(Note) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

Kanematsu Corporation

(Stock Exchange No.: 8020)

NOTICE OF THE 130TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Date: June 28, 2024 (Friday) at 10:00 a.m.

Place: Tosho Shibusawa Hall, The Tokyo Chamber of Commerce and Industry (5th Floor)

Marunouchi Nijubashi Building

3-2-2 Marunouchi, Chiyoda-ku, Tokyo

Items to Be Resolved:

Item 1: Election of Seven (7) Directors

Item 2: Election of One (1) Audit & Supervisory

Board Member

Item 3: Election of One (1) Substitute Audit &

Supervisory Board Member

Deadline for exercising voting rights in writing or via the Internet, etc.:

No later than 5:15 p.m. on June 27, 2024 (Thursday)

CONTENTS

To Our Shareholders _____________________________ 2

Notice of the 130th Ordinary General Meeting of Shareholders ___________________________________ 3

(Attached documents)

Business Report________________________________ 17

Consolidated Financial Statements _________________ 43

Non-consolidated Financial Statements _____________ 46

Audit Reports _________________________________ 49

CORPORATE PRINCIPLE

"Let us sow and nurture the seeds of global prosperity"

"Sow a seed now," and take action to benefit people around the globe, bade our founder, Fusajiro Kanematsu, setting a standard of public duty that we at Kanematsu continue to uphold through a commitment to ethical business principles and corporate responsibility.

The beliefs and philosophies that inspired Fusajiro Kanematsu in the late nineteenth century Meiji period, a time when Japan was striving to build a national economy, were encapsulated in the document Our Beliefs: Kanematsu's Guiding Principles in 1967, on the occasion of our merger with The Gosho Company.

Our Beliefs: Kanematsu's Guiding Principles

  1. Reflecting the pioneering spirit of our predecessors, we believe that fairness and justice should guide our business dealings and the wise use of creative imagination and ingenuity will bring prosperity.
  2. Our purpose as a Company is not only to build a sound and flourishing business, but to fulfill our responsibilities as a corporate citizen, contributing to society and the security and well-being of all.
  3. As members of a corporation, we act not as individuals but as representatives of that organization and as such we are bound by Company rules and attendant loyalties and must work together with a spirit of cooperation while cultivating mutual understanding and respect for fellow members.

1

To Our Shareholders

I would like to express my sincere gratitude to you, our shareholders, for your continued support.

The global economy in the fiscal year under review headed towards a soft landing, as monetary tightening policies worldwide reached a turning point amidst slowing inflations. However, the future outlook remains uncertain due to issues such as prolonged economic stagnation in China and growing geopolitical risks resulting from the deteriorating situation in the Middle East.

In this challenging business environment, the Company successfully achieved all revised targets set

forth in "," its six-yearmedium-term vision that ends in the fiscal year under review, and reached a new record high for profit for the year attributable to owners of the parent.

The Company has formulated "integration 1.0," a new Medium-Term Management Plan for the three-year period beginning in the fiscal year ending March 31, 2025. This plan prioritizes initiatives such as the promotion of Groupwide management and the expansion of value propositions through DX, GX and innovation. We will continue to pursue various measures to further enhance our corporate value and meet the expectations of our stakeholders by continuously generating value that is unique to the Kanematsu Group.

I would like to take this opportunity to ask our shareholders for your continued understanding and support.

Yoshiya Miyabe

President

2

(Stock Exchange No.: 8020)

June 10, 2024

NOTICE OF

THE 130TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholder:

We cordially notify you of the 130th Ordinary General Meeting of Shareholders of Kanematsu Corporation (hereinafter "the Company"), to be held as indicated below.

In convening this General Meeting of Shareholders, we have taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format (matters to be provided in electronic format), which are posted on each of the following websites. Please access any of these websites to confirm the information.

[The Company's website] https://www.kanematsu.co.jp/en/ir/shareholders_meeting/

[Website for informational materials for the general meeting of shareholders] https://d.sokai.jp/8020/teiji/ (in Japanese)

[Tokyo Stock Exchange website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Please access the TSE website above, enter "Kanematsu" in "Issue name (company name)" or our stock exchange No. "8020" in "Code" and search, select "Basic information" and "Documents for public inspection/PR information," and check "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" section under "Filed information available for public inspection.")

3

We ask that you please use your own judgment when visiting the venue of the general meeting of shareholders, taking into consideration your own physical condition.

Instead of attending the meeting in person, you may exercise your voting rights by one of the following methods. After reviewing the enclosed reference materials, please exercise your voting rights no later than 5:15 p.m. on Thursday, June 27, 2024 (JST).

Sincerely,

Yoshiya Miyabe, President

Kanematsu Corporation

119 Ito-machi,Chuo-ku, Kobe

[Exercising voting rights by electromagnetic means (via the Internet, etc.)]

Please indicate "for" or "against" for each agenda item by the above mentioned exercise deadline.

[Exercising voting rights in writing]

Please indicate "for" or "against" for each agenda item listed in the enclosed Ballot Form, and return it to the Company no later than the above mentioned exercise deadline.

4

Meeting Details

  1. Date: June 28, 2024 (Friday) at 10:00 a.m.
  2. Place: Tosho Shibusawa Hall, The Tokyo Chamber of Commerce and Industry (5th Floor) Marunouchi Nijubashi Building, 3-2-2 Marunouchi, Chiyoda-ku, Tokyo
  3. Meeting Agenda

Items to Be Reported:

  1. Business Report, Consolidated Financial Statements and Audit Reports of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board, for the 130th Fiscal Term (April 1, 2023 to March 31, 2024)
  2. Non-consolidatedFinancial Statements for the 130th Fiscal Term (April 1, 2023 to March 31, 2024)
    Items to Be Resolved:
    Item 1: Election of Seven (7) Directors
    Item 2: Election of One (1) Audit & Supervisory Board Member
    Item 3: Election of One (1) Substitute Audit & Supervisory Board Member

If there are any amendments to the matters to be provided in electronic format, a statement to that effect and the matters both before and after the amendments will be posted on each of the aforementioned websites.

At this General Meeting of Shareholders, the Company will uniformly send documents containing the matters to be provided in electronic format, regardless of whether or not a request for delivery of the documents has been made. Of the matters to be provided in electronic format, pursuant to laws and regulations and provisions of Article 15 of the Articles of Incorporation of the Company, the Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial Statements will not be included in the documents to be sent to shareholders.

Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements included in this documents are a part of the documents audited by the Accounting Auditor and the Audit & Supervisory Board Members during preparation for the Independent Auditors' Audit Reports and the Audit report, respectively.

[Information on Live Streaming]

For shareholders who are unable to attend the general meeting of shareholders, the Company plans to provide live video and audio streaming via the Internet.

Please note that you will not be able to ask questions or exercise voting rights through the live streaming. For details, please refer to the enclosed "Guide to the Live Streaming of the General Meeting of Shareholders. (in Japanese)"

5

Reference Materials for the General Meeting of Shareholders

Item 1: Election of Seven (7) Directors

The terms of office for all seven (7) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect seven (7) Directors.

The candidates for Director are as follows.

Candidate No. 1 Kaoru Tanigawa

Reelection

Date of Birth

Number of the Company's

shares owned

September 24, 1958

39,700 shares

  • Career Summary, Positions and Responsibilities in the Company

(Significant Concurrent Positions)

Apr. 1981 Joined the Company

Jul. 2004 General Manager, Somerset Branch, Kanematsu USA Inc.

Jan. 2008 General Manager, Information & Electronics Department, the Company Jun. 2010 Temporary transferred to Kanematsu Communications Ltd.

Director, Kanematsu Communications Ltd.

Apr. 2011 General Manager, Corporate Planning Department, the Company Jun. 2013 Director, the Company

Jun. 2014 Retired from office of Director of the Company according to revision for improvement of executive officer system

Managing Executive Officer, the Company

Jun. 2015 Director, Senior Managing Executive Officer, the Company Jun. 2017 President, the Company

Jun. 2021 Chairman, the Company (To the present) (Incumbent) Chief Officer, Internal Auditing

  • Reasons for Nomination as Candidate for Director

While serving as President from 2017, Mr. Kaoru Tanigawa was responsible for making decisions on important matters in the management and supervision of the execution of operations, with a wealth of experience, track record, and knowledge as a manager. Since being appointed as Chairman in 2021, he has contributed to supervising the management of the Kanematsu Group and enhancing corporate governance, and is thus re-nominated as a candidate for Director.

6

Candidate No. 2 Yoshiya Miyabe

Reelection

Date of Birth

Number of the Company's

shares owned

January 21, 1959

30,200 shares

  • Career Summary, Positions and Responsibilities in the Company

(Significant Concurrent Positions)

Apr. 1983 Joined the Company

Apr. 1999 Manager, Section 1, Industrial Electronics Department, the Company Jun. 2001 Worked at Chicago Branch, Kanematsu USA Inc.

Feb. 2006 General Manager, Industrial Electronics Department, the Company Jun. 2012 Director, the Company

Jun. 2014 Retired from office of Director of the Company according to revision for improvement of executive officer system

Managing Executive Officer, the Company

Jun. 2018 Director, Senior Managing Executive Officer, the Company Jun. 2021 President, the Company (To the present)

(Incumbent) Chief Officer, Group Growth Strategy

  • Reasons for Nomination as Candidate for Director

Since joining the Company, Mr. Yoshiya Miyabe has been engaged primarily in the motor vehicles and parts and industrial electronics businesses. He was appointed as a Director in 2012 and has contributed to strengthening revenue base such as through development of overseas supply chains. He has wealth of experience and broad knowledge. Since being appointed as President in 2021, he has demonstrated leadership in promoting the Group's management, and is thus re-nominated as a candidate for Director.

Candidate No. 3 Tetsuro Tsutano

Reelection

Date of Birth

Number of the Company's

shares owned

April 3, 1969

26,400 shares

  • Career Summary, Positions and Responsibilities in the Company

(Significant Concurrent Positions)

Apr. 1992 Joined the Company

Aug. 2007 Manager, Managerial Accounting Section, Accounting Department, the Company

Apr. 2012 Manager, Finance Section, Finance Department, the Company Apr. 2013 General Manager, Finance Department, the Company

Jun. 2017 Director, Executive Officer, the Company

Jun. 2018 Director, Senior Executive Officer, the Company (To the present) (Incumbent) Chief Officer, Corporate Planning and IT Planning

  • Reasons for Nomination as Candidate for Director

Mr. Tetsuro Tsutano has been engaged in corporate planning and IT planning. He has contributed to the development of management strategies, business expansion and sustainability. Due to his expertise in finance and accounting, wealth of experience and broad knowledge, he is re-nominated as a candidate for Director.

7

Candidate No. 4 Shuji Masutani

Reelection

Date of Birth

Number of the Company's

shares owned

December 7, 1965

5,700 shares

  • Career Summary, Positions and Responsibilities in the Company

(Significant Concurrent Positions)

Apr. 1990 Joined the Company

Oct. 2006 Manager, Section No.1, Business Accounting Department, the Company Apr. 2008 Manager, Section No.4, Business Accounting Department, the Company Aug. 2010 Manager, Accounting Section, Accounting Department, the Company Jun. 2012 General Manager, Business Accounting Department, the Company Jun. 2019 Temporary transferred to Kanematsu Sustech Corporation

Director, Kanematsu Sustech Corporation Jun. 2021 Executive Officer, the Company

Jun. 2022 Director, the Company (To the present)

(Incumbent) Chief Officer, Finance, Accounting, Business Accounting

  • Reasons for Nomination as Candidate for Director

Since joining the Company, Mr. Shuji Masutani has been engaged in finance and accounting and has wealth of experience in operations and broad knowledge. He also has served as Director of a Group company and thus has expertise in the Group's management. Accordingly, he is re-nominated as a candidate for Director.

8

Candidate No. 5

Yuko Tahara

Outside

Independent

Date of Birth

Number of the Company's

Reelection

shares owned

Director

officer

October 9, 1959

0 shares

  • Career Summary, Positions and Responsibilities in the Company

Apr. 1991 Joined MANPOWER JAPAN Co., Ltd. Aug. 1993 Joined RIC Co., Ltd

General Manager, House Electrification Promotion Office, RIC Co., Ltd Jul. 1998 President and CEO, Basic Inc. (To the present)

Jun. 2012 Representative Director, Frame & Work Module Promotion Association (present Knowledge Management Lab) (To the present)

Jun. 2018 Outside Director (Audit and Supervisory Committee Member), Sanyo Homes Corporation (To the present)

Jun. 2019 Outside Director, the Company (To the present)

Apr. 2020 Visiting Professor, Research Institute of Advanced Education, The Graduate School of Information & Communication (present The Graduate School of Social Design)

Apr. 2021 Professor, School of Professional Education, The Graduate School of Information & Communication (present The Graduate School of Social Design) (To the present)

  • Significant Concurrent Positions

President and CEO, Basic Inc.

Representative Director, Knowledge Management Lab

Outside Director (Audit and Supervisory Committee Member), Sanyo Homes

Corporation

  • Reasons for Nomination as Candidate for Outside Director and Outline of

Expected Roles

Ms. Yuko Tahara possesses a wealth of experience in corporate management and deep insight gained through experiences in human resources and organizational consulting businesses. The Company expects that based on such qualities, she will be continuously committed to management advisory and appropriate supervision of the execution of operations. Thus, she is re-nominated as a candidate for Outside Director. If she is elected, she will be involved in the determination of officer compensation and the selection of candidates for officers of the Company, etc. from an objective and impartial standpoint as the committee chair of the Compensation Committee and a member of the Nominating Committee.

9

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Kanematsu Corporation published this content on 05 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2024 00:13:06 UTC.