METAWATER : Matters Concerning Controlling Shareholders, etc. (Year Ended March 31, 2022)

	June 21, 2022
TRANSLATION - FOR REFERENCE ONLY
Company	METAWATER Co., Ltd.
Representative	Kenji Yamaguchi, President and Representative Director
	(Securities code: 9551 Prime Market of Tokyo Stock Exchange)
Contact	Shingo Nishimura, Executive General Manager,
	Corporate Strategy Planning Office
	(Tel: [phone])

Matters Concerning Controlling Shareholders, etc. (Year Ended March 31, 2022)

Matters related to controlling shareholders, etc. in regard to NGK INSULATORS, LTD. and Fuji Electric Co., Ltd., which are other affiliates of METAWATER Co., Ltd. (the "Company"), for the year ended March 31, 2022 are as follows.

1. Company name, etc. of the parent company, controlling shareholder (excluding parent company), any other affiliates, or the parent company of any other affiliates

						(As of March 31, 2022)
		Ownership (%)		Financial instruments exchange, etc.
Name	Classification	Direct	Other		Total	on which share certificates, etc.
		ownership	holdings		issued are listed
NGK INSULATORS,	Other affiliate	24.4	0.00		24.4	Tokyo Stock Exchange, Inc.
LTD.		Nagoya Stock Exchange, Inc.
						Tokyo Stock Exchange, Inc.
Fuji Electric Co., Ltd.	Other affiliate	24.3	0.00		24.3	Nagoya Stock Exchange, Inc.
	Securities Membership Corporation
						Fukuoka Stock Exchange

2. Name of the parent company, etc. recognized as having the greatest influence on the Company, and the reasons therefor

Name	Reasons why influence on the Company is considered to be equal
	・ Both companies are major shareholders, with NGK INSULATORS, LTD. holding
NGK INSULATORS, LTD.	24.4% and Fuji Electric Co., Ltd. holding 24.3% of the Company's voting rights.
・ The Company has business transactions with both companies, but the annual amount
Fuji Electric Co., Ltd.	of transactions with the Company varies depending on the orders received by the
	Company.

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3. Positioning of the Company in corporate group of parent company, etc. and other relationships between the Company and parent company, etc.

The Company is an equity-method affiliate of NGK INSULATORS, LTD. and Fuji Electric Co., Ltd., but neither company is involved in the business activities or management decisions of the Company, and the Company makes its own decisions.

The Company engages in transactions such as outsourcing the manufacture of ceramic membranes, etc. to NGK INSULATORS, LTD., outsourcing the manufacture of switchboards, etc. to Fuji Electric Co., Ltd., and ordering electrical work from Fuji Electric Co., Ltd. In doing so, the Company refers to market trends and other factors, and makes decisions after negotiations on a case-by-case basis, based on estimates, in the same manner as for general transactions.

By appointing highly independent Outside Directors and Outside Auditors from the viewpoint of protecting general shareholders, the Company aims to increase the objectivity of management decision-making and improve the soundness and transparency of the Company. The Company has established standards for the independence of outside officers, and 3 Outside Directors (Kaoru Aizawa, Fumiko Kosao, and Tsuneo Tanai) and 2 Outside Auditors (Taku Fukui and Masami Kusunoki) have been designated as independent officers and registered with the Tokyo Stock Exchange as they fulfill these standards and the requirements for independent officers set by the Tokyo Stock Exchange.

4. Matters concerning transactions with controlling shareholders, etc. Year ended March 31, 2022 (from April 1, 2021 to March 31, 2022)

	Name of		Share capital		Ownership of			Transactio		Year-end
		or	Contents of	Relationship
		voting rights, etc.	Nature of	n amount		balance
Type	company, etc.	Location	contributions	business or	with related	Items
	or individual		(millions of	occupation	(ownership)	parties	transaction	(millions		(millions of
		(%)		of yen)		yen)
			yen)
				Development,
				manufacture,
				sale, service, etc.			Purchase of
	NGK			of products
Other	Mizuho-ku,		related to energy	(Ownership)	Purchase of	products,		Accounts
INSULATORS,	69,849	1,267	1,123
affiliate	LTD.	Nagoya		infrastructure,	Direct 24.4	products	etc.		payable
			ceramics,			(Notes 1, 2)
				electronics,
				process
				technology, etc.
				Development,
				production,
				sales, services,
				etc. pertaining to
				products related
				to power
				electronics			Purchase of
Other	Fuji Electric	Kawasaki-ku,	47,586	systems energy,	(Ownership)	Purchase of	products,	9,448	Accounts	5,122
affiliate	Co., Ltd.	Kawasaki	power	Direct 24.3	products	etc.	payable
				electronics			(Notes 1, 2)
				systems industry,
				electronic
				devices, food
				distribution,
				power generation
				plants, etc.
(Notes)	Transaction terms and conditions and policy for determining transaction terms and conditions, etc.
	Prices and other terms and conditions of transactions are determined after negotiations on a case-by-case basis, with
	reference to market trends and other factors, and are based on estimates, in the same manner as for general transactions.

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