Notice of the 112th Ordinary General Meeting of Shareholders

We would like to express our sincere gratitude to our shareholders for their continued support.

To realize our Long-term Management Vision "Beyond New Heights 2030 - Change the Flow," in FY2025, the first fiscal year of the Second Medium-term Management Plan, "SHIN Global 2027 (FY2025 to FY2027)," the KITZ Group strived to maximize group synergies and achieve both profitability and growth. As a result, we achieved fifth consecutive terms of sales and profits growth.

From FY2025, we have reorganized our organization into a market-focused Strategic Business Units structure. We have also consolidated our Group companies into the Head Office building and strengthened the group synergies as "Global One KITZ." In addition, through the promotion of DE&I and further enhancement of human capital development, we are working to create a work environment where each and every employee can work energetically.

To further accelerate these trends, in FY2026, we will further invest in the Growth Markets and will work on initiatives with a strong will described on the KITZ Group Strong Will Sheet that outlines our targets and key performance indicators (KPIs) designed to advance the realization of the Group's materialities (key management themes) announced in November 2025, while further promoting sustainability management for sustained improvement in corporate value.

We will continue to aim to be an enterprise trusted by society through the realization of efficient, fair, and transparent management. To this end, we ask for the continued support of our shareholders.

March 2026, Makoto Kohno

Director, Representative Executive Officer and President

CEO

To our shareholders:

Securities identification code: 6498 (The date of issue) March 10, 2026

(Date of commencing the provision of information in electronic format) March 3, 2026

Makoto Kohno Director,

Representative Executive Officer and President

Tokyo Shiodome Building,

1-9-1, Higashi-Shimbashi, Minato-ku, Tokyo

We hereby announce the 112th Ordinary General Meeting of Shareholders of KITZ Corporation (the "Company"), which will be held as described below.

If you are unable to attend the Meeting, you may exercise your voting rights in writing (by mail) or via the internet. Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders no later than 6:00 p.m., Wednesday, March 25, 2026 (Japan Standard Time).

1. Date and Time: Thursday, March 26, 2026 at 10:00 a.m. (Japan Standard Time) (Reception start time: 9:00 a.m.)
2. Venue: Dai-ichi Hotel Tokyo, 5F, LA ROSE

   1-2-6 Shimbashi, Minato-ku, Tokyo

3. Purposes: Items to be reported:

   1. Business Report and Consolidated Financial Statements for the 112th Term (from January 1, 2025 to December 31, 2025), as well as the results of audit of the Consolidated Financial Statements by the Financial Auditor and the Audit Committee

   2. Non-Consolidated Financial Statements for the 112th Term (from January 1, 2025 to December 31, 2025)

◎ Shareholders who require sign language interpretation or assistance may attend the meeting with a single interpreter or assistant. However, please note that interpreters and assistants may not exercise voting rights or ask questions.

◎ There will be a dedicated space for wheelchair users in the venue.

For the convocation of the General Meeting of Shareholders, the Company takes measures to provide information contained in the reference documents for the general meeting of shareholders, etc., in electronic format (matters related to the measures to provide information electronically), and the information is listed on the following websites. Please confirm by accessing one of the websites.

[The Company's website]

https://www.kitz.co.jp/investor_ir/stock-information/meetings/ (in Japanese)

[Websites in which the reference documents for the general meeting of shareholders are listed] https://d.sokai.jp/6498/teiji/ (in Japanese)

Dedicated Dial for the Electronic Provision System, Stock Transfer Agent Department,

Mitsubishi UFJ Trust and Banking Corporation: 0120-696-505

(Office hours: 9:00 to 17:00 weekdays except Saturdays, Sundays and public holidays)

Please refer to the site below for frequently asked questions regarding the Electronic Provision System. https://www.tr.mufg.jp/daikou/denshi.html

At the conclusion of this General Meeting of Shareholders, the terms of office of all ten (10) existing Directors will expire. Therefore, based on the decision of the Nominating Committee, the Company requests the election of ten (10) Directors including seven (7) Outside Directors. The candidates for Directors are as follows. Please refer to the main expertise and area of the candidates for Directors and the committee member planned to be appointed.

Notes: 1. There is no special interest between the candidates and the Company.

1. Outside Directors Yukino Kikuma, Ayako Kobayashi, Toichi Maeda, Yasunobu Suzuki, Tomoharu Suseki, Yoshihide Hata, and Yumiko Hosoi satisfy the "Independence Criteria for Outside Officers" stipulated by the Tokyo Stock Exchange and the Company's "Independence Standards for Outside Directors," and all of these candidates will be independent officers if they are elected as Directors.

2. Yukino Kikuma concurrently serves as a Managing Partner of MATSUO & KOSUGI (legal professional corporation), which has entered into a legal advisory agreement with the Company. The total amount of advisory fees, legal consultation fees, etc. paid by the Group to the law firm is less than 2% of the average annual net sales of the law firm for the past three fiscal years and less than 1% of the annual consolidated net sales of the Company for the fiscal year under review.

3. The Company has, according to the stipulations of Article 427, paragraph (1) of the Companies Act, provisions in the Articles of Incorporation stating that an agreement can be concluded with Directors (excluding those who concurrently serve as Senior Executive Officers) limiting their liability under Article 423, paragraph (1) of the same Act if that Director has undertaken his/her duties in good faith and does not commit any gross errors. 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. The Company has concluded this agreement with Yasuyuki Hotta, Toshiyuki Murasawa, Yukino Kikuma, Ayako Kobayashi, Toichi Maeda, and Yasunobu Suzuki, and if each candidate is elected as Directors, the Company intends to continue this agreement with them, and to newly enter into the agreement with Tomoharu Suseki, Yoshihide Hata, and Yumiko Hosoi.

4. The Company has concluded a Directors and Officers liability insurance contract with an insurance company, as stipulated in Article 430-3, paragraph (1) of the Companies Act. A Director shall take responsibility for the exercise of his/her duties and the contract shall cover damages which may arise from a claim in relation to pursuing the responsibility. However, there are some exemptions applied to such deeds as when the Director acts while knowing that his/her conduct violates laws and regulations. The Company plans to renew the said contract in July 2026, under which each of the candidates is insured if they are elected.

5. Yukino Kikuma concurrently holds the position of Outside Director of ALCONIX CORPORATION. ALCONIX CORPORATION has formulated and been working on measures centered on strengthening its internal control system in response to the improper accounting procedure at its consolidated subsidiary that was detected in November 2020. Although Yukino Kikuma had not recognized the fact before the improper accounting procedure was revealed, she had made comments about the importance of compliance at Board of Directors meetings of ALCONIX CORPORATION even before the incident. After the fact was disclosed, she made proposals about investigating the fact, looking into the cause, and preventing the recurrence.

6. Ayako Kobayashi concurrently holds the position of Outside Director of The Musashino Bank, Ltd. The bank is implementing measures to improve operations to avoid recurrence of administrative disciplinary action (a business improvement order) imposed by the Kanto Finance Bureau in June 2023 for the issue related to investor protection in financial instruments intermediary services concerning the solicitation and sales of structured bonds. Although Ayako Kobayashi had not recognized the fact before it was revealed, she had made comments about reinforcement of the business administration structure and control before the incident. After the fact was disclosed, she made proposals about investigating the fact, looking into the cause, and preventing recurrence.

7. Toichi Maeda concurrently held the position of Chairman & Director of EBARA CORPORATION until March 2025. EBARA CORPORATION received a recommendation based on the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors from the Japan Fair Trade Commission in February 2025. Although Toichi Maeda had not recognized the fact before it was revealed, he had been making proposals, etc. from the perspective of legal compliance at the Board of Directors meetings before that time. After the fact was recognized, he made proposals, etc. about looking into the incident immediately, and strengthening the internal control systems and ensuring thorough compliance with a mind to preventing recurrence.

8. Yukino Kikuma is scheduled to retire from her position as External Director of KOSÉ Corporation on March 27, 2026 due to expiration of her term of office.

9. Ayako Kobayashi's name on her family register is Ayako Nakajima.

10. Yumiko Hosoi's name on her family register is Yumiko Ando.

(Reference)

We determine that a candidate for an Outside Director is independent if the candidate satisfies the requirements for the outsideness stipulated by the Companies Act and does not fall under any of the following items (i) through (xii).

1. A person who has been an Executive (Note 1) of the Company or its subsidiaries (hereinafter referred to as the "KITZ Group") or a person who has been an executive of the KITZ Group within the past 10 years (Note 2)

   (Note 1) "Executive" shall mean an executive set forth in Article 2, paragraph 3, item 6, of the Regulations for Enforcement of the Companies Act, and includes an Executive Director, Senior Executive Officer, and other employees, as well as an Executive Officer, advisor, consultant, or any other person in a position equivalent to that of an officer.

   (Note 2) "Past 10 years" shall mean the 10 years prior to the appointment as an Outside Director. However, if the person has served as a Non-Executive Director or an Auditor of the KITZ Group at any time within the past 10 years, this means the 10 years prior to the appointment as such position.

2. A person whose main business partner is the KITZ Group (Note 3) or an executive thereof

   (Note 3) "A person whose main business partner is the KITZ Group" shall mean a business partner who provides products or services to the KITZ Group and whose transaction amount (the amount paid by the KITZ Group to that person) in the most recent business year is 2% or more of that person's annual consolidated gross sales.

3. A main business partner of the KITZ Group (Note 4) or an executive thereof

   (Note 4) "A main business partner of the KITZ Group" shall mean a business partner to whom the KITZ Group provides products or services and whose transaction amount (the amount paid by that person to the KITZ Group) in the most recent business year is 2% or more of the KITZ Group's annual consolidated gross sales.

4. A main financial institution (Note 5) from which the KITZ Group borrows money or an executive thereof

   (Note 5) "A main financial institution" shall mean a financial institution or its parent company or subsidiary that lends to the KITZ Group an amount of 2% or more of the consolidated assets of the KITZ Group as of the end of the most recent business year.

5. A person who is a legal expert such as a lawyer, an accounting expert such as a certified public accountant or tax accountant, or a consultant who receives a large amount of money or other property in addition to executive remuneration (Note 6) from the KITZ Group (however, if the party receiving the property benefit is an organization, such as a corporation or association, the person means one who is a director or other executive of the organization)

   (Note 6) "A large amount of money or other property" shall mean, if the party receiving the property is an individual, monetary or other property benefits exceeding 10 million yen in the most recent business year, or if the party receiving the property is an organization such as a corporation or association, monetary or other property benefits equal to or exceeding an amount of 2% of the organization's consolidated gross sales or total revenue on average over the past three business years.

6. A certified public accountant who serves as an auditor of the KITZ Group, or a member, partner, or employee of an audit firm engaged as such an auditor

7. A person who receives large donations or subsidies (Note 7) from the KITZ Group (however, if the party receiving such donations or subsidies is an organization, such as a corporation or association, a director or other executive of the party is the person described in this paragraph)

   (Note 7) "Large donations or subsidies" shall mean donations or subsidies of money or other property exceeding 10 million yen in the most recent business year.

8. A main shareholder of the Company (Note 8) or, if the shareholder is a corporation, an executive of the corporation

   (Note 8) "A main shareholder of the Company" shall mean a shareholder who owns 5% or more of voting rights at the end of the most recent business year, regardless of direct or indirect ownership.

9. A person in which the KITZ Group is a major investor (Note 9) or an executive thereof

   (Note 9) "A major investor" shall mean a party to which the KITZ Group has invested 5% or more of the voting rights of that party at the end of the most recent business year.

10. A company that accepts a Director (full-time or part-time) from the KITZ Group, or the executive of its parent company or subsidiary

11. A person who has fallen under any of the items (ii) through (x) above in the past three years

    (Note 10) However, item (vi) above applies only to individuals who were actually responsible for providing audit services to the KITZ Group, including those who have already resigned or left their organization.

12. A close relative (Note 12) of a person who falls under any of the following (limited to a person in an important position (Note 11))

    1. A person who is currently the executive or Non-Executive Director of the KITZ Group

    2. A person who has been the executive of the KITZ Group in the past three years

    3. A person who falls under any of the items (ii) through (xi) above

(Note 11) "A person in an important position" shall refer to a Director, Senior Executive Officer, Executive Officer, advisor, consultant, or any other person in a position equivalent to an officer, or an employee in a senior management position equivalent to department manager or above. However, for the purposes of item (3), the term "Director" in "A person in an important position" refers only to an Executive Director and excludes a Non-executive Director.

(Note 12) "A close relative" shall refer to a spouse or a relative within the second degree of kinship.

At the conclusion of this General Meeting of Shareholders, Ernst & Young ShinNihon LLC, which is the Financial Auditor of the Company, will retire due to the expiration of term of office. Therefore, based on the decision of the Audit Committee, the Company requests the election of new Financial Auditor.

The Audit Committee nominated KPMG AZSA LLC as a candidate for Financial Auditor because the Committee determined KPMG AZSA LLC to be the most appropriate in a comprehensive consideration of the facts that an audit from new perspectives can be expected with change of Financial Auditor as the existing Financial Auditor has served for a continuous long period, that it has an audit structure suitable for the Company's global business deployment and governance system, that it has the expertise, independence, quality control structure, and a reasonableness of audit fees, all of which are required in line with the Company's Financial Auditor Selection and Evaluation Standards.

The candidate for Financial Auditor is as follows.

(As of June 30, 2025)

(from January 1, 2025 to December 31, 2025)

1. Status of the Corporate Group

   1. Progress and results of operations

      1. Progress and outcomes of business activities

         During the fiscal year ended December 31, 2025, the global economy remained subject to future uncertainty amid factors that included the Russia-Ukraine war, situations in the Middle East, and other such geopolitical risks, a prolonged slump in China's real estate market, concerns of a worldwide economic downturn triggered by U.S. tariff measures, escalation of U.S.-China trade friction, and foreign exchange market volatility. The Japanese economy remained susceptible to adverse conditions such as a persisting scenario of rising prices driven by hikes in policy interest rates, surging energy resource and raw material prices as well as exchange rate fluctuations, despite continuance of robust inbound demand, record high Nikkei Stock Average and other such factors.

         Under these circumstances, total net sales increased by 2.7% year on year to ¥176,682 million in the fiscal year under review. The increase was a result of higher revenue in the Valve Manufacturing Business, mainly reflecting higher sales volume in the overseas market and effects of price revisions, more than offsetting a decline in sales for semiconductor manufacturing equipment. The increase was also attributable to higher revenue in the Brass Bar Manufacturing Business mainly due to higher sales volume.

         In terms of profit and loss, operating profit increased by 8.7% year on year to ¥15,454 million, mainly due to the increased revenue from higher sales volume in the Valve Manufacturing Business. Ordinary profit increased by 5.2% year on year to ¥16,071 million, and profit attributable to owners of parent was down 3.0% year on year to ¥11,465 million, mainly due to a decrease in gain on sale of investment securities from the sale of cross-shareholdings.

         The result of each business segment is as follows.

         Valve Manufacturing (Composition ratio 80.0%)

         In the Valve Manufacturing Business, net sales to external customers increased by 1.3% year on year to ¥141,415 million, mainly reflecting higher sales volume in the overseas market and effects of price revisions, more than offsetting a decline in sales for semiconductor manufacturing equipment. Operating profit increased by 8.4% year on year to ¥18,886 million, mainly due to the increased revenue from higher sales volume.

         Brass Bar Manufacturing (Composition ratio 18.4%)

         In the Brass Bar Manufacturing Business, net sales to external customers increased by 9.0% year on year to ¥32,514 million, mainly due to higher sales volume. Operating profit decreased by 2.4% year on year to ¥865 million, mainly due to higher repair expenses.

         Other (Composition ratio 1.6%)

         In Other Businesses, net sales to external customers increased by 4.0% year on year to ¥2,752 million, mainly due to the strong performance of the hotel business. Operating profit increased by 17.0% year on year to ¥171 million, mainly due to the increase in net sales.

         Net sales by business segment of the corporate group (Units: Millions of yen)

         Business Segment	111th term (FYE December 2024)		112th term (FYE December 2025)		Year-on-year
         	Amount	Composition ratio (%)	Amount	Composition ratio (%)	Amount	Rate of change (%)
         Valve Manufacturing	139,556	81.1	141,415	80.0	1,859	1.3
         Brass Bar Manufacturing	29,838	17.3	32,514	18.4	2,675	9.0
         Other	2,647	1.6	2,752	1.6	105	4.0
         Total	172,042	100	176,682	100	4,639	2.7

         Operating income or loss by business segment of the corporate group (Units: Millions of yen)

         Business Segment	111th term (FYE December 2024)	112th term (FYE December 2025)	Year-on-year
         	Amount	Amount	Amount	Rate of change (%)
         Valve Manufacturing	17,419	18,886	1,466	8.4
         Brass Bar Manufacturing	886	865	(21)	(2.4)
         Other	146	171	24	17.0
         Adjustments	(4,232)	(4,467)	(235)	-
         Total	14,220	15,454	1,234	8.7

      2. Capital expenditures

         The total capital investment was ¥13,435 million (including intangible assets) for the current fiscal year as KITZ Corporation of Vietnam Co., Ltd., the Company's subsidiary, constructed a new plant for manufacturing valves for semiconductor equipment, and other companies in the Group invested in the renewal of production facilities in the Valve Manufacturing Business.

      3. Financing activities

         The balance of interest-bearing debt (including lease obligations) increased by ¥924 million from the end of the previous fiscal year to ¥37,013 million.

      4. Status of Significant Reorganization

         Effective January 1, 2025, the Company merged with Toyo Valve Co., Ltd., which was a wholly owned subsidiary of the Company, through absorption-type merger with the Company as the surviving company and assumed all the rights and obligations of Toyo Valve Co., Ltd.

   2. Assets and profit and loss in the last three fiscal years preceding the fiscal year under review

      1. Assets and profit and loss of the corporate group

         (Units: Millions of yen)

         Category	109th term (FYE December 2022)	110th term (FYE December 2023)	111th term (FYE December 2024)	112th term (FYE December 2025)
         Net sales	159,914	166,941	172,042	176,682
         Ordinary profit	12,045	14,452	15,276	16,071
         Profit attributable to owners of parent	8,549	10,591	11,824	11,465
         Basic earnings per share (yen)	95.35	118.07	132.64	131.85
         Total assets	152,569	166,693	172,406	184,325
         Net assets	91,042	102,207	109,809	119,790
         Net assets per share (yen)	1,002.69	1,124.39	1,246.16	1,358.57

         Notes:

         1. Basic earnings per share is calculated based on the average number of shares outstanding during the term. Net assets per share is calculated based on total number of shares outstanding at the end of the term. The number of shares outstanding as aforementioned does not include treasury shares.

         2. The Company adopted a Board Incentive Plan (BIP) trust, and the number of the Company's shares held in the trust is recorded as treasury shares in the consolidated financial statements. Therefore, for the calculation of basic earnings per share, the said number is included in the treasury shares deducted in the calculation of the average number of outstanding shares for the term, and for the calculation of the net assets per share, the said number is included in the treasury shares deducted in the calculation of the number of shares outstanding at the end of the term.

      2. Assets and profit and loss of the Company

         (Units: Millions of yen)

         Category	109th term (FYE December 2022)	110th term (FYE December 2023)	111th term (FYE December 2024)	112th term (FYE December 2025)
         Net sales	69,338	72,169	72,591	79,929
         Ordinary profit	4,657	7,251	7,958	8,853
         Profit	4,120	6,957	7,628	8,982
         Basic earnings per share (yen)	45.95	77.56	85.57	103.30
         Total assets	107,706	111,108	113,777	115,878
         Net assets	55,645	59,616	59,996	64,986
         Net assets per share (yen)	620.13	664.50	689.80	747.21

         Note:

         For notes of assets and profit and loss of the Company, please refer to notes of (i) Assets and profit and loss of the corporate group.

   3. Ongoing challenges for the corporate group

      1. Progress of the Second Medium-term Management Plan

         The KITZ Group has set a target of 13% ROE in 2030 and is working towards realizing its Longterm Management Vision "Beyond New Heights 2030 - Change the Flow." Under the First Medium-term Plan 2024 (FY2022-2024), we have aggressively executed investments in growth fields such as the semiconductor market while strengthening our core business, which is our business foundation. "SHIN Global 2027" was announced in the Second Medium-term Plan (FY2025-2027), with the Group aiming to become a true global company by yielding results of investments made under the First Medium-term Plan while further advancing investments in growth fields and areas.

         As the first year of the Second Medium-term Plan, the Group aimed to deepen its market and area strategy in 2025 by taking efforts such as investing in the expansion of its US sales offices and increasing capacity at its Thai production bases, amid the growing demand for data centers. In addition, we reorganized the internal organization into a market-focused Strategic Business Units ("SBUs") structure to quickly and accurately grasp the market and customer needs, putting in place a system to meet those expectations. We have also consolidated the offices of domestic Group companies and strengthened the group synergies as "Global One KITZ."

         In FY2026, in order to accelerate such initiatives, we will make further investment into growth markets and work with a strong will on initiatives described on the KITZ Group Strong Will Sheet that outlines our targets and key performance indicators (KPIs) designed to advance the realization of the Group's materialities (key management themes), while further promoting sustainability management for sustained improvement in corporate value.

         
         
         

      2. Business Strategies

         1. Valve Manufacturing Business

            In the Valve Manufacturing Business, we have divided our target markets into eight categories and are developing business initiatives based on the market. In the core markets, we will further strengthen the foundations that form the core of the KITZ Group, backed by growing demand for data centers primarily in the U.S. and for urban development and next-generation energy projects. In the Growth markets, on the back of the global rise of the semiconductor market and with our entry into the hydrogen supply chain with a view towards a decarbonized society, we will convert our investments based on the growth strategy into results. We will also work to further transform our revenue structure by developing and launching products for growth markets.

         2. Metal Solutions Business (the segment name changed from the Brass Bar Manufacturing Business from the 113th term)

            In the Metal Solutions Business, we are progressing with transformation of the business portfolio through initiatives including taking on the challenge of new materials and strengthening the processing business, as well as material recycling. As part of this transformation, we have decided to reflect the details of these businesses in the name of the SBU and operating segment. We will work to further improve profitability through continuous cost reductions, in addition to expanding sales of high value-added products in growth fields.

         3. Transition to Strategic Business Units (SBUs) Organization

In order to achieve further business growth, the KITZ Group reformed its organization from the conventional function-based organization to a market-focused SBU structure effective January 2025. Under the SBUs, manufacturing, sales, and technology are integrated, enabling us to accelerate the execution of our business strategies by responding swiftly to customer needs in each market. The business and markets under the jurisdiction of each SBU is as follows.

(Reference)

Strategic Business Units: Key Strategies

We offer valves for air conditioning and sanitation in buildings and facilities, such as offices and factories. We also handle the valves incorporated into production equipment used at production and processing lines for machine equipment.

Our BU, which is responsible for a core business of the KITZ Group, has its clear role. We focus on the numbers in sales, thoroughly reduce costs in production, and generate stable profits. Under the Second Medium-term Plan, we will transform the manufacturing structure itself while considering production site changes, in addition to increasing the production of valves and raising plant operation. We will continue to support the Group's growth

investments by enhancing our competitiveness through improvement initiatives and building a solid revenue foundation. We are determined to strengthen our core business and are committed to steadily execute our initiatives.

We developed new products with high cost competitiveness with an aim to expand our shares in the ASEAN market. In addition, we relocated and expanded a warehouse at our local sales company in the US to enhance our ability to meet delivery timelines in response to the anticipated growth of US data center market. On production front, we resolved to expand a plant at a Group subsidiary in Thailand to increase production capacity. In Japan, in addition to data center-related orders, we started to take actions to acquire more market shares by identifying market needs in details through the enhanced dialogues with the distributors.

Warehouse at our US sales company; relocated and expanded

We will expand sales of new products for the overseas markets at full-scale and strengthen our cost competitiveness through optimization of production locations and maximization of plant operations. Additionally, we will enhance our supply capabilities for data center market through the expansion of a plant at our Thai subsidiary. We will fully leverage our business structure that integrates manufacturing, sales, and technologies to optimize our operations from marketing to development and production in a comprehensive manner, aiming to achieve both expansion of sales and higher profitability.

Enhance supply capabilities for data center market

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