Kinden : Notice of the 110th Ordinary General Meeting of Shareholders (June 2024)

Translation: Please note that the following is a translation of the original Japanese version, which is prepared for the convenience of investors. In case of any discrepancy between the translation and the Japanese original, the latter shall prevail.

Securities Code 1944

June 4, 2024

To Our Shareholders:

Takao Uesaka

President

KINDEN CORPORATION

2-3-41,Honjo-Higashi,Kita-ku, Osaka

NOTICE OF

THE 110th ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 110th Ordinary General Meeting of Shareholders of KINDEN CORPORATION (the "Company").

When convening this General Meeting of Shareholders, the Company takes measures to provide the information contained in the Reference Documents for the General Meeting of Shareholders (items subject to measures for electronic provision) in electronic format. Items subject to measures for electronic provision have been posted on the following websites.

PRONEXUS website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/1944/teiji/ (in Japanese)

The Company's website for posted informational materials for the general meeting of shareholders: https://www.kinden.co.jp/ir/stock/meeting/ (in Japanese)

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the Tokyo Stock Exchange (TSE) website, enter "KINDEN" in "Issue Name (Company Name)" or our securities code "1944" in "Code," select "Basic Information" and then "Documents for Public Inspection/PR Information," and check "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" section.)

If it is not possible for you to attend the meeting, you may exercise your voting rights in writing or via the Internet. Please examine the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 5:30 p.m. on Monday, June 24, 2024, Japan time.

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Particulars

1. Date and Time: June 25, 2024 (Tuesday) at 10:00 a.m.
2. Place:2-3-41, Honjo-Higashi,Kita-ku, Osaka, Japan

Eleventh floor conference room, KINDEN CORPORATION Head Office

3. Agenda

Matters to be reported

1. Reports on the Business Report, the Consolidated Financial Statements and the Non- Consolidated Financial Statements for the 110th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Report on the Results of the Audit conducted by the Accounting Auditor and the Audit & Supervisory Board with respect to the Consolidated Financial Statements for the 110th Fiscal Year ended March 31, 2024

Proposals to be resolved [Company Proposals]

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Sixteen (16) Directors

Proposal No. 3: Election of Five (5) Audit & Supervisory Board Members

[Shareholder Proposal]

Proposal No. 4: Appropriation of Surplus

4. Matters Relating to the Convocation

1. If any voting rights are exercised redundantly both in written form and via the Internet or other means, the electronically exercised voting rights shall prevail.
2. If any voting rights are electronically exercised by a shareholder (via the Internet or other means) more than once, the last electronic exercise of voting rights shall prevail.
3. When exercising your voting rights in writing, if you do not indicate your vote for or against a proposal on the voting form, it will be considered as an indication of your approval for the company proposals and opposition to the shareholder proposal.
4. • End -

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If you attend the General Meeting of Shareholders in person, please bring this Notice of Ordinary General Meeting of Shareholders with you and present the enclosed voting card at the reception.

In accordance with a revision of the Companies Act, in principle you are to check items subject to measures for electronic provision by accessing either of the websites mentioned above, and we have decided to deliver paper-based documents stating the items only to shareholders who request the delivery of paper-based documents by the record date. However, for this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them.

Among the items subject to measures for electronic provision, the following matters are not included in the sent documents based on the provisions in laws and the Company's Articles of Incorporation. The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents subject to audit, including the following matters.

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1. Business reports on "Main Business," "Main Offices," "Status of Employees," "Major Lenders," "Matters Related to Stock Acquisition Rights, etc. of the Company," "Matters Related to Outside Officers," "Status of Accounting Auditors" and "Systems and Policies of the Company"
2. Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements
3. Non-ConsolidatedStatement of Changes in Net Assets and Notes to Non-Consolidated Financial Statements

If any revisions are made to the items subject to measures for electronic provision, the Company shall post the information before and after the revisions on each website via the Internet.

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Reference Documents for the General Meeting of Shareholders

Proposals and Matters for Reference

Company Proposals (Proposal No. 1 to Proposal No. 3)

Proposal No. 1: Appropriation of Surplus

The Company regards the distribution of profits to shareholders as one of its most important management matters and has adopted a basic policy of stable and continuous dividend payments, which are based on the Company's business performance and financial position.

The annual dividend per share will be paid as an interim dividend, which is half of the annual dividend calculated based on the earnings forecast, and the year-end dividend will be the annual dividend amount calculated based on the earnings and other factors determined as of the end of the fiscal year, minus the interim dividend. The Company proposes to pay a year-end dividend of ¥43 per share for the fiscal year under review, as follows. As the Company allocated ¥20 as the interim dividend, the total annual dividend for the fiscal year under review will be ¥63 per share.

1. Type of dividend assets Cash
2. Matters concerning the allocation of dividend assets and the total amount thereof

Dividend per common share of the Company:	¥43
Total amount of dividends:	¥8,655,480,406

1. Effective date of distribution of dividends from the surplus June 26, 2024

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Proposal No. 2: Election of Sixteen (16) Directors

Because the term of office of all the fifteen (15) incumbent Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders, and one (1) more Director will be added to further strengthen the management structure, it is proposed that sixteen (16) Directors be elected.

The candidates for Directors are as follows:

Candidate	Name	Position and Responsibilities in the Company
No.
1	Yoshihiro Doi	Chairman, Representative Director
Re-elected
2	Takao Uesaka	President, Representative Director
Re-elected
		Vice President, Representative Director
3	Hiroyuki Hayashi	Chief of Tokyo Head Office
Re-elected	Chief Executive of Tokyo Business Promotion Division
		In charge of General Sales
		Director, Senior Executive Officer
4	Hiroshi Nishimura	Chief Executive of Power Division
Re-elected	In charge of Safe and Healthy Environment Division
		Central General Safety and Health Manager
	Moriyoshi Sato	Director, Senior Executive Officer
5	Chief Executive of Osaka Business Promotion Division
Re-elected
	In charge of Management Planning Department
	Takashi Fukuda	Director, Managing Executive Officer
6	Assistant Chief of Tokyo Head Office
Re-elected
	In charge of Sales
		Director, Managing Executive Officer
7	Koji Izaki	In charge of Corporate Division (Secretariat, Investor
Re-elected	Relations & Public Relations, Management Planning,
		General Affairs & Legal, Finance & Accounting)
	Masanori Horikiri	Director, Managing Executive Officer
8	In charge of Information and Communication Division
Re-elected
	General Manager of Associated Engineering Division
	Kenji Yoshimasu	Managing Executive Officer
9	Deputy Chief Executive of Technical & Engineering
Newly appointed
	Division
10	Yasuhiro Yamashita	Managing Executive Officer
Newly appointed	Deputy Chief Executive of International Division
	Hanroku Toriyama
11	Re-elected	Director
Outside
	Independent
	Keiji Takamatsu
12	Re-elected	Director
Outside
	Independent
	Keizo Morikawa
13	Re-elected	Director
Outside
	Independent

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Candidate	Name	Position and Responsibilities in the Company
No.
	Kazunobu Sagara
14	Re-elected	Director
Outside
	Independent
	Haruko Kokue
	Re-elected
15	Outside	Director
	Independent
	Female
	Fumi Musashi
	Re-elected
16	Outside	Director
	Independent
	Female

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		Career Summary, Position, Responsibilities in the	Number of
Candidate	Name	Shares of the
Company, and Important Concurrent Positions
No.	(Date of birth)	Company
	Outside the Company
			Owned
		June 2009:	Managing Director, The Kansai Electric
			Power Co., Inc.
		June 2013:	Director, Managing Executive Officer,
			The Kansai Electric Power Co., Inc.
		June 2016:	Representative Director, Executive Vice
			President, The Kansai Electric Power
			Co., Inc.
			(retired in March 2020)	6,130 shares
		June 2017:	Outside Audit & Supervisory Board
	Yoshihiro Doi		Member, Hitachi Zosen Corporation
		(retired in June 2023)
	(Oct. 25, 1954)	Apr. 2020:	President and Director of Kansai
	Re-elected		Transmission and Distribution, Inc.
1		(retired in June 2023)
		June 2023:	Chairman, Representative Director of
			the Company (present post)

Having engaged in corporate management as the Representative Director, Executive Vice President of The Kansai Electric Power Co., Inc. and as the President and Director of Kansai Transmission and Distribution, Inc., Mr. Yoshihiro Doi is subsequently fully exercising leadership as Chairman and Representative Director of the Company by drawing on his extensive experience as well as his wealth of knowledge and insight.

As the Chairman of the Board of Directors, he has also been engaging in efforts that include appropriately conducting proceedings, working to raise concerns and facilitate mutual communications among constituent members, and heightening the supervisory function of the Board of Directors.

Based on the foregoing, he is believed to be a person suitable to be a Director of the Company and is being nominated again as a candidate for such position.

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		Career Summary, Position, Responsibilities in the	Number of
Candidate	Name	Shares of the
Company, and Important Concurrent Positions
No.	(Date of birth)	Company
	Outside the Company
			Owned
		Apr. 1980:	Entered the Company
		June 2016:	Managing Executive Officer, General
			Manager of Tokyo Branch Office of the
			Company
		June 2018:	Director, Managing Executive Officer of	42,732
			the Company
			shares
		June 2020:	President, Representative Director of the
	Takao Uesaka		Company (present post)
	(Dec. 29, 1956)
2	Re-elected
	As the President and Representative Director of the Company, Mr. Takao Uesaka has
	been duly making important management decisions and supervising the execution of the
	business as well as directing the general operation of the Company. He has also been
	proactively and enthusiastically promoting the implementation of the Medium-term
	Management Plan in order to realize sustainable growth of the Group. At the board
	meeting, he has provided sufficient and appropriate explanations on important
	management issues and thereby has contributed to the improvement of the decision-making
	function of the Board of Directors.
	Based on the foregoing, he is being nominated again as a candidate for Director
	because he has considerable knowledge and insight to fully perform the duties of a Director
	and has the integrity expected of a management executive.

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		Career Summary, Position, Responsibilities in the	Number of
Candidate	Name	Shares of the
Company, and Important Concurrent Positions
No.	(Date of birth)	Company
	Outside the Company
			Owned
		Apr. 1983:	Entered the Company
		June 2016: Managing Executive Officer, Chief
			Executive of Tokyo Business Promotion
			Division of the Company
		June 2017: Director, Managing Executive Officer of
			the Company	30,530
		June 2018:	Director, Senior Executive Officer of the
			Company	shares
	Hiroyuki Hayashi	June 2023: Vice President, Representative Director
		of the Company (present post)
	(Mar. 8, 1959)
3	Re-elected	Chief of Tokyo Head Office
Chief Executive of Tokyo Business Promotion Division
		In charge of General Sales
	Having worked in divisions concerning general electrical engineering works at the
	Tokyo Branch Office for many years before serving as the General Manager of the branch
	office and then as the Chief Executive of Tokyo Business Promotion Division, Mr. Hiroyuki
	Hayashi is capable of making balanced judgments according to his outstanding sales
	capabilities and wide-ranging operational knowledge.
	In his present role as Representative Director of the Company, he is suitably involved
	in critical business decisions and oversight of operations, and is carrying out initiatives for
	sustainable growth of the Company and improvement of its corporate value in the medium
	to long term. Based on the foregoing, he is believed to be a person suitable to be a Director
	of the Company and is being nominated again as a candidate for such position.

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		Career Summary, Position, Responsibilities in the	Number of
Candidate	Name	Shares of the
Company, and Important Concurrent Positions
No.	(Date of birth)	Company
	Outside the Company
			Owned
		Apr. 1982:	Entered the Company
		Mar. 2016:	Managing Executive Officer, General
			Manager of Nara Branch Office of the
			Company
		June 2017:	Managing Executive Officer, Deputy
			Chief Executive of Power Division of the
			Company	35,368
		June 2018:	Director, Managing Executive Officer of
		shares
			the Company
	Hiroshi
	June 2023:	Director, Senior Executive Officer of the
	Nishimura		Company (present post)
4	(Dec. 23, 1959)
	Re-elected	Chief Executive of Power Division
	In charge of Safe and Healthy Environment Division
		Central General Safety and Health Manager

Mr. Hiroshi Nishimura has significant experience in power divisions and has extensive business experience and a wealth of knowledge and insight that informs his sound managerial judgment. Moreover, he is engaged in branch office management in general, having served as the General Manager of the Nara Branch Office.

Currently, as Chief Executive of Power Division and the person in charge of the Safe and Healthy Environment Division, he promotes business strategy from a long-term perspective. Therefore, he is believed to be a person suitable to be a Director of the Company, and is being nominated again as a candidate for such position.

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