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Notice of Convocation of the 152Nd Ordinary General Meeting of Shareholders of Komatsu Ltd

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Notice of Convocation of the 152Nd Ordinary General Meeting of Shareholders of Komatsu Ltd May 28, 2021 Dear Shareholders: Notice of Convocation of the 152nd Ordinary General Meeting of Shareholders of Komatsu Ltd. Komatsu Ltd. (Translation) Notes: 1. This document has been translated from the Japanese original for the convenience of foreign shareholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail. 2. Regarding nonresident shareholders, if you wish to exercise your voting rights, please instruct your custodians, nominees or brokers accordingly in advance of the date of the Ordinary General Meeting of Shareholders. Table of Contents NOTICE OF CONVOCATION OF THE ONE HUNDRED AND FIFTY-SECOND (152ND) ORDINARY GENERAL MEETING OF SHAREHOLDERS OF KOMATSU LTD. .............................2 Reference Materials for the General Meeting of Shareholders ............................................................6 Business Report ..................................................................................................................................25 Consolidated Financial Statements ....................................................................................................65 Non-Consolidated Financial Statements ............................................................................................68 Auditors’ Report .................................................................................................................................71 * Parts of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements have been posted separately on our website (https://home.komatsu/jp/ir/). Information in English has been posted on our English website (https://home.komatsu/en/ir/). To All Our Shareholders President Thank you for your continuous support of the business of the Komatsu Group. I would like to extend our sincere condolences for all those who have passed away due to COVID-19 as well as to their bereft families, and our sympathy to those who have been infected. I am also sincerely grateful to everyone who has worked tirelessly to maintain our social system, most notably professionals in the medical and health care field. I hereby provide notice of convocation of the 152nd Ordinary General Meeting of Shareholders, which is to be held on June 18, 2021. The Komatsu Group has been executing its business strategy according to the three-year mid-term management plan “DANTOTSU Value – FORWARD Together for Sustainable Growth” since April 2019, under which we are eagerly pursuing three pillars of growth strategies, i.e., 1) value creation by means of innovation, 2) growth strategies based on business reforms, and 3) structural reforms for growth. The business environment in fiscal year 2020 turned out to be challenging due to the slowdown of economic activities affected by the worldwide pandemic of COVID-19, which continues to persist to date. Also, the requirement from society to focus on ESG issues and initiatives to achieve SDGs, among others climate change and carbon neutrality, is intensifying continuously and globally. These conditions surrounding us have made it increasingly important to promote advanced products, services and solutions which create value at our customers’ worksites, while keeping our eyes fixed on the needs of society during and after the pandemic. In order to achieve sustainable growth, we continue dedicating our resources to the activities designated in the mid-term management plan: automation, autonomy (self- supporting), electrification and remote control of construction and mining equipment; the solution business, which optimizes customers’ operations at their worksites; reinforcement of the after-market business through the application of IoT and AI; and products, services and solutions that contribute to environmental protection and a circular economy, such as remanufacturing and the forestry equipment business. Komatsu celebrated its 100th Anniversary on May 13, 2021. I would like to extend our heartfelt gratitude to all stakeholders, including our valued shareholders, for their support to this day. Aiming at continuous growth in the next 100 years, we reiterate our commitment to “quality and reliability,” will create new value through manufacturing and technological innovation, and will strive to realize a future where individuals, society and our planet prosper harmoniously. Finally, I would like to take the opportunity to ask our shareholders for your kind and continuous support. May 2021 NOTICE OF CONVOCATION OF THE ONE HUNDRED AND FIFTY-SECOND (152ND) ORDINARY GENERAL MEETING OF SHAREHOLDERS OF KOMATSU LTD. Securities Code: 6301 May 28, 2021 Dear Shareholders: This year we have decided to hold the General Meeting of Shareholders, taking appropriate countermeasures to prevent the spread of COVID-19. In light of this situation where there is a focus on preventing infection, we are requesting that shareholders refrain from attending in person on the day of the General Meeting of Shareholders, and exercise your voting rights by conventional postal delivery or via the Internet after reviewing the attached “Reference Materials for the General Meeting of Shareholders” (pages 6 to 24). Sincerely, Hiroyuki Ogawa President Komatsu Ltd. 3-6, Akasaka 2-chome, Minato-ku, Tokyo 2 Details 1. Date and Time: Friday, June 18, 2021 at 10:00 a.m. (Japan time) 2. Place: “Kujaku-no-ma,” (main venue), 2nd floor of the Main Building, Imperial Hotel Tokyo 1-1, Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo 3. Purpose: Items to Be Reported (1) The Business Report and the Consolidated Financial Statements for the 152nd fiscal year (April 1, 2020 – March 31, 2021), as well as the Audit Results Report of the Accounting Auditors and the Audit & Supervisory Board on the Consolidated Financial Statements (2) The Non-Consolidated Financial Statements for the 152nd fiscal year (April 1, 2020 – March 31, 2021) Items to Be Resolved Item 1: Appropriation of Surplus Item 2: Election of Nine (9) Directors Item 3: Election of Two (2) Audit & Supervisory Board Members Note: Any changes to the date, time, and venue, etc. of the General Meeting of Shareholders due to changes in the status of COVID-19 infections going forward will be promptly announced on the Company’s website, etc. The Company’s website: https://home.komatsu/jp/ir/ 3 Guidance on Methods for Exercise of Voting Rights Exercise of voting rights in advance By conventional postal delivery Deadline for exercising voting rights: To arrive at the Company by 5:45 p.m. on Thursday, June 17, 2021 (Japan time) Please indicate “for” or “against” for each agenda item shown on the enclosed Card for Exercising Voting Rights, and return it via the conventional postal delivery system. Via the Internet* Deadline for exercising voting rights: To be performed by 5:45 p.m. on Thursday, June 17, 2021 (Japan time) Website designated by the Company: https://evote.tr.mufg.jp/ Please indicate “for” or “against” for each agenda item. Institutional investors can utilize the electronic platform for exercising voting rights, which is operated by ICJ, Inc. *Voting via the Internet other than through the ICJ platform is only available for registered shareholders in Japan and only in the Japanese language. The ICJ platform is an electronic voting platform for institutional investors available via the ProxyEdge® system of Broadridge. For further details, please consult with your custodian(s), nominee(s) and/or broker(s). Physically attending on the day of the General Meeting of Shareholders Attendance at the General Meeting of Shareholders Date and time: Friday, June 18, 2021 at 10:00 a.m. (Japan time) The reception desk is scheduled to open at 9:00 a.m. Please bring the enclosed Card for Exercising Voting Rights and submit it at the reception. 4. Handling of Votes (1) If you exercise your voting rights twice, both by conventional postal delivery and via the Internet, the voting via the Internet shall prevail regardless of the arrival date of the mailed vote. In the case of multiple votes via the Internet, etc., the last votes shall prevail. (2) If you diversely exercise your voting rights, you are required to notify the Company of the details and the reasons for this in writing. 4 For Internet Disclosure: the Company’s website (https://home.komatsu/jp/ir/) *Information in English has been posted on our English website (https://home.komatsu/en/ir/). Information regarding the items listed below is not contained within this document, entitled “Notice of Convocation of the 152nd Ordinary General Meeting of Shareholders of Komatsu Ltd.” In accordance with relevant laws and regulations and with Article 16 of the Company’s Articles of Incorporation, such information in Japanese has been posted separately on our website. Financial Position and Profit/Loss Trends Major Lines of Business Principal Offices and Plants Matters Regarding Stock Acquisition Rights 1 Business Report of the Company, etc. Systems for Ensuring the Properness of Operations and Outline of Management of such Systems Consolidated Statement of Equity 2 Consolidated Financial Statements Notes to Consolidated Financial Statements Non-Consolidated Statement of Changes in Net Assets 3 Non-Consolidated Financial Statements Notes to Non-Consolidated Financial Statements The Business Report that the Audit & Supervisory Board Members audited and the Consolidated Financial Statements and Non-Consolidated Financial Statements that the Accounting Auditor and the Audit & Supervisory Board Members audited comprise each document
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