Notice of Convocation of the

81st Annual Shareholders'

Meeting in 2023

(Access Notification and Summary Version to be dispatched via postal mail)

Date

Wednesday, June 21, 2023 at 1 p.m.

*Online distribution will start at 12:45 p.m. (Japan time) (scheduled)

Holding

Method

This Shareholders' Meeting will be held fully online (only via

the Internet) as a Shareholders' Meeting without a designated location (virtual-only shareholders' meeting).

There is no physical venue. Please attend online.

Item for Resolution

Election of Eleven (11) Directors

The deadline for Exercising Voting Rights via the Internet and in writing (by post)

The deadline for Advance Questions

Tuesday, June 20, 2023 at 5:20 p.m. (Japan time)

■ After the close of the Shareholders' Meeting, an online event exclusively for the shareholders is scheduled.

(Please see page 15 for details.)

Securities Code: 5938

LIXIL Corporation

This is an English translation of the Notice of Convocation of the 81st Annual Shareholders' Meeting of LIXIL Corporation (the "Company") to be held on June 21, 2023. The Company provides this translation for your reference and convenience only and without any warranty as to its accuracy or otherwise. If there is any discrepancy between the Japanese version and the English translation, the Japanese version shall prevail.

)

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Index

CEO Message

Dear Shareholders,

CEO Message ·······················

2

Notice of Convocation······

3

  • Notice of Convocation of the 81st

Annual Shareholders' Meeting

  • Exercising Voting Rights in

Advance ………………………

■4. Progress of Management

Strategy·············································· 25

■5. Policy and Status of Cross

Shareholdings

························································ 26

Reference Materials for the Shareholders' Meeting································27

I would like to express my gratitude for your continued support.

LIXIL experienced significant headwinds in the fiscal year ended March 2023 (FYE2023) due to rapid changes in our business environment, such as higher costs of materials and components, an unstable foreign exchange market, and rising geopolitical risk. However, despite these challenging conditions, we have taken proactive steps to adjust our prices, build a more flexible supply chain to ensure stable supply, and offer high value-added, differentiated products, all while creating a more robust organizational structure.

Kinya Seto

Director, Representative Executive Officer,

President, and CEO

LIXIL Corporation

  • Advance Questions ………………
  • Attending on the Day of the

Meeting

………………………

11

■ Notices

………………………

13

Key Points for the Exercise 16 of Voting Rights ··················

■1. Election of Director Candidates 17

■2. Corporate Governance System

21

and Policy·············································

■3. Initiatives and Risk Management

related to Environmental Issues,

including Climate Change··············

23

  • Item

Election of Eleven (11) Directors··· 28

Governance···················

  • Corporate Governance ……

(The Board of Directors'

Effectiveness Evaluation, Governance Reform in Recent Years, Main Agenda Item for Board of Directors in FYE2023)

  • Overview of Each Committee

Shareholder Letter

Results Highlights 42

While implementing the strategic initiatives outlined in the LIXIL Playbook, which sets out our management direction, we also evolved our strategy in order to get ahead of market changes and seize growth opportunities. We updated our strategy for the Japan market and our international water technology business, while incorporating new environmental measures into our business strategy, which has strengthened our ability to provide products and services that have a positive impact on the environment and society globally. The sharp rise in electricity, heating, and water utility costs, along with greater environmental awareness, has driven interest and demand for high-performance construction methods, insulated windows, and other products that make existing residential housing more energy efficient, as well as kitchen and bathroom products with water-saving features. We are, therefore, expanding our lineup of environmentally-friendly products, working to meet needs in the growing home renovation market, and stepping up measures that strengthen our contribution to decarbonization.

To implement our strategy and realize growth, we need to fully leverage the capabilities of our diverse workforce by creating an inclusive environment. We are revising our HR policies, training and recruitment processes, creating a flat organization with an open culture, and support new working styles through our digital transformation (DX). An inclusive working environment encourages autonomous working styles among employees, and by making use of a diverse range of knowledge and perspectives, produces innovation and further growth.

At LIXIL, we strive to achieve sustainable growth, and provide solutions to environmental and social challenges in order to pursue our corporate purpose "Make better homes a reality for everyone, everywhere." I sincerely ask for your continued support.

Content with the mark on the left is stated in the "Notice of Convocation of the 81st Annual Shareholders' Meeting" posted on the Company's website. Please check the Company's website for details.

URL: https://www.lixil.com/en/investor/ir_event/meeting.html

Content with the mark on the left is stated in the "Notice of Convocation of the 81st Annual Shareholders' Meeting (Access Notification and Summary version)." Shareholders viewing the Company's website and shareholders who have requested delivery of documents should please confirm pages 3, 4 and 6 of the "Report for the 81st Fiscal Year."

- 1 -- 2 -

(Securities Code: 5938)

Notice of ConvocationJune 5, 2023 (Commencement date of measures for provision in electronic format: May 26, 2023)

Dear Shareholders,

LIXIL Corporation

Osaki Garden Tower

1-1Nishi-Shinagawa1-chome,Shinagawa-ku, Tokyo

Kinya Seto

Director, Representative Executive Officer,

President, and CEO

Notice of Convocation of the 81st Annual Shareholders' Meeting

Notice is hereby given that we will hold the 81st Annual Shareholders' Meeting of LIXIL Corporation (the "Company"), the details of which are as follows. This Shareholders' Meeting will be held fully online (only via the Internet) as a shareholders' meeting without a designated location (a virtual-onlyshareholders' meeting). There will not be a venue that you can attend in person, so please attend online.

In convening this Shareholders' Meeting, the Company has taken the measures for provision in electronic format, and information that is the content of the reference materials, etc. for the Shareholders' Meeting (electronic provision measures matters) has been posted on the Company's website as the "Notice of Convocation of the 81st Annual Shareholders' Meeting."

The Company's website:

https://www.lixil.com/en/investor/ir_event/meeting.html

The electronic provision measures matters have been also posted on the website of the Tokyo Stock Exchange (TSE). Please confirm this by accessing the following TSE website, entering and searching for "LIXIL" (in full-width or half-width characters) for "Issue name (company name)" or the Company's securities code "5938" (in half-width characters) for "Code," and then selecting "Basic information" and then "Documents for public inspection/PR information."

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

You may exercise your voting rights in advance via the Internet, etc. or in writing (by post), so if you are using those methods, please review the reference materials for the Shareholders' Meeting, and then exercise your voting rights by 5:20 p.m. on Tuesday, June 20, 2023. When you exercise your voting rights via the Internet, etc. or in writing (by post), please check "Exercising Voting Rights in Advance" on pages 7 to 8.

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Details

1. Date and time:

Wednesday, June 21, 2023 at 1 p.m. (Japan time)

(start of online distribution: 12:45 p.m. (Japan time) (scheduled))

After the closing of this Shareholders' Meeting, an online event exclusively for shareholders (approx. 45 minutes) will continue to be held. Your attendance would be highly appreciated. Please see page 15 for details.

If the Shareholders' Meeting cannot be held at the date and time set forth above due to network failures, etc., it will be held at the date and time set forth below.

The details will be posted on the Company's website*.

Monday, June 26, 2023 at 10 a.m.

(start of online distribution: 9:45 a.m. (Japan time) (scheduled))

2. Holding method: Shareholders' meeting without a designated location (virtual-only shareholders' meeting)

  • The Shareholders' Meeting will be held fully online (only via the Internet), so there will not be a venue that you can attend in person. Please attend online.
  • Please see pages 11 to 12 for the attendance method.

3. Agenda

Reports

(1)

Business Report, Consolidated Financial Statements, and Audit Reports on the Consolidated Financial Statements by

Accounting Auditors and the Audit Committee for the 81st Fiscal Year (from April 1, 2022 through March 31, 2023).

(2)

Non-consolidated Financial Statements for the 81st Fiscal Year (from April 1, 2022 through March 31, 2023).

Item for Resolution

Item: Election of Eleven (11) Directors

4. Guidance

  1. Among the electronic provision measures matters, the following matters are not stated in the documents delivered

to shareholders who have requested delivery of documents pursuant to laws and regulations and Article 16, paragraph 2 of the Company's Articles of Incorporation. Consequently, the documents delivered to shareholders who have requested delivery of documents are part of the documents audited by the Audit Committee and the Accounting Auditors when preparing the audit reports.

    • Notes to the Consolidated Financial Statements
    • Notes to the Non-consolidated Financial Statements
  1. In the event there is a change in the date, time, method, or operations, etc. of this Shareholders' Meeting due to an announcement by the government, etc. or other circumstances, we will post that on the Company's website*.
  2. In the event there are any revisions to the electronic provision measures matters, a statement to that effect and the matters before and after the revisions will be posted on the Company's website* and the TSE's website mentioned on page 3.
  3. Participation method for shareholders who have difficulty using the Internet: Please see page 6.
  4. The handling of advance exercise of voting rights, and the handling of exercise of voting rights on the day of the meeting: Please see page 13.
  5. The communication method used in the proceedings of this Shareholders' Meeting and network failure countermeasures, and attendance by proxy: Please see page 14.

* The Company's website:

https://www.lixil.com/en/investor/ir_event/meeting.html

End

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Virtual-Only Shareholders' Meetings

This Shareholders' Meeting will be held fully online (only via the Internet) as a shareholders' meeting without a designated location (a virtual-only shareholders' meeting).

In response to the establishment of the "Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts," at the Annual Shareholders' Meeting held on June 22, 2021, the Company introduced and resolved on an amendment to its Articles of Incorporation to allow the holding of virtual-only Shareholders' Meetings. As a result, the Company is now able to select a virtual-only Shareholders' Meeting as the method for holding the Shareholders' Meeting.

Based on this, in consideration of factors such as changes in the situation surrounding the Company, the proper form of dialogue with shareholders, and shareholder opinion, the Company decided, as a result of discussion at the Board of Directors' Meeting where Outside Directors comprised a majority, that the method of holding this Shareholders' Meeting would be by means of a virtual-only Shareholders' Meeting for the reasons set forth below.

  1. It would provide an opportunity for all shareholders to participate in this Shareholders' Meeting in an impartial format regardless of their physical location or whether they have free time, and using contrivances that are only possible online can be expected to promote the exercise of rights by shareholders at this Shareholders' Meeting and to realize active dialogue with shareholders and an increase in satisfaction.
  2. As a result of holding the past three Annual Shareholders' Meetings as hybrid Shareholders' Meetings, while there was a limited number of shareholders attending the physical venue, there was a large number of shareholders attending online, and there were many positive opinions from shareholders attending online, such as that they can attend from far away and can attend without hesitation.
  3. There is no circumstance, such as a shareholder proposal being made, that would make it desirable to hold this Shareholders' Meeting at a physical

venue.

As set forth in "Policy for handling questions" on page 13, when operating the virtual-only Shareholders' Meeting, the Company will strive to continue to operate an open Shareholders' Meeting so as not to create any shareholder concerns, for example by responding to all questions in principle, and disclosing the content of those responses on the Company's website at a later date.

When deciding on the method of holding the Shareholders' Meeting in the future, the Company will decide carefully by a resolution of the Board of Directors' Meeting each time the Shareholders' Meeting is held, in consideration, first and foremost, of the shareholder rights, and based on social requirements, including countermeasures to infectious disease, etc.

Please note that there is no venue that shareholders can attend in person.

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Exercising Voting Rights in Advance, Advance Questions, and Method of

Attending on the Day of the Meeting

(Summary)

Exercising Voting Rights in Advance

Please see pages 7 to 8 for details

  • Shareholders can exercise their voting rights via the Internet, etc. or in writing (by post) by the day before this Shareholders' Meeting. Please exercise your voting rights in line with the guidance on pages 7 to 8.
  • The deadline for exercising advance voting rights is Tuesday, June 20, 2023 at 5:20 p.m. (by the time of completion of entry for online, etc., and by the time of arrival for written exercise (by post)).

Advance Questions

Please see pages 9 to 10 for details

  • Advance questions can be sent via the Internet or in writing (by post). Please send your questions in line with the guidance on pages 9 to 10.
  • The deadline for receiving advance questions is Tuesday, June 20, 2023 at 5:20 p.m. (by the time of completion of entry for online, etc. and by the time of arrival for written exercise (by post)).

Attending on the Day of the Meeting

Please see pages 11 to 12 for details

  • Shareholders can attend online via a PC or smartphone, etc., and watch deliberations, ask questions by text message, and exercise voting rights, etc. on the day of the Shareholders' Meeting.
  • Applying in advance is not necessary, but please access the website earlier on the day of the meeting in line with the guidance on pages 11 to 12.
  • Please refer to page 11 for the recommended environment of equipment to attend online.
  • We recommend testing in advance to confirm functionality. Please see page 12 for details.

Shareholders Who Have Difficulty

Using the Internet

  • Shareholders can listen to audio of the course of proceedings using a telephone conference system (the system is available only in Japanese and the shareholder is responsible for the call charges).
  • Shareholders cannot ask questions, exercise voting rights, or submit motions, etc. at the Shareholders' Meeting via the telephone conference system. Please exercise voting rights and ask questions in writing (by post) in advance.
  • Shareholders who wish to use the telephone conference system should please make contact by telephone at the following number for inquiries (regarding login information).

Notices (Please be Sure to Confirm)

Please see pages 13 to 14 for details

Regarding login information

Regarding after-login operations and viewing image

Mitsubishi UFJ Trust and Banking Corporation: 0120-858-696

Coincheck, Inc.: 03-6416-5286

Inquiries

Monday, May 29 - Wednesday, June 21

Wednesday, June 21

9:00 a.m. - 5:00 p.m. (Japan time)

11:00 a.m. - Until the close of the online event exclusively for

(except Saturdays and Sundays,

shareholders (Japan time)

until the close of the online event exclusively for shareholders)

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Exercising Voting Rights in Advance

Guide to Exercising Voting Rights via the Internet, etc.

Please exercise voting rights in advance.

Voting deadlineTuesday, June 20, 2023 by 5:20 p.m.

We ask that shareholders attending the Shareholders' Meeting online also exercise their voting rights in advance as preparedness against network failures, etc.

For shareholders who have exercised voting rights in advance, but then attend online and exercise voting rights on the day of the Shareholders' Meeting, we will rescind their advance exercise of voting rights and tally their exercise of voting rights on the day of the Shareholders' Meeting.

Guide to exercising voting rights, etc.

Voting rights at the Shareholders' Meeting are important rights of shareholders. Please exercise your voting rights after reviewing the reference materials for the Shareholders' Meeting (page 27 to page 40).

Exercise via the Internet, etc.

Please access the website for exercising voting rights designated by the Company and follow the on-screen instructions to enter your approval or disapproval on the items by the following voting deadline.

Please see page 8 for details

Access by reading the QR code

By reading the QR code, you can log into the website for exercising voting rights without entering the login ID and temporary password indicated on the Voting Rights Exercise Card.

1. Please read the QR code indicated on the Voting Rights Exercise Card.

  • "QR code" is a registered trademark of Denso Wave Incorporated.

2. Please enter your vote according to the on-screen instructions.

Access by entering login ID and

temporary password

Website for

exercising votinghttps://evote.tr.mufg.jp/rights (Japanese

text only)

  1. Please access the website for exercising voting rights.
  2. Enter the "Login ID and temporary password" indicated on the Voting Rights Exercise Card and click "Login."

Enter "Login ID and temporary Password"

Click "Login"

3. Register your new password.

Voting deadline

Your votes must be entered no later than Tuesday, June 20, 2023 by 5:20 p.m. (Japan time).

Notes: Handling of voting rights that are exercised multiple times

Enter "New Password"

Click "Send"

  1. If voting rights are exercised in duplicate in writing and via the Internet, etc., the voting rights exercised via the Internet, etc. will be deemed to be valid.
  2. If voting rights are exercised multiple times via the Internet, etc., the last votes exercised will be deemed to be valid. Further, if voting rights are exercised in duplicate by personal computer and smartphone, etc., the last votes exercised will be deemed to be valid.

Exercise in writing

Please indicate whether you approve or disapprove the items on your Voting Rights Exercise Card and return it so that we can receive it by the voting deadline described below.

Voting deadline

For inquiries regarding the method of operation of personal computers, and smartphones, etc. for exercising voting rights via the Internet, etc., please contact: (Helpdesk is available only in Japanese language)

4. Please enter your vote according to the on-screen instructions.

* The operating screens are conceptual.

Mitsubishi UFJ Trust and Banking Corporation

Corporate Agency Division Helpdesk

0120-173-027

(available toll-free from 9 a.m. to 9 p.m.)

Your Voting Rights Exercise Card must arrive no later than Tuesday, June 20, 2023 by 5:20 p.m. (Japan time).

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Institutional investors may use the platform to electronically exercise voting rights for institutional investors operated by ICJ, Inc.

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Disclaimer

LIXIL Group Corporation published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2023 07:20:13 UTC.