Air Water : Notice of 2023 Annual General Meeting and Meeting Materials

Candidate

Name

Current Positions and Areas of Responsibility in the Company, etc.

Number

1

Kikuo Toyoda

Chairman and

Chief Executive Officer (CEO)

Reappointed

Representative Director

2

Ryosuke Matsubayashi

President and

Chief Operating Officer (COO)

Reappointed

Representative Director

3

Keita Hara

Director and Senior

General Manager of Corporate Technology Strategy

Reappointed

Managing Executive Officer

Center

4

Hidetoshi Onoe

Managing Executive Officer

In charge of Health & Safety Group, General

Newly appointed

Manager of Consumer Health Business Unit

In charge of Global & Engineering Group, General

5

Shigeki Otsuka

Managing Executive Officer

Manager of Engineering Center, President of AIR

Newly appointed

WATER ENGINEERING INC.

6

Tsuyoshi Tanaka

Managing Executive Officer

In charge of Digital & Industry Group, General

Newly appointed

Manager of Industrial Gas Business Unit

7

Yukiko Sakamoto

External Director

External Director

Reappointed

Independent Officer

8

Takao Matsui

External Director

External Director

Reappointed

Independent Officer

9

Yoshihiro Senzai

External Director

External Director

Reappointed

Independent Officer

Candidate

Name

Career Summary, Positions and Areas of Responsibility

Number of Shares

of the Company

Number

(Date of Birth)

in the Company

owned by the

Candidate

Jun. 2019

Chairman, Representative Director and Chief Executive

Officer (CEO) of AIR WATER INC. (current position)

Attendance at the Board of Directors Meetings: 14 / 14

Reasons for nomination as a candidate for Director:

Mr. Kikuo Toyoda served as an Operating Officer of DAIDO Hoxan

Inc., a predecessor of the Company. Since assuming office as Director

in June 2003, he has grown the Medical Business into a pillar of the

Kikuo Toyoda

Company's businesses and has accumulated a wealth of experience in

fields of overall management such as personnel affairs, medical

1

(May 5, 1948)

services and M&As. After assuming office as Chairman and

73,664

Representative Director in June 2019, together with promoting

Reappointed

structural reforms based on "Human Resource Management" and "Data

Management" based on the belief that "Employees create businesses

while businesses make employees grow, so employees and businesses

go hand in hand," he has established a growth axis of "global

environment" and "wellness" as business concepts towards 2030, and

he has led the Group by combining diverse businesses, human

resources, and technologies. We therefore propose his reelection as a

Director of the Company.

Apr. 2023

President, Representative Director and Chief Operating

Officer (COO) of AIR WATER INC. (current position)

Attendance at the Board of Directors Meetings: 11 / 11

Reasons for nomination as a candidate for Director:

Mr. Ryosuke Matsubayashi has held important posts at the Company's

Ryosuke

research institutes, and since assuming office as Executive Officer in

2014, he has been leading the structural reform of the engineering

Matsubayashi

2

division for many years. In addition, he has promoted marketing and

19,306

(Nov. 16, 1964)

business infrastructure building at overseas locations, including North

Reappointed

America. He has served as Executive Vice President and

Representative Director as well as Executive Officer of the Company

since June 2022 and President and Representative Director of the

Company since April 2023, and has extensive experience in overall

management. We therefore propose his reelection as a Director of the

Company.

Jun. 2022

Director, Senior Managing Executive Officer, General

Manager of Corporate Technology Strategy Center of AIR

WATER INC. (current position)

Attendance at the Board of Directors Meetings: 11 / 11

Reasons for nomination as a candidate for Director:

Keita Hara

Mr. Keita Hara assumed office as President and Representative Director

of the Company's subsidiary in 2019 after having held important posts

3

(Apr. 28, 1960)

6,208

in the Research and Development division of Sharp Corporation. Since

Reappointed

2020, as General Manager of Technology Strategy Center, he has

improved the Company's technological capabilities, established the

R&D system that was dispersed within the Group, and strengthened

alliances with universities and other research institutes. He leads the

Group with the aim of realizing healthy lifestyles. We therefore propose

his reelection as a Director of the Company.

Jun. 2023

Managing Executive Officer, in charge of Health & Safety

Group, General Manager of Consumer Health Business

Unit of AIR WATER INC. (current position)

Attendance at the Board of Directors Meetings: -

Hidetoshi Onoe

Reasons for nomination as a candidate for Director:

Mr. Hidetoshi Onoe has held important posts at KYOWA CO., LTD.,

4

(Nov. 5, 1963)

3,869

and assumed office as Director of the Company's subsidiary in 2007.

Newly appointed

Since then, he has served as President and Representative Director of

the Company's subsidiary and General Manager of the Consumer

Health Business Unit, hence, he has extensive experience and insight in

medical-related businesses and overall management. We therefore

propose his election as Director of the Company.

Candidate

Name

Career Summary, Positions and Areas of Responsibility

Number of Shares

of the Company

Number

(Date of Birth)

in the Company

owned by the

Candidate

Jun. 2023

Managing Executive Officer, in charge of Global &

Engineering Group, General Manager of Engineering

Center of AIR WATER INC. and President of AIR WATER

ENGINEERING INC. (current position)

Attendance at the Board of Directors Meetings: -

Reasons for nomination as a candidate for Director:

Shigeki Otsuka

After gaining a variety of international business experience, Mr.

5

(Oct. 12, 1961)

Shigeki Otsuka assumed office as President and Representative

1,200

Director of the Company's subsidiary in 2021, and has been promoting

Newly appointed

the reorganization of dispersed engineering subsidiaries and overseas

plant construction business. He was appointed Managing Executive

Officer of the Company in April 2023, and is working to promote

overseas business in North America and India as well as to strengthen

the structure of the engineering division. Based on his experience and

insight, we propose his election as Director of the Company.

Jun. 2023

Managing Executive Officer, in charge of Digital &

Industry Group, General Manager of Industrial Gas

Business Unit of AIR WATER INC. (current position)

Attendance at the Board of Directors Meetings: -

Tsuyoshi Tanaka

Reasons for nomination as a candidate for Director:

In addition to being well versed in the Industrial Gases Business, the

6

(Mar. 26, 1969)

10,593

Company's business foundation, Mr. Tsuyoshi Tanaka has a wealth of

Newly appointed

experience in overall management, having served as the President and

Representative Director of one of the Regional Business Companies

and contributed to the expansion of business performance. Based on his

experience and insight, we propose his election as Director of the

Company.

Jun. 2014

External Director of AIR WATER INC. (current position)

External Director

Independent officer

Attendance at the Board of Directors Meetings: 14 / 14

Reasons for nomination as a candidate for External Director and

summary of expected roles:

Ms. Yukiko Sakamoto successively held various significant posts in the

Ministry of Health, Labour and Welfare and also served as the

Lieutenant Governor of Shizuoka Prefecture and a member of the

Yukiko Sakamoto

House of Councillors. She has accumulated a wealth of experience and

deep insight through these careers and is deemed to be qualified to

7

(Jan. 20, 1949)

4,318

make continuous use of them for the management of the Company. We

Reappointed

therefore propose her reelection as an External Director of the

Company. Although she has never been involved in corporate

management, we believe that she will be able to appropriately execute

her duties as External Director of the Company for the reasons stated

above. We expect that she will further strengthen the function of the

Board of Directors of the Company by providing advice and

performing supervisory functions for overall management from a

unique viewpoint not shared by the internal Directors, while making

use of her wealth of experience and deep insight.