METAWATER : Matters Concerning Controlling Shareholders, etc. (Year Ended March 31, 2021)

	June 22, 2021
TRANSLATION - FOR REFERENCE ONLY
Company	METAWATER Co., Ltd.
Representative	Kenji Yamaguchi, President and Representative Director
	(Securities code: 9551 First Section of Tokyo Stock Exchange)
Contact	Akira Kato, Director and Executive General Manager,
	Corporate Strategy Planning Division
	(Tel: [phone])

Matters Concerning Controlling Shareholders, etc. (Year Ended March 31, 2021)

Matters related to controlling shareholders, etc. in regard to NGK INSULATORS, LTD. and Fuji Electric Co., Ltd., which are other affiliates of METAWATER Co., Ltd. (the "Company"), for the year ended March 31, 2021 are as follows.

1. Company name, etc. of the parent company, controlling shareholder (excluding parent company), any other affiliates, or the parent company of any other affiliates

						(As of March 31, 2021)
		Ownership (%)		Financial instruments exchange, etc.
Name	Classification	Direct	Other		Total	on which share certificates, etc.
		ownership	holdings		issued are listed
NGK INSULATORS,	Other affiliate	24.42	0.00		24.42	Tokyo Stock Exchange, Inc.
LTD.		Nagoya Stock Exchange, Inc.
						Tokyo Stock Exchange, Inc.
Fuji Electric Co., Ltd.	Other affiliate	24.35	0.00		24.35	Nagoya Stock Exchange, Inc.
	Securities Membership Corporation
						Fukuoka Stock Exchange

2. Name of the parent company, etc. recognized as having the greatest influence on the Company, and the reasons therefor

Name	Reasons why influence on the Company is considered to be equal
	・ Both companies are major shareholders, with NGK INSULATORS, LTD. holding
	24.42% and Fuji Electric Co., Ltd. holding 24.35% of the Company's voting rights.
	・ The Company has business transactions with both companies, but the annual amount
NGK INSULATORS, LTD.	of transactions with the Company varies depending on the orders received by the
Company.
Fuji Electric Co., Ltd.
・ The Company had appointed 1 Outside Director from NGK INSULATORS, LTD.
	and 1 Outside Director from Fuji Electric Co., Ltd. However, these Outside Directors
	retired owing to the expiration of their terms of office at the conclusion of the
	Company's 48th Ordinary General Meeting of Shareholders held on June 22, 2021.
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3. Positioning of the Company in corporate group of parent company, etc. and other relationships between the Company and parent company, etc.

The Company is an equity-method affiliate of NGK INSULATORS, LTD. and Fuji Electric Co., Ltd., but neither

company is involved in the business activities or management decisions of the Company, and the Company makes its own decisions.

The Company engages in transactions such as outsourcing the manufacture of ceramic membranes, etc. to NGK INSULATORS, LTD., outsourcing the manufacture of switchboards, etc. to Fuji Electric Co., Ltd., and ordering electrical work from Fuji Electric Co., Ltd. In doing so, the Company refers to market trends and other factors, and makes decisions after negotiations on a case-by-case basis, based on estimates, in the same manner as for general transactions.

In addition, the Company had appointed as Outside Directors 1 Director and Senior Vice President from NGK INSULATORS, LTD. and 1 Executive Adviser from Fuji Electric Co., Ltd. However, these Outside Directors retired owing to the expiration of their terms of office at the conclusion of the Company's 48th Ordinary General Meeting of Shareholders held on June 22, 2021.

(Concurrent positions held by officers)	(As of March 31, 2021)
	Job title	Name	Position at parent	Reason for appointment
	company, etc.
			NGK INSULATORS,	To supervise the execution of the Company's business
	Outside	Susumu	LTD.	operations by making use of his wealth of
	Director	Sakabe	Director and Senior	management experience and deep insight in finance
			Vice President	and accounting
			Fuji Electric Co., Ltd.	To supervise the execution of the Company's business
	Outside	Motofumi	Executive Adviser	operations by making use of his wealth of
	Director	Matsumura		management experience and deep insight into a wide
				range of business fields

(Note) Messrs. Susumu Sakabe and Motofumi Matsumura retired owing to the expiration of their terms of office at the conclusion of the Company's 48th Ordinary General Meeting of Shareholders held on June 22, 2021.

By appointing highly independent Outside Directors and Outside Auditors from the viewpoint of protecting general shareholders, the Company aims to increase the objectivity of management decision-making and improve the soundness and transparency of the Company. The Company has established standards for the independence of outside officers, and 3 Outside Directors (Kaoru Aizawa, Fumiko Kosao, and Tsuneo Tanai) and 3 Outside Auditors (Kimihiko Uemura, Kazuo Takimoto, and Taku Fukui) have been designated as independent officers and registered with the Tokyo Stock Exchange as they fulfill these standards and the requirements for independent officers set by the Tokyo Stock Exchange.

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4. Matters concerning transactions with controlling shareholders, etc. Year ended March 31, 2021 (from April 1, 2020 to March 31, 2021)

			Share capital		Ownership of			Transactio		Year-end
	Name of		or	Contents of	Relationship
Type	Location	voting rights, etc.	Nature of	n amount	Items	balance
company, etc.	contributions	business or	(ownership)	with related	transaction	(millions	(millions of
	or individual		(millions of	occupation	parties
		(%)		of yen)		yen)
			yen)
				Development,
				manufacture,
	NGK			sale, service, etc.		Purchase of	Purchase of
			of products		products,
Other	Mizuho-ku,		(Ownership)	products,		Accounts
INSULATORS,	69,849	related to electric	Concurrent	1,053	832
affiliate	LTD.	Nagoya		power, ceramics,	Direct 24.4	officer	etc.		payable
				(Notes 2, 3)
				electronics,		(Notes 1)
				process
				technology, etc.
				Development,
				production,
				sales, services,
				etc. pertaining to
				products related
				to power
				electronics			Purchase of
Other	Fuji Electric	Kawasaki-ku,	47,586	systems energy,	(Ownership)	Purchase of	products,	8,533	Accounts	2,986
affiliate	Co., Ltd.	Kawasaki		power	Direct 24.4	products	etc.		payable
				electronics			(Notes 2, 3)
				systems industry,
				electronic
				devices, food
				distribution,
				power generation
				plants, etc.

(Notes) 1. The officer retired owing to the expiration of his term of office at the conclusion of the Company's 48th Ordinary General Meeting of Shareholders held on June 22, 2021.

1. The transaction amount does not include consumption tax, etc., while the balance at the end of the period includes consumption tax, etc.
2. Transaction terms and conditions and policy for determining transaction terms and conditions, etc.

Prices and other terms and conditions of transactions are determined after negotiations on a case-by-case basis, with reference to market trends and other factors, and are based on estimates, in the same manner as for general transactions.

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