(Summary English Translation of the Notice of the 109th Ordinary General Meeting of Shareholders Originally Issued inJapanese Language)

MAKITA CORPORATION(Stock code: 6586)
June 3, 2021
To the Shareholders of
MAKITA CORPORATIONNOTICE OF THE 109TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are respectfully requested to attend the 109th Ordinary General Meeting of Shareholders of MAKITA CORPORATION,
which is hereby announced.
To prevent the further spread of the novel coronavirus (COVID-19), we kindly ask you to decide whether or not to attend themeeting after checking your health condition.
Instead of attending the meeting, you may exercise your voting rights by mail or via the Internet in advance. Please review theaccompanying information and exercise the rights by 5 p.m., Thursday, June 24, 2021.

Munetoshi Goto
President
MAKITA CORPORATION
3-11-8, Sumiyoshi-cho, Anjo City,
Aichi Prefecture, 446-8502, Japan
1.

Date and Time: 10 a.m., Friday, June 25, 2021

2.

Place:

3.

Agenda:Items to be Reported:
1. The Business Report, Consolidated Financial Statements for the 109th period (from April 1, 2020 to March 31,2021) and the Audit Reports on such Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board
2. The Financial Statements for the 109th period

Head Office of MAKITA CORPORATION, 5th Floor
3-11-8, Sumiyoshi-cho, Anjo City,
Aichi Prefecture, 446-8502, Japan

Items to be Resolved:
No.1
Appropriation of Surplus
No.2
Partial Amendments to the Articles of Incorporation
No.3
Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
No.4
Election of 4 Directors Who Are Audit & Supervisory Committee Members
No.5
Determination of the Amount of Compensation for Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
No.6
Determination of the Amount of Compensation for Directors Who Are Audit & Supervisory Committee
Members
No.7
Determination of Compensation for the Allotment of Restricted Shares to Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members and Outside Directors)
No.8
Payment of Bonus to Directors
NOTE:

The notes to the consolidated and non-consolidated financial statements are not included in the attachments since
they are posted on the Corporation’s website (https://www.makita.biz/ir/) as provided by laws and regulations andArticle 15 of the Corporation’s Articles of Incorporation. The consolidated and non-consolidated financial
statements audited by the Accounting Auditor and the Audit & Supervisory Board consist of the documents
included in the attachments and the notes to the consolidated and non-consolidated financial statements posted on
the Corporation’s website.
-1-

REFERENCE DOCUMENT
Propositions and Explanatory Information
Agenda Item No. 1: Appropriation of Surplus
The Corporation has its basic policy for profit distribution to propose the dividends with a target consolidated
dividend payout ratio of at least 30% of profit, with a minimum amount for annual total dividends at 10 yen per
share; provided, however, that if special circumstances arise, the amount of dividends will be determined based on
profit attributable to owners of the parent per share (Basic) after certain adjustments reflecting such circumstances.
In accordance with this basic policy for profit distribution, and based on our comprehensive review of theconsolidated business result for this period and forecasts and plans of our future businesses, we propose year-end
dividends to shareholders as follows.
As this dividend, the total dividends for this period under review shall amount to 69 yen per share that include
interim dividends in the amount of 10 yen per share, and the consolidated dividend payout ratio is 30.2 %.
1. Matters on allocation of dividends to shareholders and total amount of allocation
59 yen per share of common stock
Total amount: 16,020,100,316 yen
2. Effective date of dividend payment
June 28, 2021

-2-

Agenda Item No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal(1) The Corporation has strengthened the supervisory function of the Board of Directors by appointing multiple
Independent Outside Directors. With the aim of further strengthening the supervisory function of the Boardof Directors and further enhancing the corporate governance system, we would like to transition to a
Company with an Audit & Supervisory Committee. Along with this transition, amendments shall be made to
the Articles of Incorporation, including the establishment of new provisions regarding the Directors who are
Audit & Supervisory Committee Members and the Audit & Supervisory Committee, and the deletion ofprovisions regarding the Audit & Supervisory Board Members and the Audit & Supervisory Board.
(2) In order for Directors to fully demonstrate their expected roles, new provisions shall be established to enable
partial exemption of Directors from their liability to the extent permitted by applicable laws and regulations,by a resolution of the Board of Directors, in accordance with Article 426, Paragraph 1 of the Companies Act.
Furthermore, pursuant to the Act Partially Amending the Companies Act (Act No. 90 of 2014), which cameinto force on May 1, 2015, changes were made to the scope of Directors who may enter into liability
limitation agreements. Accordingly, Article 28 of the current Articles of Incorporation shall be amended toenable the Corporation to enter into liability limitation agreements with Non-Executive Directors. All Audit& Supervisory Board Members have agreed to the proposed establishment of and amendments to theseprovisions.
(3) In order to attain flexible execution of capital and dividend policies, Articles 32 and 33 of the proposed
amendments shall be newly established, and Article 7 of the current Articles of Incorporation, which overlaps
with certain parts of Article 32 of the proposed amendments, shall be deleted, so that matters including
dividends from surplus may be carried out by a resolution of the Board of Directors, in accordance with
Article 459, Paragraph 1 of the Companies Act.
(4) Other necessary amendments shall also be made, such as changes to the numbering of articles in line with theabove amendments.
2. Details of the amendments
Details of the amendments are as follows from the next page:The proposed amendments to the Articles of Incorporation in this proposal shall become effective at theconclusion of this General Meeting of Shareholders.

-3-(Portions to be amended are underlined.)
Proposed Amendments
CHAPTER ICurrent Articles of Incorporation
CHAPTER I
GENERAL PROVISIONS
Article 1. to Article 3.

GENERAL PROVISIONS(Omitted)

Article 1. to Article 3.

(Unchanged)

Article 4. (Organizations)
In addition to the general meetings of shareholders andDirectors, the Company shall have the following organizations:(1)
Board of Directors(2)
Audit & Supervisory Board Members(3)
Audit & Supervisory Board(4)
Accounting Auditors

Article 4. (Organizations)
In addition to the general meetings of shareholders andDirectors, the Company shall have the following organizations:(1)
Board of Directors(2)
Audit & Supervisory Committee(Deleted)(3)
Accounting Auditors

Article 5.

Article 5.

Article 6.

(Omitted)
CHAPTER II

CHAPTER IISHARESSHARES(Omitted)

Article 6.

Article 7. (Acquisition of treasury stock)
The Company may, by a resolution of the Board of Directors,
purchase shares of the Company by market transactions of otherpermitted methods pursuant to Article 165, Paragraph 2 of theCompanies Act.
Article 8. to Article 11.

(Omitted)(Unchanged)(Deleted)

Article 7. to Article 10.

(Unchanged)

CHAPTER III

CHAPTER III

GENERAL MEETINGS OF SHAREHOLDERS

GENERAL MEETINGS OF SHAREHOLDERS

Article 12. to Article 17.

(Omitted)

Article 11. to Article 16.

(Unchanged)

CHAPTER IV

CHAPTER IV

DIRECTORS AND BOARD OF DIRECTORSDIRECTORS AND BOARD OF DIRECTORS

Article 18. (Number)
The Company shall have not more than fifteen (15) Directors.

Article 17. (Number)(1) The Company shall have not more than fifteen (15)Directors (excluding Directors who are Audit &Supervisory Committee Members).

(New)

(2)

Article 19. (Election)(1) Directors shall be elected at general meetings ofshareholders.
(2)(3)(Unchanged)(Omitted)(Omitted)

The Company shall have not more than five (5) Directors
who are Audit & Supervisory Committee Members.

Article 18. (Election)(1) Directors who are Audit & Supervisory Committee
Members and other Directors shall be separately elected at
general meetings of shareholders.
(2)(Unchanged)(3)(Unchanged)-4-Current Articles of Incorporation
Article 20. (Terms of office)The terms of offices of Directors shall expire at the conclusion of
the ordinary general meeting of shareholders held with respect tothe last business year ending within two (2) years from theirelection.
(New)

The term of office of any Director elected to increase the numberof the Directors or to fill a vacancy shall expire upon the
expiration of the terms of offices of the other Directors then in
office.
(New)

(New)

Proposed Amendments
Article 19. (Terms of office)(1) The terms of offices of Directors (excluding Directors who
are Audit & Supervisory Committee Members) shall expire
at the conclusion of the ordinary general meeting ofshareholders held with respect to the last business year
ending within one (1) year from their election.
(2) The terms of offices of Directors who are Audit &Supervisory Committee Members shall expire at theconclusion of the ordinary general meeting of shareholders
held with respect to the last business year ending within
two (2) years from their election.
(Deleted)

(3)

(4)

The term of office of any Audit & Supervisory Committee
Member elected to fill a vacancy caused by retirement ofan Audit & Supervisory Committee Member before theexpiration of his or her term of office shall expire when theterm of office of his or her predecessor would have
expired.
The effective term of the resolution for the election of a
substitute Director who is an Audit & Supervisory
Committee Member under Article 329, Paragraph 3 of theCompanies Act shall expire at the commencement of theordinary general meeting of shareholders held with respect
to the last business year ending within two (2) years fromhis or her election.

Article 21. (Election of Representative Directors, etc.)
The Board of Directors shall select Directors who have thepower to represent the Company.
By a resolution of the Board of Directors, a chairman, one ormore vice chairmen, a president, one or more executive vicepresidents, senior managing directors (senmu) and managing
directors (jomu) may be appointed.

Article 20. (Selection of Representative Directors, etc.)(1) The Board of Directors shall, by its resolution, selectDirectors who have the power to represent the Company
from among the Directors (excluding Directors who are
Audit & Supervisory Committee Members).
(2) By a resolution of the Board of Directors, a chairman, one
or more vice chairmen, a president, one or more executive
vice presidents, senior managing directors (senmu) andmanaging directors (jomu) may be appointed from among
the Directors (excluding Directors who are Audit &Supervisory Committee Members).

Article 22. (Convocation of meetings)
Unless the date of a meeting is fixed in advance by the Board of
Directors, notice of a meeting of the Board of Directors shall begiven to each Director and Audit & Supervisory Board Member
at least three (3) days prior to the date set for such meeting;provided, however, that in case of urgency, such period may be
shortened.

Article 21. (Convocation of meetings)
Unless the date of a meeting is fixed in advance by the Board of
Directors, notice of a meeting of the Board of Directors shall begiven to each Director at least three (3) days prior to the date set
for such meeting; provided, however, that in case of urgency,such period may be shortened.

Article 23. (Chairman)
The chairman-director shall act as chairman at meetings of theBoard of Directors. When the office of the chairman-director isvacant or the chairman-director is unable to act, thepresident-director shall act as chairman.
When the offices of both the chairman-director and thepresident-director are vacant or they are unable to act, one of theother directors shall act as chairman in accordance with the orderpredetermined by a resolution of the Board of Directors.

Article 22. (Chairman)(1) The chairman-director shall act as chairman at meetings ofthe Board of Directors. When the office of thechairman-director is vacant or the chairman-director isunable to act, the president-director shall act as chairman.
(2) When the offices of both the chairman-director and thepresident-director are vacant or they are unable to act, oneof the other directors shall act as chairman in accordancewith the order predetermined by a resolution of the Board of
Directors.

Article 24.

Article 23.

(Omitted)-5-(Unchanged)

Current Articles of Incorporation(New)

Article 25. to Article 26.

Proposed Amendments
Article 24. (Delegation of decisions on important businessexecution)
In accordance with Article 399-13, Paragraph 6 of theCompanies Act, the Board of Directors may, by its resolution,delegate the decision on important business execution (excluding
matters set forth in items of Paragraph 5 of the same Article) to
Directors in whole or in part.

(Omitted)

Article 25. to Article 26.

(Unchanged)

Article 27. (Compensation, etc.)
Compensation, bonuses and other financial benefits given by theCompany in consideration of the performance of duties(hereinafter referred to as the “Compensation, etc.”) to Directors
shall be determined by a resolution of a general meeting ofshareholders.

Article 27. (Compensation, etc.)
Compensation, bonuses and other financial benefits given by theCompany in consideration of the performance of duties to
Directors shall be determined by a resolution of a general
meeting of shareholders, separately for Directors who are Audit& Supervisory Committee Members and other Directors.

Article 28. (Liability Limitation Agreement with Outside
Directors)(New)

Article 28. (Exemption of Directors from liability)

The Company may enter into a liability limitation agreementwith Outside Directors which limits the maximum amount of
their liabilities arising from their failure to perform their duties inaccordance with Article 427, Paragraph 1 of the Companies Act;
provided, however, that limited amount of liability under suchagreement shall be the sum of amounts provided for inapplicable laws and regulations.

(1) In accordance with Article 426, Paragraph 1 of theCompanies Act, the Company may, by a resolution of theBoard of Directors, exempt Directors (including former
Directors) from their liability arising from their failure to
perform their duties, to the extent permitted by applicablelaws and regulations.
(2) The Company may enter into a liability limitationagreement with Directors (excluding those who are
Executive Directors, etc.) which limits the maximum
amount of their liability arising from their failure to performtheir duties in accordance with Article 427, Paragraph 1 of
the Companies Act; provided, however, that limited amountof liability under such agreement shall be the sum ofamounts provided for in applicable laws and regulations.
(Deleted)

CHAPTER V
AUDIT & SUPERVISORY BOARD MEMBERS
AND AUDIT & SUPERVISORY BOARD
Article 29. (Number)
The Company shall have not more than five (5) Audit &Supervisory Board Members.

(Deleted)

Article 30. (Election)
Audit & Supervisory Board Members shall be elected at general
meetings of shareholders.
In order to adopt resolutions for the election of Audit &Supervisory Board Members, shareholders holding not less than
one-third (1/3) of the voting rights of the shareholders entitled toexercise voting rights shall be present thereat and a majority ofthe votes of such shareholders shall be required.

(Deleted)-6-

Current Articles of Incorporation
Article 31. (Terms of office)(1) The terms of offices of Audit & Supervisory Board
Members shall expire at the conclusion of the ordinary
general meeting of shareholders held with respect to thelast business year ending within four (4) years from theirelection.
(2) The term of office of any Audit & Supervisory Board
Member elected to fill a vacancy caused by retirement of a
Audit & Supervisory Board Member before the expirationof his or her term of office shall expire when the term ofoffice of his or her predecessor would have expired.

Proposed Amendments(Deleted)

Article 32. (Convocation of meetings)
Unless the date of a meeting is fixed in advance by the Audit &Supervisory Board, notice of a meeting of the Audit &Supervisory Board shall be given to each Audit & Supervisory
Board Member at least three (3) days prior to the date set forsuch meeting; provided, however, that in case of urgency, such
period may be shortened.

(Deleted)

Article 33. (Compensation, etc.)
Compensation, etc. to Audit & Supervisory Board Members shallbe determined by a resolution of a general meeting ofshareholders.

(Deleted)

Article 34. (Liability limitation agreement with Outside Audit &Supervisory Board Members)
The Company may enter into a liability limitation agreementwith Outside Audit & Supervisory Board Members which limits
the maximum amount of their liability arising from their failure
to perform their duties in accordance with Article 427, Paragraph
1 of the Companies Act; provided, however, that the limited
amount of liability under such agreement shall be the sum ofamounts provided for in laws and regulations.

(Deleted)(New)

CHAPTER V
AUDIT & SUPERVISORY COMMITTEE

Article 35.

(New)

Article 29. (Standing Audit & Supervisory Committee Members)
The Audit & Supervisory Committee may, by its resolution,
select Standing Audit & Supervisory Committee Members.

(New)

Article 30. (Convocation of meetings)
Unless the date of a meeting is fixed in advance by the Audit &Supervisory Committee, notice of a meeting of the Audit &Supervisory Committee shall be given to each Audit &Supervisory Committee Member at least three (3) days prior to
the date set for such meeting; provided, however, that in case ofurgency, such period may be shortened.

CHAPTER VI

CHAPTER VI

ACCOUNTSACCOUNTS(Omitted)

Article 31.

-7-(Unchanged)

Current Articles of Incorporation
Article 36. (Dividends from surplus)
Year-end dividends shall be paid to the shareholders or registeredstock pledgees appearing in writing or digitally on the register ofshareholders as of the closing thereof on the 31st day of Marcheach year.

Proposed Amendments(Deleted)

Article 37. (Interim dividends)
The Company may, by a resolution of the Board of Directors,
pay interim dividends to the shareholders or registered stock
pledgees whose names appear in wiring or digitally on theregister of shareholders as of the closing thereof on the 30th day
of September each year.

(Deleted)(New)

Article 32. (Organization determining dividends from surplus)
Unless otherwise provided for in laws and regulations, theCompany may, by a resolution of the Board of Directors,
determine the matters provided for in each item of Article 459,
Paragraph 1 of the Companies Act, including dividends fromsurplus.

(New)

Article 33. (Record date for dividends from surplus)(1) The record date for the year-end dividends of the Company
shall be the 31st day of March each year.
(2) The record date for the interim dividends of the Company
shall be the 30th day of September each year.
(3) In addition to the cases prescribed in the preceding two
paragraphs, the Company may pay dividends from surplus
on any record date determined by the Company.

Article 38. (Prescription period for dividends)
The Company shall be exempted from the obligation to pay
year-end dividends or interim dividends after three (3) years
have elapsed from the date on which the payment of thedividends or interim dividends commenced.

Article 34. (Prescription period for dividends)
In case of cash dividends, the Company shall be exempted fromthe obligation to pay the dividends after three (3) years haveelapsed from the date on which the payment of the dividends
commenced.

(New)

SUPPLEMENTARY PROVISIONS(New)(Transitional measures concerning exemption of Audit &Supervisory Board Members from liability)
Liability limitation agreements referred to in Article 423,
Paragraph 1 of the Companies Act relating to the actions of
Outside Audit & Supervisory Board Members (including former
Outside Audit & Supervisory Board Members) conducted before
the conclusion of the 109th ordinary general meeting ofshareholders shall be as prescribed in Article 34 of the Articles ofIncorporation prior to the amendments by resolution of the sameordinary general meeting of shareholders.

-8-Agenda Item No.3: Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
The Corporation will transition to a Company with an Audit & Supervisory Committee if Agenda Item No. 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed. Accordingly, the term ofoffices of all 12 Directors in office will have expired at the conclusion of this General Meeting of Shareholders,
and we would like to request the election of 11 Directors (excluding Directors who are Audit & Supervisory
Committee Members; the same shall apply throughout this proposal).
Nomination of the candidates for Directors was consulted to the Nomination and Compensation Committee anddetermined at the Board of Directors based on the report.
This proposal shall take effect on condition that the amendments to the Articles of Incorporation in Agenda Item
No. 2 “Partial Amendments to the Articles of Incorporation” take effect.
The candidates are as follows:

Candidate
NumberName

Current positions and responsibilities at the Corporation

Attendance
rate of theBoard ofDirectors
meetings

1

Masahiko Goto

Reelection

Chairman and Representative Director

12/12(100%)

2

Munetoshi Goto

Reelection

President and Representative Director

12/12(100%)

3

Shinichiro Tomita

Reelection

Director, Corporate Officer
General Manager of Purchasing Headquarters

12/12(100%)

4

Tetsuhisa Kaneko

Reelection

5

Tomoyuki Ota

Reelection

6

Takashi Tsuchiya

Reelection

Director, Corporate Officer
General Manager of Domestic Sales Headquarters

12/12(100%)

7

Masaki Yoshida

Reelection

Director, Corporate Officer
Assistant General Manager of Production Headquarters

12/12(100%)

8

Takashi Omote

Reelection

Director, Corporate Officer
General Manager of International Sales Headquarters

12/12(100%)

9

Yukihiro Otsu

Reelection

Director, Corporate Officer
General Manager of Administration Headquarters

12/12(100%)

10

Masahiro Sugino

Reelection
OutsideIndependent

Outside Director

12/12(100%)

11

Takahiro Iwase

New election
OutsideIndependent

Director, Corporate Officer
General Manager of Research and Development
Headquarters
Director, Corporate Officer
Assistant General Manager of Research and Development
Headquarters

―

-9-

12/12
(100%)
12/12(100%)―

Candidate
NumberName(Date of birth)

Brief personal background, title and position and Important concurrent posts

March
Reelection
May
Masahiko Goto
(November 16, 1946) July

1

2

3

1971 Joined the Corporation
1984 Director, Manager of Corporate Planning Department
1987 Managing Director, General Manager of Administration
Headquarters
1989 President and Representative Director
2013 Chairman and Representative Director (present)[Attendance rate of the May
Board of Directors June
meetings]
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Masahiko Goto has been engaged in the management of the Corporation for many years servingas President as well as Chairman, and has contributed to the enhancement of corporate value. The
Corporation proposes his appointment as Director because we believe that his wealth of experienceand broad insight are indispensable for the management of the Corporation.
April
1999 Joined the Corporation
Reelection
April2012 General Manager of International Sales Administration
Munetoshi Goto
Department(April 26, 1975)
June
2013 Director, Corporate Officer, General Manager ofInternational Sales Headquarters[Attendance rate of the2017 President and Representative Director (present)
Board of Directors June
meetings]
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Munetoshi Goto has a deep understanding of the overall business and management of the
Corporation, with experience of serving as General Manager of International Sales Headquarters sinceJune 2013, as well as experience in domestic sales, development, and overseas sales subsidiaries. In
addition, he is leading the growth of the Corporation as President since June 2017. The Corporation
proposes his appointment as Director because we believe that his wealth of experience and insight aswell as his great leadership are indispensable for the management of the Corporation.
March
1974 Joined the Corporation
October
2000 General Manager of Plant Engineering-maintenanceReelection
Department
2001 General Manager of Production Engineering Department
Shinichiro Tomita October(January 11, 1951) September 2003 President of Makita (China) Co., Ltd.
June
2007 Director, Assistant General Manager of Production
Headquarters of the Corporation (in charge of China[Attendance rate of the
Plant)
Board of Directors
June2009 Director, Corporate Officer, General Manager of
meetings]
Research and Development Headquarters (in charge of
12/12
Product Development)(100%)
May
2010 Director, Corporate Officer, General Manager ofPurchasing Headquarters (present)[Reason for nomination as candidate for Director]
Mr. Shinichiro Tomita has held important positions in the production division, and has served as thehead of the production subsidiary in China, a core facility of the production division, and General
Manager of Research and Development Headquarters of the Corporation. He currently serves as
General Manager of Purchasing Headquarters and has a deep understanding of the business andmanagement mainly in the areas of purchasing, production, and development of the Corporation. The
Corporation proposes his appointment as Director because we believe that his wealth of experienceand insight are indispensable for the management of the Corporation.

- 10 -

Number of the
Corporation’sshares held

2,522,474

469,140

18,431

Candidate
NumberName(Date of birth)

Brief personal background, title and position and Important concurrent posts
March
April
AugustOctober
June
June

4

5

6

1981
2004
2005
2006
2007
2009

Joined the Corporation
General Manager of Technical Research Department
Reelection
General Manager of Production Department 2
General Manager of Production Department 1
Tetsuhisa Kaneko
Director, General Manager of Purchasing Headquarters(April 6, 1955)
Director, Corporate Officer, General Manager ofPurchasing Headquarters[Attendance rate of the2010 Director, Corporate Officer, General Manager ofBoard of Directors May
Production Headquarters (in charge of China Plant)
meetings]
June2015 Director, Corporate Officer, General Manager of
12/12
Production Headquarters(100%)
June
2017 Director, Corporate Officer, General Manager ofResearch and Development Headquarters (present)[Reason for nomination as candidate for Director]
Mr. Tetsuhisa Kaneko has held important positions in the development division, and has served as thehead of the production subsidiary in China, a core facility of the production division, General Manager
of Purchasing Headquarters, and General Manager of Production Headquarters of the Corporation. He
currently serves as General Manager of Research and Development Headquarters and has a deep
understanding of the business and management mainly in the areas of development, production, andpurchasing of the Corporation. The Corporation proposes his appointment as Director because webelieve that his wealth of experience and insight are indispensable for the management of the
Corporation.
March
1978 Joined the Corporation
Reelection
October
2003 General Manager of Production Department 1
Tomoyuki Ota
2005 General Manager of Products & Engineering(March 22, 1956) August
Administration Department
2012 General Manager of Products & Engineering[Attendance rate of the July
Administration Department and General Manager ofBoard of Directors
Product Design & Development Department 1
meetings]
June2013 Director, Corporate Officer, Assistant General Manager
12/12
of Research and Development Headquarters (present)(100%)[Reason for nomination as candidate for Director]
Mr. Tomoyuki Ota has experience of working at overseas production subsidiaries (in the U.S.), andhas held important positions in the production division and the development division. He currently
serves as Assistant General Manager of Research and Development Headquarters and has a deep
understanding of the business and management mainly in the areas of development and production of
the Corporation. The Corporation proposes his appointment as Director because we believe that his
wealth of experience and insight are indispensable for the management of the Corporation.
March
1982 Joined the Corporation
Reelection
2001 Manager of Shizuoka Branch Office
Takashi Tsuchiya April
2003 Manager of Tokyo Branch Office(September 1, 1957) October
April
2010 General Manager of Sales Administration Department
2013 Corporate Officer, General Manager of Domestic Sales[Attendance rate of the June
Headquarters (in charge of Tokyo Sales Department)
Board of Directors
June2015 Director, Corporate Officer, General Manager of
meetings]
Domestic Sales Headquarters (present)
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Takashi Tsuchiya has held important positions mainly in the domestic sales operations of the
Corporation. He has served as General Manager of Domestic Sales Headquarters in charge of Tokyo
Sales Department as Corporate Officer since June 2013. He currently serves as General Manager ofDomestic Sales Headquarters as Director and Corporate Officer, and has a deep understanding of thebusiness and management mainly in the area of domestic sales of the Corporation. The Corporation
proposes his appointment as Director because we believe that his wealth of experience and insight are
indispensable for the management of the Corporation.

- 11 -

Number of the
Corporation’sshares held

24,031

17,931

19,631

Candidate
NumberName(Date of birth)

Joined the Corporation
General Manager of Production Control Department
General Manager of Production Department 2
General Manager of Production Development
Department
2012 Vice President of Makita (China) Co., Ltd[Attendance rate of the February
2015 Director, Corporate Officer, Assistant General Manager
Board of Directors Juneof Production Headquarters of the Corporation (in charge
meetings]
of China Plant)
12/12
April
2018 Director, Corporate Officer, Assistant General Manager(100%)of Production Headquarters of the Corporation (present)[Reason for nomination as candidate for Director]
Mr. Masaki Yoshida has engaged in duties mainly in the production division of the Corporation, andhas served as the head of the production subsidiary in China, a core facility of the production division,
since June 2015. He currently serves as Assistant General Manager of Production Headquarters andhas a deep understanding of the business and management mainly in the area of production of the
Corporation. The Corporation proposes his appointment as Director because we believe that his wealthof experience and insight are indispensable for the management of the Corporation.
March
1982 Joined the Corporation
Reelection
January
1995 President of Makita Mexico, S.A. de C.V.
Takashi Omote
2001 President of Makita do Brasil Ferramentas Elétricas(February 10, 1959) MarchLtda.
2013 Corporate Officer of the Corporation (in charge of[Attendance rate of the June
Central and South America Sales)
Board of Directors
June2017 Director, Corporate Officer, General Manager of
meetings]
International Sales Headquarters (present)
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Takashi Omote has engaged in duties mainly in the international sales operations of the
Corporation, and has experience of working for many years at overseas sales subsidiaries (in Brazil
and Mexico). He was placed in charge of Central and South America Sales in June 2013, and serves as
General Manager of International Sales Headquarters since June 2017. As such, he has a deep
understanding of the business and management mainly in the area of overseas sales of the Corporation.
The Corporation proposes his appointment as Director because we believe that his wealth ofexperience and insight are indispensable for the management of the Corporation.
March
1983 Joined the Corporation
Reelection
April2009 Assistant Manager of Finance Department
Yukihiro Otsu
(August 27, 1960) December 2009 Vice President of Makita (China) Co., Ltd
October
2013 General Manager of Accounting Department of the
Corporation[Attendance rate of the2017 Director, Corporate Officer, General Manager ofBoard of Directors June
Administration Headquarters (present)
meetings]
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Yukihiro Otsu has held important positions in the finance division of the Corporation, and has awealth of experience in the administration divisions of overseas subsidiaries including the production
subsidiary in China, a core facility of the production division. He serves as General Manager of
Administration Headquarters since June 2017 and has a deep understanding of the business andmanagement mainly in the area of administration of the Corporation. The Corporation proposes his
appointment as Director because we believe that his wealth of experience and insight are indispensablefor the management of the Corporation.
Reelection
Masaki Yoshida(June 17, 1962)

7

8

9

Brief personal background, title and position and Important concurrent posts
March
October
April
April

1985
2007
2010
2011

- 12 -

Number of the
Corporation’sshares held

10,951

9,471

8,771

Candidate
NumberName(Date of birth)

Brief personal background, title and position and Important concurrent posts
April
January

10

11

1967
1992

Jointed Ina Seito Co., Ltd. (present; LIXIL Corporation)
Director of INAX Corporation (“INAX”, past; Ina Seito
Co., Ltd.)
January
1996 Managing Director of INAX
January
2000 Senior Managing Director of INAX
October
2001 President and Representative Director of INAX
ReelectionJune2007 Chairman and Representative Director of INAX
OutsideJune
2007 President and Representative Director of JS Group
Corporation (present; LIXIL Group Corporation)
Independent
April
2011 President and Representative Director of LIXIL
Masahiro Sugino
Corporation(November 18, 1944)
June
2011 Director and Advisor of LIXIL Corporation2013 Advisor of LIXIL Corporation[Attendance rate of the June2015 Outside Director of the Corporation (present)
Board of Directors June
June2017 Outside Director of MISAWA HOMES CO., LTD.
meetings](present)
12/12
February
2018
Outside Director of KITAKEI CO., LTD. (present)(100%)
July
2018 Special Advisor of LIXIL Corporation
January
2020 Advisor of LIXIL Corporation (present)(Important Concurrent Posts)
Advisor of LIXIL Corporation
Outside Director of MISAWA HOMES CO., LTD.
Outside Director of KITAKEI CO., LTD.
[Reason for nomination as candidate for Outside Director and outline of the expected role]
Mr. Masahiro Sugino has participated in the management of LIXIL Group Corporation, including
INAX, for many years and has a thorough knowledge of corporate management, with which hecurrently provides useful opinions on the management of the Corporation from a broad perspective.
The Corporation proposes his appointment as Outside Director because we expect him to utilize his
wealth of experience and broad insight for the management of the Corporation from an independent
perspective.
April
1977 Joined Toyota Motor Co., Ltd. (present; TOYOTA
MOTOR CORPORATION, “TOYOTA”)
June
2005 Managing Officer of TOYOTA
June
2009 Senior Managing Director of TOYOTA
Outside Audit & Supervisory Board Member of Chuo
Spring Co., Ltd.
April
2011 Vice Chairman of the Board of Directors of Toyota Motor
Asia Pacific Pte Ltd.
New electionJune2011 Senior Managing Officer of TOYOTA
OutsideJune
2014 President of TOYOTA AUTO BODY CO., LTD.
April
2016 Standing Counselor of Aichi Steel Corporation (“AICHI
Independent
STEEL”)
Takahiro Iwase
June2016 Chairman and Representative Director of AICHI STEEL(May 28, 1952)
June
2017 Outside Audit & Supervisory Board Member of Chuo
Spring Co., Ltd.
July
2020 Chairman of Aichi Prefectural Public Safety Commission(present)
March
2021 External Auditor of DMG MORI CO., LTD. (present)(Important Concurrent Posts)
Chairman of Aichi Prefectural Public Safety Commission
External Auditor of DMG MORI CO., LTD.
[Reason for nomination as candidate for Outside Director and outline of the expected role]
Mr. Takahiro Iwase has participated in the management of core companies of the Toyota Group,
including TOYOTA MOTOR CORPORATION, for many years and has a thorough knowledge ofcorporate management. The Corporation proposes his appointment as Outside Director because we
expect him to utilize his wealth of experience and broad insight for the management of the
Corporation from an independent perspective.

- 13 -

Number of the
Corporation’sshares held__

Notes: 1. There is no special interest between the above candidates and the Corporation.
2. The matters concerning Outside Director candidate Mr. Masahiro Sugino are as follows:(i)
Mr. Masahiro Sugino served as an executive officer of LIXIL Corporation. Makita sells products to
LIXIL Corporation and its corporate group. This year, such sales amounted to 2 million yen, whichconstituted less than 0.01% of our consolidated revenue.
(ii) Mr. Masahiro Sugino is currently an Outside Director of the Corporation, and his term of office will be 6
years at the conclusion of this General Meeting of Shareholders.
(iii) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation hasentered into a liability limitation agreement with Mr. Masahiro Sugino which limits the maximum amountof his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of theCompanies Act. If Mr. Masahiro Sugino is appointed to be an Outside Director, the Corporation will
extend such liability limitation agreement.
(iv) The Corporation has designated Mr. Masahiro Sugino as an “Independent Director / Audit & Supervisory
Board Member” as required by the regulations of the Tokyo Stock Exchange and the Nagoya Stock
Exchange and made required notification therefore to these stock exchanges. If Mr. Masahiro Sugino iselected, the Corporation intends to appoint him again as an Independent Director.
3. The matters concerning Outside Director candidate Mr. Takahiro Iwase are as follows:(i)
Mr. Takahiro Iwase served as an executive officer of Aichi Steel Corporation. Makita purchases
components from Aichi Steel Corporation and its corporate group. This year, such purchase amounted to
1,040 million yen, which constituted less than 0.5% of the consolidated net sales of the Aichi SteelGroup.
(ii) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation
intends to enter into a liability limitation agreement with Mr. Takahiro Iwase which limits the maximum
amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1of the Companies Act.
(iii) The Corporation intends to designate Mr. Takahiro Iwase as an “Independent Director / Audit &Supervisory Board Member” as required by the regulations of the Tokyo Stock Exchange and the Nagoya
Stock Exchange and make required notification therefore to these stock exchanges.
4. The number of the Corporation’s shares held by candidates for Directors represents the actual number ofshares each candidate holds, including those vested to him in Makita’s stock ownership plan for the
Executives or for the employees.
5. The Corporation has entered into a directors and officers liability insurance contract stipulated in Article
430-3 of the Companies Act with all Directors, Audit & Supervisory Board Members and Corporate Officers
as well as officers of the subsidiaries (with regard to overseas subsidiaries, this is limited to officers
temporarily transferred from the Corporation and officers concurrently serving at the Corporation andoverseas subsidiaries) as the insured to ensure that executives can fully perform their expected roles in thecourse of their duties and to hire excellent talents. If this proposal is approved as originally proposed and eachcandidate is appointed as Director, etc., they will be the insured under the said insurance contract. The said
insurance contract covers damages caused as a result of the insured executives, etc. assuming responsibilities
regarding the execution of their duties or receiving claims pertaining to the pursuit of such responsibilities.
Provided, however, that there are certain exemptions; for example, the insurance contract does not coverdamages caused as a result of any conduct committed with his or her knowledge that the conduct is inviolation of laws and regulations. The premiums are paid by the Corporation, including riders. Therefore, theinsured does not bear the actual premiums. Also, the said insurance contract will be renewed on June 29,
2021, which is during the term of office of each candidate.

- 14 -

Agenda Item No.4: Election of 4 Directors Who Are Audit & Supervisory Committee Members
The Corporation will transition to a Company with an Audit & Supervisory Committee if Agenda Item No. 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed. Accordingly, we would
like to request the election of 4 Directors who are Audit & Supervisory Committee Members.
This proposal shall take effect on condition that the amendments to the Articles of Incorporation in Agenda Item
No. 2 “Partial Amendments to the Articles of Incorporation” take effect.
The candidates are as follows:
The Audit & Supervisory Board has agreed to this proposal

Candidate
NumberName

Current positions at the Corporation

Attendance
rate of theBoard ofDirectors
meetings

Attendance
rate of the
Audit &
Supervisory
Board
meetings

1

Mitsuhiko
Wakayama

New election

Standing Audit & Supervisory Board
Member12/12(100%)

15/15(100%)

2

Akira Kodama

New election
OutsideIndependentStanding and Outside Audit &Supervisory Board Member

12/12(100%)

15/15(100%)

3

Shoji Inoue

New election
OutsideIndependent

Outside Audit & Supervisory Board
Member12/12(100%)

15/15(100%)

4

Koji Nishikawa

New election
OutsideIndependent

―

―

―

- 15 -

Candidate
Number

1

2

Name(Date of birth)

Brief personal background, title and position and Important concurrent posts

March1981 Joined the Corporation
New election
2007 General Manager of America Sales Department
Mitsuhiko Wakayama October
April
2012 General Manager of Latin America Sales Department(July 6, 1956)
June
2016 Standing Audit & Supervisory Board Member of the
Corporation (present)[Attendance rate of theBoard of Directors
meetings]
12/12(100%)[Attendance rate of the
Audit & Supervisory
Board meetings]
15/15(100%)[Reason for nomination as candidate for Director who is an Audit & Supervisory Committee Member]
Mr. Mitsuhiko Wakayama has a deep understanding of the business of the Corporation because he has
experience of working at overseas sales subsidiaries (in Canada and Spain) and has held important
positions mainly in international sales division. The Corporation proposes his appointment as Director
who is an Audit & Supervisory Committee Member because we believe that his wealth of experienceand insight are indispensable for the audit and supervision of the management of the Corporation.
April
1978 Joined the Bank of Japan
March
1987 Seconded to Ministry of Foreign Affairs of Japan
November
1999 Senior Examiner of Examination Department of the Bank
New electionof Japan
OutsideDecember 2003 Chief Representative in Hong Kong of the Bank of Japan
Independent
December 2005 Director of International Department of the Bank of
Akira Kodama
Japan (in charge of Center for Monetary Cooperation in(April 30, 1954)
Asia)
July
2008
Joined the Hekikai Shinkin Bank Senior Manager of[Attendance rate of the
Corporate Solution
Board of Directors
October
2008
General Manager of Corporate Solution of Hekikai
meetings]
Shinkin Bank
12/12
June
2009
Standing Director of Hekikai Shinkin Bank
(100%)
2011 Managing Director and Corporate Officer of Hekikai[Attendance rate of the April
Shinkin Bank
Audit & Supervisory
June
2014
Standing Corporate Auditor of Hekikai Shinkin Bank
Board meetings]
June
2016
Standing and Outside Audit & Supervisory Board
15/15
Member of the Corporation (present)(100%)(Important Concurrent Posts)_[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee
Member and outline of the expected role]
Mr. Akira Kodama has many years of experience at financial institutions and his expertise inaccounting and so on, with which he currently provides useful opinions from the professional
perspective. The Corporation proposes his appointment as Outside Director who is an Audit &Supervisory Committee Member because we expect him to utilize his wealth of experience and insight
to audit and supervise the management of the Corporation from an independent perspective.

- 16 -

Number of the
Corporation’sshares held

9,300

_

Candidate
NumberName(Date of birth)

Brief personal background, title and position and Important concurrent posts

1991 Attorney-at-law, admitted and belonging to the Nagoya
Bar Association [ present; Aichi Bar Association]
April
1991 Joined Katayama Kinji Law Firm
July2009 Established Inoue Shoji Law Firm
October2010 Appointed as a Civil Conciliator at Nagoya Summary
Court
October
2013
Established Sao & Inoue Law Firm [present; Inoue Shoji[Attendance rate of the
Law Firm] (present)
Board of Directors
June2015 Outside Director of Meitetsu Transport Co., Ltd.
meetings](present)
12/12
June
2016
Outside Audit & Supervisory Board Member of the(100%)
Corporation (present)
3500[Attendance rate of the
Audit & Supervisory (Important Concurrent Posts)
Attorney at Law (Inoue Shoji Law Firm)
Board meetings]
OutsideDirector of Meitetsu Transport Co., Ltd.
15/15
(100%)[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee
Member and outline of the expected role]
Mr. Shoji Inoue has extensive knowledge and expertise gained through his practice as attorney at law,with which he currently provides useful opinions from the professional perspective. The Corporation
proposes his appointment as Outside Director who is an Audit & Supervisory Committee Member
because we expect him to utilize his wealth of experience and insight to audit and supervise themanagement of the Corporation from an independent perspective.
October
1988 Joined Aoyama Audit Corporation
August1992 Registered as a certified public accountant
April2000 Joined ChuoAoyama Audit Corporation (formed by amerger with Chuo Audit Corporation)
Appointed as Partner of ChuoAoyama Audit Corporation
September 2006 Joined PricewaterhouseCoopers Aarata (present;
New election
PricewaterhouseCoopers Aarata LLC)
OutsideAppointed as Partner of PricewaterhouseCoopers Aarata
IndependentJuly
2018 Representative of Nishikawa Koji Accounting Firm
Koji Nishikawa(present)(November 1, 1957) April
2020 Joined Seimei Audit Corporation
June
2020 Representative Partner of Seimei Audit Corporation
4_(present)(Important Concurrent Posts)
Representative of Nishikawa Koji Accounting Firm
Representative Partner of Seimei Audit Corporation[Reason for nomination as candidate for Outside Director who is an Audit & Supervisory Committee
Member and outline of the expected role]
Mr. Koji Nishikawa has extensive knowledge and expertise in corporate accounting audits as acertified public accountant. The Corporation proposes his appointment as Outside Director who is an
Audit & Supervisory Committee Member because we expect him to utilize his wealth of experienceand insight to audit and supervise the management of the Corporation from an independent
perspective.
Notes: 1. There is no special interest between the above candidates and the Corporation.
2. The matters concerning Director who is an Audit & Supervisory Committe Member candidate Mr. Mitsuhiko
Wakayama are as follows:(i)With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation
intends to enter into a liability limitation agreement with Mr. Mitsuhiko Wakayama which limits the
maximum amount of his liabilities to the total amount provided for in each of the items of Article 425,
Paragraph 1 of the Companies Act.
3. The matters concerning Outside Director who is an Audit & Supervisory Committe Member candidate Mr.
Akira Kodama are as follows:(i)
Mr. Akira Kodama had served as an executive officer of the Hekikai Shinkin Bank, which is one of thecounterparty financial institution of the Corporation. The Corporation has no material business relations
with the Hekikai Shinkin Bank, since the Corporation has only a deposit with the Hekikai Shinkin Bank.
(ii) Mr. Akira Kodama is currently an Outside Audit & Supervisory Board Member of the Corporation, andhis term of office will be 5 years at the conclusion of this General Meeting of Shareholders.
(iii) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation hasentered into a liability limitation agreement with Mr. Akira Kodama which limits the maximum amountof his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the
New election
OutsideIndependent
Shoji Inoue(July 29, 1957)

April

Number of the
Corporation’sshares held

- 17 -

Companies Act. If Mr. Akira Kodama is appointed to be an Outside Director who is an Audit &Supervisory Committee Member, the Corporation will extend such liability limitation agreement.
(iv) The Corporation has designated Mr. Akira Kodama as an “Independent Director / Audit & Supervisory
Board Member” as required by the regulations of the Tokyo Stock Exchange and the Nagoya Stock
Exchange and made required notification therefore to these stock exchanges. If Mr. Akira Kodama iselected, the Corporation intends to appoint him again as an Independent Director.
4. The matters concerning Outside Director who is an Audit & Supervisory Committe Member candidate Mr.
Shoji Inoue are as follows:(i)
Futamura Chemical Co., Ltd., for which Mr. Shoji Inoue currently serves as Outside Audit & Supervisory
Board Member, received a cease and desist order and a surcharge payment order from the Japan Fair
Trade Commission on November 22, 2019 for violating the provisions of Article 3 of the Act on
Prohibition of Private Monopolization and Maintenance of Fair Trade in connection with transactions for
specific Activated Carbon and specific Granular Activated Carbon. Mr. Inoue was not aware of therelevant facts in advance; however, he had regularly called attention to legal compliance at Audit &Supervisory Board and other occasions. Moreover, since the relevant facts were identified, Mr. Inoue has
been duly performing his duties by making recommendations to strengthen the legal compliance systemof the company and prevent recurrences thoroughly, among other things.
(ii)
Mr. Shoji Inoue is currently an Outside Audit & Supervisory Board Member of the Corporation, and his
term of office will be 5 years at the conclusion of this General Meeting of Shareholders.
(iii) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation hasentered into a liability limitation agreement with Mr. Shoji Inoue which limits the maximum amount of
his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of theCompanies Act. If Mr. Shoji Inoue is appointed to be an Outside Director who is an Audit & Supervisory
Committee Member, the Corporation will extend such liability limitation agreement.
(iv) The Corporation has designated Mr. Shoji Inoue as an “Independent Director / Audit & Supervisory
Board Member” as required by the regulations of the Tokyo Stock Exchange and the Nagoya Stock
Exchange and made required notification therefore to these stock exchanges. If Mr. Shoji Inoue is elected,
the Corporation intends to appoint him again as an Independent Director.
5. The matters concerning Outside Director who is an Audit & Supervisory Committe Member candidate Mr.
Koji Nishikawa are as follows:(i)
Mr. Koji Nishikawa served as an executive officer of PricewaterhouseCoopers Aarata LLC. The
Corporation receives corporate in-service trainings from PricewaterhouseCoopers Aarata LLC. For the
fiscal year ended March 31, 2021, such fees amounted to less than 1 million yen, which was insignificant.
(ii) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation
intends to enter into a liability limitation agreement with Mr. Koji Nishikawa which limits the maximum
amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1of the Companies Act.
(iii) The Corporation intends to designate Mr. Koji Nishikawa as an “Independent Director / Audit &Supervisory Board Member” as required by the regulations of the Tokyo Stock Exchange and the Nagoya
Stock Exchange and make required notification therefore to these stock exchanges.
6. The number of the Corporation’s shares held by candidates for Directors who are Audit & Supervisory
Committe Members represents the actual number of shares each candidate holds, including those vested tohim in Makita’s stock ownership plan for the Executives.
7. The Corporation has entered into a directors and officers liability insurance contract stipulated in Article
430-3 of the Companies Act with all Directors, Audit & Supervisory Board Members and Corporate Officers
as well as officers of the subsidiaries (with regard to overseas subsidiaries, this is limited to officers
temporarily transferred from the Corporation and officers concurrently serving at the Corporation andoverseas subsidiaries) as the insured to ensure that executives can fully perform their expected roles in thecourse of their duties and to hire excellent talents. If this proposal is approved as originally proposed and eachcandidate is appointed as Director, etc., they will be the insured under the said insurance contract. The said
insurance contract covers damages caused as a result of the insured executives, etc. assuming responsibilities
regarding the execution of their duties or receiving claims pertaining to the pursuit of such responsibilities.
Provided, however, that there are certain exemptions; for example, the insurance contract does not coverdamages caused as a result of any conduct committed with his or her knowledge that the conduct is inviolation of laws and regulations. The premiums are paid by the Corporation, including riders. Therefore, theinsured does not bear the actual premiums. Also, the said insurance contract will be renewed on June 29,
2021, which is during the term of office of each candidate.

- 18 -

Reference

If Agenda Items No. 3 and No. 4 are approved, the composition and expertise of the Board of Directors will
be as follows:
The following table does not represent all the insights possessed by each executive.

Directors who are Audit &Supervisory Committee Members

Directors

Name

Corporate
Overseasmanagement experience

Sales/
marketing

Development

Production/
procurement/quality

Masahiko Goto

●

●

●

●

Munetoshi Goto

●

●

●

●

Shinichiro Tomita

●

●

●

●

Tetsuhisa Kaneko

●

●

●

●

Tomoyuki Ota

●

●

●

●

Takashi Tsuchiya●

Masaki Yoshida●●

Takashi Omote●●

Yukihiro Otsu●●

Masahiro Sugino
OutsideIndependent●

Takahiro Iwase
OutsideIndependent●

IT

Finance &Legal affairs
accounting

●

●

●

●

●

●

Akira Kodama
OutsideIndependent

●

●

●

●

Mitsuhiko
Wakayama

●

●

●

●

●

Shoji Inoue
OutsideIndependent●

Koji Nishikawa
OutsideIndependent●- 19 -

Agenda Item No.5: Determination of the Amount of Compensation for Directors (Excluding Directors Who Are Audit &Supervisory Committee Members)
The Corporation will transition to a Company with an Audit & Supervisory Committee if Agenda Item No. 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed. The maximum amountof annual compensation for Directors was set at 240 million yen (excluding the amounts paid to Directors who
concurrently serve as employees as employee salaries), by a resolution passed at the 76th Ordinary General
Meeting of Shareholders held on May 16, 1989. In line with the transition to the Company with an Audit &Supervisory Committee, and after taking into consideration various factors, such as the recent economic situation,
we propose to set the maximum amount of annual compensation for Directors (excluding Directors who are Audit& Supervisory Committee Members; the same shall apply throughout this proposal) at 240 million yen (including
the maximum amount of 35 million yen for Outside Directors). This amount does not include bonuses and theamounts paid to Directors who concurrently serve as employees as employee salaries.
The compensation for Directors consists of monthly compensation, bonuses for Directors and compensation
relating to the restricted shares, so that it functions as a sound incentive to improve the corporate value of the
Corporation. This proposal is related to the monthly compensation. An outline of the content of decision-making
policy on individual compensation for Directors is described on page 31 of “BUSINESS REPORT”. After theconclusion of this General Meeting of Shareholders, it is intended to make changes, such as the replacement ofterms pursuant to the transition to a Company with an Audit & Supervisory Committee. The Corporation deems
that the content of this proposal is appropriate pursuant to such policy after the change.
The Corporation currently has 12 Directors, and the number of Directors will be 11 (including 2 Outside Directors)
if Agenda Items No. 2 “Partial Amendments to the Articles of Incorporation” and No. 3 “Election of 11 Directors(Excluding Directors Who Are Audit & Supervisory Committee Members)” are approved as originally proposed.
This proposal shall take effect on condition that the amendments to the Articles of Incorporation in Agenda Item
No. 2 “Partial Amendments to the Articles of Incorporation” take effect.

Agenda Item No.6: Determination of the Amount of Compensation for Directors Who Are Audit & Supervisory Committee
Members
The Corporation will transition to a Company with an Audit & Supervisory Committee if Agenda Item No. 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed. Accordingly, after
taking into consideration various factors, such as the recent economic situation, we propose to set the maximum
amount of annual compensation for Directors who are Audit & Supervisory Committee Members at 60 million yen.
The Corporation deems that the amount of compensation of this proposal is appropriate in light of duties of
Directors who are Audit & Supervisory Committee Members.
The number of Directors who are Audit & Supervisory Committee Members will be 4 if Agenda Items No. 2“Partial Amendments to the Articles of Incorporation” and No. 4 “Election of 4 Directors Who Are Audit &Supervisory Committee Members” are approved as originally proposed.
This proposal shall take effect on condition that the amendments to the Articles of Incorporation in Agenda Item
No. 2 “Partial Amendments to the Articles of Incorporation” take effect.

Agenda Item No.7: Determination of Compensation for the Allotment of Restricted Shares to Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members and Outside Directors)
The maximum total annual amount of monetary compensation receivables to be paid to Directors (excluding
Outside Directors) as compensation relating to the restricted shares was set at 100 million yen, by a resolution
passed at the 107th Ordinary General Meeting of Shareholders held on June 26, 2019. However, the Corporation
will transition to a Company with an Audit & Supervisory Committee if Agenda Item No. 2 “Partial Amendments
to the Articles of Incorporation” is approved as originally proposed.
Accordingly, in line with the transition to the Company with an Audit & Supervisory Committee, we propose toallot the restricted shares with the same content approved at the 107th Ordinary General Meeting of Shareholders
held on June 26, 2019, to Directors (excluding Directors who are Audit & Supervisory Committee Members andOutside Directors; hereinafter referred to as the “Eligible Directors”) in order to allow Eligible Directors to share
the risks and benefits of stock price fluctuations with shareholders to a greater extent and further enhance theirmotivation to contribute to improving the stock price and the corporate value of the Corporation.
In addition, if Agenda Item No. 5 “Determination of the Amount of Compensation for Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members)” is approved as originally proposed, the maximum
amount of annual compensation for Directors (excluding Directors who are Audit & Supervisory Committee
Members) will be 240 million yen (including the maximum amount of 35 million yen for Outside Directors).
However, after comprehensively taking into consideration various factors, such as the degree of contribution of
Eligible Directors to the Corporation, we propose to set the maximum total annual amount of monetary- 20 -

compensation receivables to be paid to Eligible Directors as compensation relating to the restricted shares at 100
million yen, separately from the amount of the above-mentioned compensation for Directors. An outline of thecontent of decision-making policy on individual compensation for Directors is described on page 31 of“BUSINESS REPORT”. After the conclusion of this General Meeting of Shareholders, it is intended to makechanges, such as the replacement of terms pursuant to the transition to a Company with an Audit & Supervisory
Committee. The Corporation deems that the content of this proposal is appropriate pursuant to such policy after thechange.
The Corporation currently has 11 Directors (excluding Outside Directors), and the number of Directors (excluding
Directors who are Audit & Supervisory Committee Members and Outside Directors) will be 9 if Agenda Items No.
2 “Partial Amendments to the Articles of Incorporation” and No. 3 “Election of 11 Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)” are approved as originally proposed.
This proposal shall take effect on condition that the amendments to the Articles of Incorporation in Agenda Item
No. 2 “Partial Amendments to the Articles of Incorporation” take effect.
Specific Details and Maximum Number of Restricted Shares for Eligible Directors
1. Allotment and Payment of the Restricted Shares
The Corporation, based on a resolution of the Board of Directors, will grant monetary compensation receivables to
Eligible Directors within the limit of the above-mentioned annual amount as compensation related to the restricted
shares, and each Eligible Director will receive an allotment of the restricted shares by making an in-kind
contribution of all said monetary compensation receivables.
The amount to be paid for the restricted shares shall be based on the closing price of the Corporation’s common
stock on the Tokyo Stock Exchange on the business day prior to the resolution of the Board of Directors on theissue or disposition thereof (or at the closing price on the immediately preceding trading day, if no trading occurredon that day), and shall be determined by the Board of Directors within a range that is not particularly advantageous
to Eligible Directors subscribing to the said restricted shares.
The above-mentioned monetary compensation receivables will be provided on the condition that Eligible Directorsof the Corporation have agreed to the above-mentioned in-kind contribution and have entered into a restricted
share allotment agreement as specified in “3.” below.
2. Total Number of the Restricted Shares
The total number of the restricted shares to be allotted to Eligible Directors of 100,000 shares shall be themaximum number of the restricted shares to be allotted in each fiscal year.
However, if the Corporation’s common stock is subjected to a stock split (including a gratis allotment of theshares) or stock consolidation after the date of the resolution regarding this agenda item, or if any other similar
circumstances arise requiring an adjustment in the total number of the restricted shares, the total number of said
restricted shares may be adjusted to a reasonable extent.
3. Details of the Restricted Share Allotment Agreement
The content of the restricted share allotment agreement to be concluded between the Corporation and Eligible
Directors based on a resolution of the Board of Directors upon the allotment of the restricted shares shall be as
follows.
(1) Details regarding transfer restrictions
Eligible Directors to whom the restricted shares have been allotted shall not transfer such allotted shares(hereinafter referred to as the “Allotted Shares”) to third parties, establish a pledge or a security interest on theshares, use them as an inter vivos gift, bequest them to another party, or otherwise dispose of the Allotted Shares(hereinafter referred to as “Transfer Restrictions”) for a period of 50 years (hereinafter referred to as the “Transfer
Restrictions Period”).
(2) Gratis acquisition of the restricted shares
The Corporation shall acquire the restricted shares without compensation if an Eligible Director who has beenallotted the Allotted Shares retires as a Director of the Corporation anytime between the initial day of the Transfer
Restrictions Period until the day preceding the first subsequent Ordinary General Meeting of Shareholders, except
when there are reasons deemed legitimate by the Board of Directors.
In addition, the Corporation shall rightly acquire any of the Allotted Shares without compensation for which theTransfer Restrictions have not been removed in accordance with the reasons set forth in (3) below at the expirationof the Transfer Restrictions Period in (1) above.
(3) Removal of Transfer Restrictions
The Corporation will remove Transfer Restrictions on all the Allotted Shares upon expiration of the Transfer- 21 -

Restrictions Period if an Eligible Director who has been allotted the restricted shares continues to hold the positionof a Director of the Corporation from the initial day of the Transfer Restrictions Period until the day of the first
subsequent Ordinary General Meeting of Shareholders.
However, if said Eligible Director has continued to hold the position of a Director of the Corporation upon
expiration of the Transfer Restrictions Period, the Transfer Restrictions will not be removed on all the Allotted
Shares held by said Eligible Transfer upon said expiration.
If said Eligible Director retires as a Director of the Corporation before the expiration of the Transfer Restrictions
Period for reasons deemed legitimate by the Board of Directors, the number of the Allotted Shares for which theTransfer Restrictions will be removed and the timing of the removal of Transfer Restrictions shall be reasonably
adjusted as needed.
(4) Treatment upon organizational restructuring
During the Transfer Restrictions Period, if an agenda item regarding a merger agreement under which the
Corporation becomes the dissolving company, or a share exchange agreement, or a share transfer plan under which
the Corporation becomes a wholly-owned subsidiary, or any other organizational restructuring is approved at a
General Meeting of Shareholders of the Corporation (or, if approval at a General Meeting of Shareholders of the
Corporation is not required regarding the above-mentioned organizational restructuring then approval of the Boardof Directors of the Corporation) (only if the effective date of the said organizational restructuring comes before theexpiry of the Transfer Restriction Period; hereinafter referred to as “at the time of approval of organizational
restructuring”), and if an Eligible Director who has been allotted the restricted shares leaves the Corporation due tosaid organizational restructuring, the Corporation, by a resolution of the Board of Directors, will remove theTransfer Restrictions on a reasonable number of the Allotted Shares prior to the effective date of saidorganizational restructuring, taking into consideration the period between the start of the Transfer Restrictions
Period and the date of approval of said organizational restructuring.
At the time of approval of organizational restructuring, the Corporation shall rightly acquire without compensation
any of the Allotted Shares for which the Transfer Restrictions have not been removed as of the day immediately
preceding the effective date of said organizational restructuring.

Agenda Item No. 8: Payment of Bonus to Directors
Bonus to Directors of the Corporation is, as with the basic policy for profit distributions, linked to consolidated
business result. Compensation to Outside Directors and Audit & Supervisory Board Members are fixed, and they
are not eligible to receive bonus payments.
At end of this period, the Corporation has 13 Directors. In accordance with above policy, we would like to pay
Directors’ bonuses to 11 Directors in the amount of 250 million yen considering performance during this period.
This is with the exception of Mr. Akiyoshi Morita and Mr. Masahiro Sugino.
An outline of the content of decision-making policy on individual compensation for Directors is described on page
31 of “BUSINESS REPORT”. The Corporation deems that the content of this proposal is appropriate pursuant tosuch policy.

- 22 -

BUSINESS REPORT(From April 1, 2020 to March 31, 2021)
1. Matters on the Current Status of Makita(1) Progress and Results of Operations

Looking at the global economic situation for the year ended March 31, 2021, the world economy, which had
crashed sharply due to the spread of the novel coronavirus (COVID-19) , was on a gradual recovery path mainly due tothe economic and financial measures taken by countries and the spread of vaccinations. However, uncertainties about
the future still continue due to concerns over the resurgence of infections caused by variants, the outlook
regarding U.S.-China friction and other factors.
Under these circumstances, on the development side, the Makita Group concentrated its efforts on expanding
the lineup of lithium-ion battery products, such as “40Vmax lithium-ion battery” series of cordless tools
offering high power, long life and durability.
On the production side, we worked to increase production in response to increasing demand and to promote
multi-polarized global production, and began taking initiatives toward going plastic-free by reducing plastic
bags, etc. used for product packaging and shifting to paper and other environmentally friendly materials.
On the sales side, we continued to focus on expanding the sales of lithium-ion battery products, such as
cordless gardening equipment. In addition, we made efforts to further strengthen trusting relationships withcustomers around the world by continuing to steadily provide customer support and after-sales services evenamid the pandemic that made it difficult to carry out normal sales activities.
Our consolidated revenue for this period increased by 23.5% from the previous year to 608,331 million yen due
to strong sales mainly in domestic and developed countries, despite a decrease in overseas sales due to foreignexchange rate.
Revenue by region are as follows:
Revenue in Japan increased by 12.3% to 113,048 million yen compared to the previous year. This was due tostrong sales of cordless power tools and cordless gardening equipment by steady demand for highly efficient
cordless products at building and construction sites, as well as demand supported by government subsidies forsustaining business and stay home demand.
Revenue in Europe increased by 30.8% to 282,725 million yen as we demonstrated the strength of having basesin each country. Sales were up in response to demand for tools at building and construction sites and robust stayhome demand amid travel restrictions imposed by the COVID-19 pandemic.
Revenue in North America increased by 25.8% to 90,945 million yen due to the promotion of our mainstay
cordless products was successful in addition to stay home demand and demand for tools caused by an increasein number of new housing starts.
In Asia, although stagnant economic activities due to the spread of COVID-19 caused sales to slump in many
countries, we posted higher sales in China, Taiwan and others. As a result, consolidated revenue in Asia increased
0.9% to 39,331 million yen.
In Central and South America, although there was a decrease in sales due to significant depreciation of local
currencies, sales volumes increased due to stay home demand, the strong demand for tools due to theresumption of economic activities, and active sales activities; consequently, sales increased 13.1% year-on-year
to 29,403 million yen.
In Oceania, sales increased by 45.3 % year-on-year to 41,304 million yen due to increased sales of cordlessproducts including both cordless power tools and cordless gardening equipment led by stay home demand andAustralia government policies to support the economies.
In the Middle East and Africa, despite continued impact led by COVID-19 outbreak, some countries were preparing
for recovery in demand after the settlement of COVID-19, so sales increased 16.1% to 11,575 million yen.
Overall, overseas revenue accounted for 81.4% of total revenue.
Operating profit increased by 38.1% to 88,464 million yen (operating profit ratio: 14.5%) due to the increase inrevenue, although a cost rate increased. And profit before income taxes increased by 32.1% to 87,199 million
yen (profit before income taxes ratio: 14.3%) and profit attributable to owners of the parent increased by 29.9%
to 62,018 million yen (ratio of profit attributable to owners of the parent: 10.2%).

- 23 -

(2) Management Challenges

While the prospect for the global economy will continue to be uncertain, Makita believes that demand for tools,
which contribute to the solution of social problems, such as the labor shortage and environmental problem
including frequent natural disasters and global warming, help to achieve a high level of work efficiency and arefriendly to people and the global environment, will increase further in both developed countries and emerging
countries.
Under these circumstances, Makita is strengthening its R&D and product development capabilities, mainly charge anddischarge technologies of batteries and motors, to take the initiative in expanding the market for cordless products. In
addition, Makita is positioning cordless gardening equipment as a future pillar of its business after power tools andhelping to bring about a decarbonized society by promoting the shift from engine products. Makita isstrengthening new product development and sales expansion in new fields, such as cleaning, outdoor and disasterprevention, and strive to evolve into a manufacturer of cordless products. Makita implements measures tostrengthen and improve the efficiency of production, procurement, and distribution, while further upgrading global
production organizations. Further, Makita is striving to raise its brand power by promoting the establishment of a sales
and after-sales service network to offer community-based and fine-tuned responses to the needs of customers around theworld.
By taking these actions, Makita will strive to contribute to the realization of a sustainable society, and maintain asolid presence in the industry as a global supplier of a comprehensive range of tools for creating comfortable homes
and living environments.
In closing, we would like to thank you for your ongoing support and continuing assistance.
(3) Capital Expenditures
During this period, Makita allocated 49,855 million yen for its capital expenditures. These funds used by the
Corporation amounted to 24,012 million yen. This reflected mainly capital expenditures for distribution warehouse at
the Okazaki plant, and buildings and equipment for logistics center in Saitama Prefecture. These funds also used by
the subsidiaries amounted to 25,843 million yen. This reflected mainly capital expenditures for buildings, machinery
equipment and metal molds for new products at the China plant.

- 24 -

(4) Changes in Financial Position and Results of Operations
Description

107th period(ended March 31,
2019)

106th period(ended March 31, 2018)
U.S. GAAP

108th period(ended March 31,
2020)

109h period(ended March 31,
2021)

IFRS

Revenue
477,298477,298
490,578492,617608,331(Millions of Yen)
Operating profit
79,76280,23178,30564,046
88,464(Millions of Yen)
Profit before
income taxes
79,67879,86579,91966,00887,199(Millions of Yen)
Profit attributableto owners of the54,75554,94355,75047,73162,018parent (Millions ofYen)Profit attributableto owners of the201.70202.39205.37175.80228.41parent per share(Basic) (Yen)Profit attributableto owners of the201.68202.37205.34parent per share(Diluted) (Yen)
Total assets
651,031654,841
680,250
674,564
812,878(Millions of Yen)
Equity attributableto owners of the551,939554,046
572,748571,275
657,855
parent (Millions of
Yen)
Ratio of profit
attributable toowners of the
10.4
10.4
9.9
8.3
10.1
parent to total
equity attributableto owners of theparent (ROE) (%)
Notes: 1. From the 107th period, consolidated financial statements are prepared in accordance with International Financial
Reporting Standards (IFRS). Amounts for the 106th period based on IFRS are also stated for reference.
2. Changes in Financial Position and Results of Operations are stated under the terms of IFRS.
3. Profit attributable to owners of the parent per share (Basic), and profit attributable to owners of the parent per share(Diluted) in the 106th and 107th period are calculated based on the average number of outstanding shares ofcommon stock during the period.
4. Information on profit attributable to owners of the parent per share after full dilution in the 108th and 109th period
is omitted, since there is no potential common stock.
5. Ratio of profit attributable to owners of the parent to total equity attributable to owners of the parent (ROE) =Profit attributable to owners of the parent / [(Equity attributable to owners of the parent at the beginning of theperiod + Equity attributable to owners of the parent at the end of the period) / 2]
6. Amounts of less than 1 million yen have been rounded.

- 25 -

(5) Significant Subsidiaries

Proportion of
Ownership andVoting interest(%)

Capital(Thousands)

Company Name

Principal Business

Makita U.S.A. Inc.

USD

161,400

100.0

Sales of power tools

Makita (U.K.) Ltd.

GBP

106,217

100.0

Sales of power tools

Makita Werkzeug GmbH (Germany)

EUR

7,669

100.0*

Sales of power tools

Makita France SAS

EUR

12,436

55.0*

Sales of power tools

Makita Oy (Finland)

EUR

100

100.0*

Sales of power tools

Makita LLC (Russia)

RUB

83,207100.0*

Sales of power tools

Makita (China) Co., Ltd.

USD

80,000100.0

Production and sales of power tools

Makita (Kunshan) Co., Ltd.

USD

25,000100.0

Production of power tools

Makita (Australia) Pty. Ltd.

AUD

13,000

100.0

Sales of power tools

SC Makita EU S.R.L.

RON

901,752

100.0

Production of power tools

Makita do Brasil Ferramentas Elétricas
BRL
717,567
99.9
Production and sales of power tools
Ltda.
Note: * indicates that the Proportion of Ownership and Voting interest include the shares owned by the subsidiaries.
(6) Principal Operations
Makita is primarily involved in the production and sales of power tools such as angle grinders, impact drivers, rotary
hammer and circular saws, gardening equipment such as grass trimmers and hedge trimmers, pneumatic tools such as
air nailers, and household tools such as cordless cleaners.
(7) Principal Sales Offices and Plants
1. The Corporation
Name

Location

Head office

Anjo (Aichi)

Sales offices

Tokyo, Nagoya, Osaka

Plant

Okazaki (Aichi)

2. Subsidiaries
Name

Location

For Sales
Makita U.S.A. Inc.
Makita (U.K.) Ltd.
Makita Werkzeug GmbH
Makita France SAS
Makita Oy
Makita LLC
Makita (Australia) Pty. Ltd.

Los Angeles (United States)
London (United Kingdom)
Ratingen (Germany)
Bussy Saint-Georges (France)
Helsinki (Finland)
Moscow (Russia)
Sydney (Australia)

For Production and Sales
Makita (China) Co., Ltd.
Makita do Brasil Ferramentas Elétricas Ltda.

Kunshan, Jiangsu (China)
Ponta Grossa (Brazil)

For Production
Makita (Kunshan) Co., Ltd.
SC Makita EU S.R.L.

Kunshan, Jiangsu (China)
Branesti (Romania)- 26 -

(8) Employees
1. Employees of Makita
Number of Employees

Increase / Decrease

18,624

1,534 (Increase)

2. Employees of the Corporation
Number of Employees

Increase / Decrease

Average Age

Average Years of Service

3,086

128 (Increase)

40.5

17.1

- 27 -

2. Shareholding Status of the Corporation(1) Total Number of Shares Authorized to be Issued by the Corporation: 992,000,000 shares(2) Total Number of Outstanding Shares:

280,017,520 shares(including treasury stock of 8,490,396 shares)(3) Number of Shareholders:

12,180(4) Major Shareholders:Number of shares held(Thousands of Shares)

Name of Shareholders

Percentage(%)

The Master Trust Bank of Japan, Ltd. (Trust account)

25,744

9.48

Custody Bank of Japan, Ltd. (Trust account)

12,168

4.48

Maruwa, Ltd.

8,638

3.18

MUFG Bank, Ltd.

8,426

3.10

The Bank of New York Mellon as Depositary Bank for DR Holders

6,774

2.49

Makita Cooperation Companies' Investment Association

6,485

2.38

Sumitomo Mitsui Banking Corporation

5,800

2.13

Nippon Life Insurance Company

5,353

1.97

Custody Bank of Japan, Ltd. (Trust account 9)

4,694

1.72

State Street Bank and Trust Company 505001

4,553

1.67

Note: The Percentage is calculated based on the total number of outstanding shares (excluding treasury stock) at the end of
this period.
(5) Shares granted to Directors of the Corporation in consideration of the performance of duties in this period:
Classification
Number of shares
Number of recipients
Directors(excluding Outside Directors)

10,726 shares- 28 -

11

3. Directors and Audit & Supervisory Board Members of the Corporation(1) Directors and Audit & Supervisory Board Members
Title
Name
Position at the Corporation and Important Concurrent Posts
Chairman*

Masahiko Goto

President*

Munetoshi Goto

Director
Managing Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer

Tadayoshi Torii

General Manager of Production Headquarters

Hisayoshi Niwa

General Manager of Quality Headquarters

Shinichiro Tomita

General Manager of Purchasing Headquarters

Tetsuhisa Kaneko

General Manager of Research and Development Headquarters

Tomoyuki Ota

Assistant General Manager of Research and Development Headquarters

Takashi Tsuchiya

General Manager of Domestic Sales Headquarters

Masaki Yoshida

Assistant General Manager of Production Headquarters

Takashi Omote

General Manager of International Sales Headquarters

Yukihiro Otsu

General Manager of Administration Headquarters

Director

Akiyoshi Morita

Director

Masahiro Sugino

Standing Audit &Mitsuhiko Wakayama
Supervisory Board Member
Standing Audit &Akira Kodama
Supervisory Board Member
Audit & Supervisory Board
MemberFusahiro Yamamoto

Advisor of LIXIL Corporation
Outside Director of MISAWA HOMES CO., LTD.
Outside Director of KITAKEI CO., LTD.

Representative of Yamamoto Accounting OfficeOutside Audit & Supervisory Board Member of SHIROKI Corporation
Representative of Yamamoto Fusahiro Tax Accountant Office
Attorney at Law (Inoue Shoji Law Firm)
Outside Director of Meitetsu Transport Co., Ltd.

Audit & Supervisory Board
Shoji Inoue
MemberNotes: 1. * denotes Representative Director.
2. In order to promote swift execution of group strategies and strengthen the business affairs of Makita, theCorporation has introduced the Corporate Officer System. Corporate officers consist of 18 members including
Directors.
3. Mr. Akiyoshi Morita and Mr. Masahiro Sugino are Outside Directors.
4. Mr. Akira Kodama, Mr. Fusahiro Yamamoto, and Mr. Shoji Inoue are Outside Audit & Supervisory Board
Members.
5. Mr. Akira Kodama, a Standing Audit & Supervisory Board Member, has a substantial amount of expertise infinance and accounting, through experience working at financial institution for many years.
6. Mr. Fusahiro Yamamoto, an Audit & Supervisory Board Member, is a certified public accountant both of Japanand U.S.A., and has a substantial amount of expertise in finance and accounting.
7. The Corporation has designated Mr. Akiyoshi Morita and Mr. Masahiro Sugino each a Director, and Mr. Akira
Kodama, Mr. Fusahiro Yamamoto and Mr. Shoji Inoue each an Audit & Supervisory Board Member, as the“Independent Director(s) / Audit & Supervisory Board Member(s)” as required by the regulations of the Tokyo
Stock Exchange and the Nagoya Stock Exchange and made required notification therefore to these stock
exchanges.
8. The Corporation has entered into a directors and officers liability insurance contract stipulated in Article 430-3of the Companies Act with all Directors, Audit & Supervisory Board Members and Corporate Officers as well
as officers of the subsidiaries (with regard to overseas subsidiaries, this is limited to officers temporarilytransferred from the Corporation and officers concurrently serving at the Corporation and overseas subsidiaries).
The premiums are paid by the Corporation, including riders. The said insurance contract covers damages caused
as a result of the insured executives, etc. assuming responsibilities regarding the execution of their duties or
receiving claims pertaining to the pursuit of such responsibilities. Provided, however, that there are certain
exemptions; for example, the insurance contract does not cover damages caused as a result of any conduct
committed with his or her knowledge that the conduct is in violation of laws and regulations.
9. Mr. Akiyoshi Morita retired from the director position because he passed away on April 29, 2021.
- 29 -

(2) Total Amounts of Compensation and Bonus to Directors and Audit & Supervisory Board Members
Total amounts of each type of Compensation and Number of payment recipients
Classification

Total amountsofCompensation(Millions of
Yen)

Base
Compensation(Millions of
Yen)

Compensation linked toconsolidated business result

Number of
payment
recipients

Bonuses(Millions of Yen)

Nonpecuniary Compensation
Restricted
SharesCompensation(Millions of Yen)

Number of
payment
recipients

Number of
payment
recipients

Directors

417

124

13

250

11

43

11

Audit &
Supervisory
Board
Members

41

41

4

-

-

-

-

Total

458

165

17

250

11

43

11

Notes: 1. The aggregate amount of base compensation includes the amount of 36 million yen paid to Outside Executives(2 Outside Directors and 3 Outside Audit & Supervisory Board Members).
2. Other than the above, the amount of 146 million yen was paid to 8 Directors who concurrently serve as
employees as employee salaries (including bonuses).
3. The Corporation terminated the retirement allowance plan for Directors and Audit & Supervisory Board
Members as of the conclusion of the Ordinary General Meeting of Shareholders held on June 29, 2006. At such
Ordinary General Meeting of Shareholders, it was resolved that retirement allowance for Directors and Audit &Supervisory Board Members were to be paid at the time of each retirement, and it was further resolved that thedetermination of the specific amount, payment method and other related matters were left to resolutions of theBoard of Directors with respect to the Directors and discussion of the Audit & Supervisory Board Memberswith respect to the Audit & Supervisory Board Members. However, at the meeting of the Board of Directors
held on January 29, 2021, it was resolved that the determination of the amount, payment method and otherrelated matters of the retirement allowance for Directors be delegated to the Nomination and Compensation
Committee at the time of the actual retirement of the Eligible Directors.
The amount recorded in the retirement allowance for Directors and Audit & Supervisory Board Members as ofMarch 31, 2021 is 326 million yen, which will be paid to 3 Directors.
4. At the Ordinary General Meeting of Shareholders held on May 16, 1989, it was resolved that the maximum
amounts of annual compensation for all Directors (there were 12 Directors after such Meeting) was 240 million
yen (excluding the amounts paid to Directors who concurrently serve as employees as employee salaries), and it
was further resolved that the maximum amounts of annual compensation for Audit & Supervisory Board
Members (there were 3 Audit & Supervisory Board Members after such Meeting) was 60 million yen.
5. The Corporation pays bonuses to Directors (excluding Outside Directors) as compensation linked toconsolidated business result, etc.
For the purpose of management of the Corporation in a manner favorable to shareholders, just as in the case ofdividend payment, bonuses are based on the profit attributable to owners of the parent per share (Basic) after
certain adjustments reflecting special circumstances. After consulting with and receiving an advice from theNomination and Compensation Committee, the Board of Directors determines the total amount of bonuses
based on a certain formula and submits the total amount of bonuses to the General Meeting of Shareholders.
The allocation of bonuses to each Director is determined by the Nomination and Compensation Committee
under the authority delegated by a resolution of the Board of Directors, based on performance, positions andother factors. The profit attributable to owners of the parent per share (Basic) after certain adjustments
excluding special circumstances in this period is 228.41 yen.
6. The Corporation grants restricted shares compensation to Directors (excluding Outside Directors) as
nonpecuniary compensation. The Corporation passed a resolution introducing compensation system by theallotment of restricted shares on the Ordinary General Meeting of Shareholders held on June 26, 2019.
At a time, it was resolved that the maximum total annual amount of monetary compensation receivables to be
paid to Eligible Directors (excluding Outside Directors) as compensation relating to the restricted shares was set
at 100 million yen, separately from the compensation set forth in Note 4 above, and that the maximum total
number of the restricted shares to be allotted to Eligible Directors in each fiscal year was 100,000 shares. The
number of Directors subject to the resolution of this General Meeting of Shareholders is 11 (excluding Outside
Directors).
The details of such restricted shares compensation are as described in “⑷ Restricted Shares Compensation”(page 32).
7. The above restricted shares compensation represents the expenses recorded for this period.

- 30 -

(3) Decision-Making Policy on Individual Compensation for Directors and the Delegation of Decision
1. Matters concerning Decision-Making Policy on Individual Compensation for Directors
After consulting with and receiving an advice from the Nomination and Compensation Committee, at the meetingof the Board of Directors held on January 29, 2021, the amendment of decision-making policy on individualcompensation for Directors was resolved. The compensation for Directors consists of monthly compensation,bonuses and restricted shares compensation, and for the purpose of provision of sound incentives for improving thecorporate value over the medium-to-long term, the Corporation appropriately determines the proportion of themonthly compensation, bonuses and restricted shares compensation.
The compensation for individual Directors for this period (excluding bonuses) is based on the decision-making
policy on individual compensation for Directors before the amendment. The Board of Directors has judged that thecompensation for individual Directors has been determined through the procedures specified in the relevant policy,
and the content of such compensation is in line with such policy.
2. Matters concerning Delegation of Decision regarding Compensation for Individual Directors
With respect to monthly compensation and bonuses, decision of the amount of individual compensation for
Directors shall be delegated to the Nomination and Compensation Committee pursuant to a resolution by the Boardof Directors. The Nomination and Compensation Committee consists of 4 members: Chairman and Representative
Director Masahiko Goto, President and Representative Director Munetoshi Goto, Outside Director Akiyoshi
Morita, and Outside Director Masahiro Sugino. The Chairman of the Committee is Outside Director Masahiro
Sugino.
The reason that the Board of Directors delegated the decision of the monthly compensation and bonuses forindividual Directors to the Nomination and Compensation Committee is to ensure the transparency, objectivity,and fairness of the procedures for decision of the compensation, by entrusting the deliberation and decision to theNomination and Compensation Committee, whose chairman is an Outside Director independent of the
management.
The amount of compensation for individual Directors regarding bonuses in this period is scheduled to be
determined by the Nomination and Compensation Committee under the authority delegated by the Board of
Directors, through deliberation in a diversified manner, including considering the consistency with thedecision-making policy. The Board of Directors has respected such determination and judged that it is in line withthe decision-making policy on individual compensation for Directors.
Notes: 1. Mr. Akiyoshi Morita, who was a member of the above Nomination and Compensation Committee, passed away
on April 29, 2021. At the Board of Directors held on May 21, 2021, it was resolved that Mr. Akiyoshi Morita was
excluded from the above Nomination and Compensation Committee Member.
If Outside Director candidate Mr. Takahiro Iwase and Mr. Akira Kodama (Audit & Supervisory Committee
Member) are appointed to be an Outside Director at this General Meeting of Shareholders, Mr. Takahiro Iwase
and Mr. Akira Kodama will be added as the above Nomination and Compensation Committee Members.
2. With respect to the decision of the amount of individual compensation for Directors regarding monthly
compensation up to June 2021, the amount of monthly compensation for each Director is determined by
Chairman and Representative Director Masahiko Goto under the authority delegated by the Board of Directors,
upon consultation with other Directors and based on certain rules, such as taking into account performance,
positions, increase of employee salary and other factors, within the scope of the maximum amount ofcompensation resolved by the General Meeting of Shareholders. The reason for delegating the authority to the
Chairman and Representative Director is that the Corporation has judged, that he is able to determine the amountof compensation for officers upon comprehensive consideration. The amount of compensation for individual
Directors (excluding Directors who are members of the Audit & Supervisory Committee) regarding monthly
compensation from July 2021 will be determined by the Nomination and Compensation Committee under theauthority delegated by a resolution of the Board of Directors.
3. Compensation to Audit & Supervisory Board Members
Full amount of the compensation to Audit & Supervisory Board Members is fixed so that the independence of the
Audit & Supervisory Board Members from the management can be secured and the specific amount for each Audit& Supervisory Board Member is decided through discussions among Audit & Supervisory Board Members.

- 31 -

(4) Restricted Shares Compensation
1. Description of Restricted Shares Compensation
Restricted shares compensation is introduced to Directors (excluding Outside Directors) in order to allow Eligible
Directors to share the risks and benefits of stock price fluctuations with shareholders to a greater extent and further
enhance their motivation to contribute to improving the stock price and the corporate value of the Corporation.
The allotment of restricted shares to each Director is decided based on position, etc. at the Board of Directors after
consulting with and receiving an advice from the Nomination and Compensation Committee.
The restricted shares are granted at a certain time each year.
2. Details regarding transfer restrictions
Eligible Directors to whom the restricted shares have been allotted shall not transfer such allotted shares(hereinafter referred to as the “Allotted Shares”) to third parties, establish a pledge or a security interest on theshares, use them as an inter vivos gift, bequest them to another party, or otherwise dispose of the Allotted Shares(hereinafter referred to as “Transfer Restrictions”) for a period of 50 years (hereinafter referred to as the “Transfer
Restrictions Period”).
3. Gratis acquisition of the restricted shares
The Corporation shall acquire the restricted shares without compensation if an Eligible Director who has beenallotted the Allotted Shares retires as a Director of the Corporation anytime between the initial day of the Transfer
Restrictions Period until the day preceding the first subsequent Ordinary General Meeting of Shareholders, except
when there are reasons deemed legitimate by the Board of Directors.
In addition, the Corporation shall rightly acquire any of the Allotted Shares without compensation for which theTransfer Restrictions have not been removed in accordance with the reasons set forth in “4.” below at the
expiration of the Transfer Restrictions Period in “2.” above.
4. Removal of Transfer Restrictions
The Corporation will remove Transfer Restrictions on all the Allotted Shares upon expiration of the Transfer
Restrictions Period if an Eligible Director who has been allotted the restricted shares continues to hold the positionof a Director of the Corporation from the initial day of the Transfer Restrictions Period until the day of the first
subsequent Ordinary General Meeting of Shareholders.
However, if said Eligible Director has continued to hold the position of a Director of the Corporation upon
expiration of the Transfer Restrictions Period, the Transfer Restrictions will not be removed on all the Allotted
Shares held by said Eligible Transfer upon said expiration.
If said Eligible Director retires as a Director of the Corporation before the expiration of the Transfer Restrictions
Period for reasons deemed legitimate by the Board of Directors, the number of the Allotted Shares for which theTransfer Restrictions will be removed and the timing of the removal of Transfer Restrictions shall be reasonably
adjusted as needed.
5. Delivered Restricted Shares Compensation Status
This is as described in “2.(5) Shares granted to Directors of the Corporation in consideration of the performance of
duties in this period” (page 28).

- 32 -

(5) Outside Directors and Audit & Supervisory Board Members
1. Relation between important organization of concurrent post and the Corporation
There is no special interest between important organization of concurrent post and the Corporation.
2. Major activities during this period

Classification

Name

Attendance rate of theBoard of Directors
meetings(total attended/ total held)

Attendance rate of
the Audit &Supervisory Board
meetings(total attended/ total held)

Director

Akiyoshi Morita

100%(12/12)-

Director

Masahiro Sugino

100%(12/12)-

Audit &
Supervisory Board
MemberAkira Kodama

100%(12/12)100%(15/15)Fusahiro
Yamamoto

100%(12/12)100%(15/15)

Shoji Inoue100%(12/12)100%(15/15)

Audit &
Supervisory Board
MemberAudit &
Supervisory Board
MemberMajor activities

He had broad insight andmanagement experience in the
Toyota Group companies
which are a world’s leading
corporate group.
He was expected to perform thesupervisory function from such
perspective,and performed his
appropriate role as Outside
Director in the Board of
Directors of the Corporation,by providing advice andsupervising business execution
from the perspective, etc.
He has broad insight andmanagement experience in the
LIXIL Group companies which
are a world’s leading corporategroup.
He was expected to perform thesupervisory function from such
perspective,and performed his
appropriate role as Outside
Director in the Board of
Directors of the Corporation,by providing advice andsupervising business execution
from the perspective, etc.
He has many years ofexperience and expertise infinancial institutions.
He expressed his opinions fromthe professional perspective.
He expressed his opinions fromthe professional perspective ofcertified public accountant.
He expressed his opinions fromthe professional perspective of
attorney at law.

3. Outline of Liability Limitation Agreement
With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation has enteredinto a liability limitation agreement with each of the Directors and each of the Audit & Supervisory Board Members
which limits the maximum amount of their liabilities to the total amount provided for in each of the items of Article
425, Paragraph 1 of the Companies Act.

- 33 -

4. Accounting Auditor(1) Name of Accounting Auditor: KPMG AZSA LLC(2) Compensation and Other Amounts
Amount of payment(Millions of Yen)
1. Compensation and other amounts to the Accounting Auditor for this period125

2. Total amount of cash and other financial benefits payable by the Corporationand its subsidiaries to the Accounting Auditor

125

Notes: 1. As the audit agreement between the Corporation and its accounting auditors does not differentiatecompensation for audit under the Companies Act from the one for audit under Financial Instruments andExchange Law, the amount shown in 1. above represents total compensation and other amounts for bothaudits.
2. The Audit & Supervisory Board agreed to compensation to Accounting Auditors as stipulated in Article
399, Paragraph 1 of the Companies Act, after examination of their performance of accounting audit
services and basis for the calculation of the estimated amount of their compensation in the prior years,
which examination was made in line with the “Practical Guidelines for Cooperation with Accounting
Auditors” released by the Japan Audit & Supervisory Board Members Association.
3. KPMG AZSA LLC is a member firm in Japan of KPMG International and the accounting audits of all
principal subsidiaries of the Corporation are conducted by member firms of KPMG International.
(3) Contents of Non-Audit Services
None.
(4) Decision-Making Policy on Dismissal or Non-Reappointment of Accounting Auditor
If the accounting auditor falls under any of the events prescribed in each of the items of Article 340, Paragraph 1 of theCompanies Act, the Audit & Supervisory Board shall dismiss such accounting auditor with the consent of all the Audit& Supervisory Board Members. In the case of such dismissal, such dismissal and reasons therefor shall be reported to
the first General Meeting of Shareholders to be held after such dismissal.
In addition, if it is identified as difficult for the accounting auditor to properly conduct audits as a result of any reason
that may harm the independence of the accounting auditor, the Audit & Supervisory Board will decide the details of theagenda concerning the non-reappointment of such accounting auditor that is to be submitted to a General Meeting of
Shareholders, and pursuant to such decision, the Board of Directors will submit the agenda concerning the
non-reappointment of such accounting auditor to the General Meeting of Shareholders.

- 34 -

5. Systems and Policies of the Corporation(1) Systems to ensure that Corporation’s operation will be conducted appropriately
1. Systems to ensure that the duties of Directors and employees are executed in compliance with laws and regulations
and the Articles of Incorporation(i) The Board of Directors establishes the “Code of Ethics” and the “Guideline to the Code of Ethics for Makita”
as the principles for all Executives, and employees of Makita and each of the Directors shall keep all
Corporate Officers and employees informed of and in compliance with such ethics.
(ii) In order to ensure corporate ethics and compliance, Makita establishes the “Regulations Regarding Corporate
Ethics Help Line (Internal Reporting),” sets contact points both internally and outside Makita, and builds asystem to discover internal problems. In addition, an inquiry point shall be established on the Makita’s
website, to receive opinions and suggestions from outside Makita concerning accounting, internal controls
and auditing.
(iii) An Internal Audit Division conducts internal audit as deemed necessary.
2. Systems concerning the retention and management of information regarding the execution of duties by Directors
Information regarding the execution of duties by Directors shall be appropriately kept and managed in accordancewith internal regulations such as the Regulations of the Board of Directors and the Regulations on Corporate
Approval. Directors and Audit & Supervisory Board Members shall have access to such information.
3. Rules and other systems for risk management(i) Each Director has the power and responsibility to build a risk management system in Makita in the businessareas of which they are in charge, and in the case where a significant event affecting the management of
Makita arises, the Director shall report such event to the Board of Directors and Audit & Supervisory Board.
(ii) Rules and guidelines on risk management regarding quality control, accident prevention, cash management
and others, shall be established as necessary and operated by each department.
4. Systems to ensure the efficient execution of Director’s duties(i) A regular meeting of the Board of Directors shall be held once a month and extraordinary meetings shall beheld whenever necessary. In addition, pursuant to management policy decided by the Board of Directors,
priority targets shall be established for each department in each period. Each Director shall execute his duty toaccomplish relevant target and the Board of Directors shall oversight the progress and performance thereof.
(ii) The Board of Directors establishes standards concerning management structure and organization, positions,divisions of functions and duties and powers, which constitutes the basis for implementing management
policy, and operates business systematically and efficiently.
(iii) The Board of Directors introduces the Corporate Officer System in order to promptly implement Makita
strategy and strengthen the operational organization, and thereby make the business operation flexible andefficient.
(iv) Makita assigns respective liaison departments to all subsidiaries within the Corporation, and makes efforts toenhance group-wide management efficiency through discussions and consultations, information exchanges
with the objective of efficiently operating subsidiaries.
5. Systems to ensure the adequacy of business operations within Makita(i) Each of all subsidiaries is under control of Directors who are in charge of such subsidiary and importantmanagement matters and matters concerning misconduct shall be reported appropriately to such Director inaccordance with the Reporting Policy. The Director who is in charge of such subsidiary, upon receipt of suchreport, shall inform the Board of Directors of the status of supervision when necessary.
(ii) To ensure the credibility of financial reporting, the Board of Directors establishes policies on documentation
and assessment of internal controls of financial reporting of Makita and evaluates the effectiveness of said
policies.
(iii) For supervision and review of internal control systems of Makita by Audit & Supervisory Board Members, asystem shall be established for Audit & Supervisory Board Members to cooperate with the Internal Audit
Division and other related division and to receive report from Accounting Auditors.
6. Matters concerning employees posted to assist the duties of the Audit & Supervisory Board Members when the
Audit & Supervisory Board Members so require
As employees assisting the duties of the Audit & Supervisory Board Members, necessary personnel shall be
posted to assist the duties of the Audit & Supervisory Board Members.
7. Matters to ensure the independence of employees from Directors, as stated in the preceding item, and the- 35 -

effectiveness of directions given by Audit & Supervisory Board Members to those employees(i) Employees assisting the duties of Audit & Supervisory Board Members shall not work concurrently at otherdivisions, but shall exclusively follow directions from Audit & Supervisory Board Members.
(ii) In order to ensure the independence of such employees from Directors, the consent of the Audit &Supervisory Board is required for matters concering the appointment and change of such employees.
8. Systems in accordance with which the Directors and employees report to the Audit & Supervisory Board Members,
other systems concerning reports to the Audit & Supervisory Board Members and systems to ensure that Directors
and employees who make a report are not treated unfairly because of the report(i) Directors, Corporate Officers and employees of Makita shall report to the Audit & Supervisory Board
Members with respect to matters that may cause significant damage to Makita, important management matters,
matters concerning misconduct, status of structures and operation of the internal control system, and theoperation of internal reporting system and the results of reports received under such system.
(ii) The Corporation shall prepare a system that enables the Audit & Supervisory Board Members to request
reports from Directors, Corporate Officers and employees of Makita when necessary and that the Audit &Supervisory Board to exchange opinions with the Directors and Accounting Auditors of Makita.
(iii) The Corporation prohibits any unfair treatment of Directors, Corporate Officers, and employees of Makita
who make a report to the Audit & Supervisory Board Members as a result of such report, and ensures all
Directors, Corporate Officers, and employees of Makita are informed to that effect.
9. Other systems to ensure that audits by the Audit & Supervisory Board Members will be conducted effectively(i) In order to enhance the supervisory function of the Audit & Supervisory Board over Accounting Auditors,“Policies and Procedures concerning Prior Approval of Auditing and Non-Auditing Services” shall beestablished. In addition, to ensure that audits by the Audit & Supervisory Board Members will be conductedeffectively, audit shall be conducted in accordance with Standards for audit by Audit & Supervisory Board.
(ii) Full amount of the compensation to Audit & Supervisory Board Members shall be fixed so that theindependence of the Audit & Supervisory Board Members can be secured.
(iii) Expenses related to executing the duties of Audit & Supervisory Board Members are securely budgeted eachfiscal year and borne by the Corporation.
10. Systems to ensure elimination of antisocial forces(i) From the viewpoint of corporate social responsibility, Makita will consistently take a resolute stance against
involvement in, and have absolutely no relationship with, the activities of antisocial forces that may threaten
the order and the security of civil society.
(ii) Makita’s policy of “no intervention by antisocial forces has been permitted” is publicly announced, bothinternally and outside the Corporation, by expressly stipulating such in the management policy/quality policy
and by displaying such on the Corporation’s website.
(iii) Ban on transactions with antisocial forces is expressly stated in the “Guidelines to the Code of Ethics for
Makita” which prescribes the standards for officer and employee conduct applicable in the execution of theirtasks. Each Director shall keep all Corporate Officers and employees informed of and in compliance withsuch prohibition.
(iv) The Corporation has been liaising closely with the police and external related organizations, including the
Public Interest Incorporated Foundation for Aichi Residents’ Conference for Violence, and endeavors toprevent any involvement in activities of antisocial forces, any damage caused thereby, and others.
(v) In addition to collecting information relevant to activities of antisocial forces from the police and external
related organizations, the Corporation voluntarily participates in seminars. Also, the Corporation endeavors toshare information within the Corporation and related departments of Makita.
(2) Implementation status of systems necessary for ensuring that the Corporation’s operations are conducted
appropriately
1. Compliance(i) The Corporation keeps all officers and employees of Makita informed and provides training on the “Code of
Ethics,” “Guidelines to the Code of Ethics for Makita,” and “Regulations Regarding Corporate Ethics Help
Line (Internal Reporting),” on a continual basis.
(ii) The Corporation conducts a questionnaire survey of all employees to raise awareness about the importance ofcompliance and have them better understand the “Code of Ethics.”
2. Risk management
The Disclosure Committee meetings were held 3 times during this period, at which Representative Directors,
Directors in charge, Standing Audit & Supervisory Board Members, and General Managers of Internal Audit- 36 -

Division and respective departments of the Corporation met to detect and extract and examine risks involved in
the business activities of Makita.
3. Internal audits(i) The Internal Audit Division carries out internal audits of Makita, and reported their results to the Audit &Supervisory Board and the management.
(ii) The Corporation has established a framework under which any deficiency in internal controls found during aninternal control audit is appropriately corrected or redressed in a timely manner.
4. Systems to ensure the efficient execution of Directors’ duties(i) The Board of Directors approves annual targets set by each department and oversees their progress towardachievement.
(ii) Corporate Officers in charge of operation (18 officers as of March 31, 2021, including 5 officers overseas) are
assigned to major departments in order to operate business systematically and efficiently.
5. Duties of Audit & Supervisory Board Members(i) Audit & Supervisory Board Members meet Accounting Auditors and exchange information every quarter.
(ii) Audit & Supervisory Board Members have individual interviews with all Directors to exchange information.
(iii) Expenses necessary for executing the Audit & Supervisory Board Members’ duties are handled promptly at
the request of Audit & Supervisory Board Members.

- 37 -

CONSOLIDATED BALANCE SHEET(As of March 31, 2021)(Millions of Yen)
(Assets)
Current assets(Liabilities)
540,328

Current liabilities

121,798

Cash and cash equivalents

148,640

Trade payables and other payables

59,792

Trade receivables and other receivables

95,691

Borrowings

2,612

Inventories

267,547

Other financial liabilities

4,080

Other financial assets

18,227

Income taxes payable

11,218Other current assets

10,223

Provisions

3,665

272,550

Other current liabilities

40,431

Non-current assets

Non-current liabilities

27,754

Property, plant and equipment

189,366

Goodwill and intangible assets

9,364

Retirement benefit liabilities

3,406

Other financial assets

51,011Other financial liabilities

11,764Retirement benefit asset

10,685

Provisions

1,421

Deferred income taxes

8,860

Deferred tax liabilities

10,954

Other non-current assets

3,264

Other non-current liabilities
Total liabilities

209
149,552(Equity)Common stock

23,805Additional paid-in capital

45,559Retained earnings

588,644

Treasury stock, at cost

(11,543)

Other components of equity
Total equity attributable to owners of theparentNon-controlling interest
Total equity
Total assets

812,878

Note: Amounts less than 1 million yen have been rounded.

- 38 -

Total liabilities and equity

11,390657,855
5,471
663,326
812,878

CONSOLIDATED STATEMENT OF INCOME(From April 1, 2020 to March 31, 2021)(Millions of Yen)

REVENUE

608,331

Cost of sales(405,282)

GROSS PROFIT

203,049

Selling, general, administrative and others, net(114,585)

OPERATING PROFIT

88,464

Financial income

1,813

Financial expenses(3,078)PROFIT BEFORE INCOME TAXES

87,199

Income tax expenses(24,515)

PROFIT

62,684

Profit attributable to:
Owners of the parent

62,018Non-controlling interests

666

Note: Amounts less than 1 million yen have been rounded.

- 39 -

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY(From April 1, 2020 to March 31, 2021)

Equity attributable to owners of the parent

Balance at April 1, 2020

Retainedearnings

Common stock

Additional
paid-in capital

23,80545,531

540,063

Treasury stock

Other
components ofequity(11,554)(26,570)

62,018

Profit for this period-

28

38,91338,913

100,931(14,390)

(4)

(4)

15

43
(953)

-

-

28

(13,437)

11

(953)

(14,351)

23,80545,559588,644(11,543)

11,390657,855

Total equity

Balance at April 1, 2020

4,473

575,748

Profit for this period

666

62,684

Other comprehensive
income332

39,245Comprehensive income

998

101,929-(14,390)

Purchase of treasury
stock
Share-based paymenttransaction
Transfer from othercomponents of equity
to retained earnings
Total amounts oftransactions withownersBalance at March 31,
2021

-

953

Non-controllinginterest

Dividends paid

571,275

38,913(14,390)

Dividends paid
Purchase of treasury
stock
Share-based paymenttransaction
Transfer from othercomponents of equity
to retained earnings
Total amounts oftransactions withownersBalance at March 31,
2021

62,018-

Total

62,018Other comprehensive
incomeComprehensive income(Millions of Yen)

(4)
43
-

(14,351)

5,471

663,326

Note: Amounts less than 1 million yen have been rounded.

- 40 -

BALANCE SHEET(As of March 31, 2021)(Millions of Yen)
(Assets)
Current assets(Liabilities)
170,529

Cash and time deposits

51,939Trade notes receivable

181

Trade accounts receivable

Current liabilities

70,008Trade accounts payable

49,864

Other payable

4,038

69,923

Accrued expenses

7,110

Marketable securities

1,008

Income taxes payable

6,515

Finished goods and merchandise

25,525

Allowance for directors’ bonuses

256

Work-in-process

1,685

Allowance for product warranties

600

Raw materials and supplies

3,783

Other

Short-term loans receivable

11,674

Other

4,820

Allowance for doubtful accounts
Fixed assets
Tangible fixed assets
Buildings
Structures
Machinery and equipment

Vehicles and transportation equipment
Tools, furniture and fixtures

1,625

Long term liabilities

Deferred tax liabilities(9)

Retirement and termination allowance
Retirement allowance for directors and audit &333,108
74,70528,067
2,470
5,284
135

supervisory board members
Long-term deposits payable
Other

Total liabilities

3,261
1,797
238
326
181
719
73,269(Net assets)

6,437

Shareholders' equity

415,207Land

18,338

Common stock

24,206

Construction in progress

13,974

Capital surplus

47,676

Intangible fixed assets

2,967

SoftwareIndustrial property rights
Other
Investment and other assets

1,014
617

Additional paid-in capital
Other capital surplus
Retained earnings
Legal reserve

1,336

47,525151354,868
5,669

255,436

Other retained earnings

349,199

Investment securities

44,517

Reserve for dividend

750

Stocks of affiliates

101,290

Reserve for technical research

1,500

Investment in affiliates

93,429Reserve for advanced depreciation

2,410

General reserves

85,000Retained earnings carried forward

259,539

Long-term loans receivable

74

Lease deposits

5,026

Prepaid pension cost

11,035

Other

Total assets

65

503,637

Treasury stock(11,543)

Valuation and translation adjustments

15,161

Net unrealized gains on securities

15,161

Total net assets

430,368

Total liabilities and net assets

503,637

Note: Amounts less than 1 million yen have been rounded.

- 41 -STATEMENT OF INCOME(From April 1, 2020 to March 31, 2021)(Millions of Yen)
Net sales

378,486

Cost of sales

304,871

Gross profit

73,615

Selling, general and administrative expenses

42,630Operating income

30,985Non-operating income
Interest and dividend income

16,218Gain on sale of securities

16

Other non-operating income

408

16,642Non-operating expense
Loss on sales of securities

14

Exchange losses on foreign currency transactions

35

Other non-operating expense

4

Ordinary income

53
47,574Extraordinary gain
Gain on sales of fixed assets

00Extraordinary loss
Loss on sale and disposal of fixed assets

240

Loss on valuation of subsidiaries and affiliates

167

407

Income before income taxes

47,167

Income taxes - current

10,450

Income taxes - deferred(360)

Net income

37,077

Note: Amounts less than 1 million yen have been rounded.

- 42 -STATEMENT OF CHANGES IN NET ASSETS(From April 1, 2020 to March 31, 2021)(Millions of Yen)
Shareholders’ equity
Capital surplus
Common stock
Balance at April 1, 2020
Changes during this period
Provision of reserve foradvanced depreciation
Reversal of reserve foradvanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during this period
Balance at March 31, 2021

Additional paid-in capital

Other capital surplus

Total capital surplus

47,525

123

47,648

28

28

28
151

28
47,67624,20624,20647,525
Shareholders’ equity
Retained earnings
Other retained earnings

Balance at April 1, 2020
Changes during this period
Provision of reserve foradvanced depreciation
Reversal of reserve foradvanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during this period
Balance at March 31, 2021

Balance at April 1, 2020
Changes during this period
Provision of reserve foradvanced depreciation
Reversal of reserve foradvanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during this period
Balance at March 31, 2021

Legal Reserve Reserve Reserve forfor
reserveadvancedfortechnical depreciation
dividend
research
5,669
750
1,500
2,447

5,669

750

85,000

3

(3)

(40)

40

(37)
2,410

1,500

Generalreserves

Retainedearnings
carriedforward236,81585,000Total
retainedearnings
332,181(14,390)
37,077(14,390)
37,07722,724
259,539

22,687354,868

Valuation and translation adjustments
Net unrealized gains on
Total valuation and translation
securities
adjustments
5,877
5,877

Total
Treasuryshareholders’stockequity(11,554)

392,481(4)
15(14,390)
37,077(4)
43

11(11,543)

22,726415,207

Total net assets
398,358(14,390)
37,077
(4)
43
9,284

9,284

9,284

9,284
15,161

9,284
15,16132,010430,368

Note: Amounts less than 1 million yen have been rounded.

- 43 -

(English Translation of the Independent Auditor’s Report Originally Issued in the Japanese Language)
Accounting Audit Report of Accounting Auditor on Consolidated Financial Statements
Independent Auditor’s Report
May 20, 2021
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Nagoya Office
Yasuyuki Morimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaki Kawaguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

Audit Opinion
We have audited the consolidated financial statements, comprising the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in equity and the notes to consolidated financial statements ofMakita Corporation as at and for the year ended March 31, 2021 in accordance with Paragraph 4 of Article 444 of theCompanies Act.
In our opinion, the consolidated financial statements referred to above, which were prepared in accordance with the second
sentence of Paragraph 1 of Article 120 of the Regulation on Corporate Accounting that prescribes the omission of certain
disclosure items required under International Financial Reporting Standards (“IFRS”), present fairly, in all material respects,
the financial position and the results of operations of Makita Corporation and its consolidated subsidiaries for this period, forwhich the consolidated financial statements were prepared.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility inaccordance with auditing standards is stated in “Auditor’s Responsibility in Auditing Consolidated Financial Statements”. In
accordance with the provisions on occupational ethics in Japan, we are independent from the Company and its consolidated
subsidiaries. Further, we have fulfilled other ethical responsibilities required of accounting auditors. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Management’s Responsibility and Audit & Supervisory Board Member’s and the Audit & Supervisory Board’s
Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation in accordance with the second sentence of Paragraph 1
of Article 120 of the Regulation on Corporate Accounting that allows the omission of certain disclosure items required under
IFRS. This includes the development and operation of such internal control as management determines is necessary to enable
the preparation and fair presentation of consolidated financial statements that are free from material misstatements whether
due to fraud or error.
In preparing the consolidated financial statements, management is responsible for evaluating the appropriateness of- 44 -

preparing the consolidated financial statements based on the going concern assumptions, and disclosing matters related togoing concern if it is necessary to disclose matters related to going concern pursuant to the second sentence of Paragraph 1 of
Article 120 of the Regulation on Corporate Accounting that allows the omission of certain disclosure items required under
IFRS.
The responsibility of Audit & Supervisory Board Members and the Audit & Supervisory Board is to supervise theexecution of duties by the Directors in the development and operation of financial reporting processes.
Auditor’s Responsibility in Auditing Consolidated Financial Statements
The auditor is responsible for expressing an independent opinion on the consolidated financial statements in the audit reportbased on an audit performed by the auditor by obtaining reasonable assurance that the consolidated financial statements as awhole are free of material misstatement whether due to fraud or error. A misstatement may be due to fraud or error and isdeemed material, individually or in the aggregate, to the extent that it is reasonably expected to affect the decision-making ofusers of the consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, auditors shall make professional judgments throughout
the course of their audits, and perform the following with an attitude of profession skepticism.
・

Identify and evaluate the risk of material misstatement due to fraud or error. Design and perform audit procedures toaddress the risk of material misstatement. The selection of audit procedures is based on the judgment of the auditor. In
addition, obtain sufficient and appropriate audit evidence to provide a basis for expressing our opinion.

・In making risk assessments, consider internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, although the objective of the consolidated financial statement audit is not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control.

・

Evaluate the appropriateness of accounting policies used, the reasonableness of accounting estimates made bymanagement and the relevance of the related notes.

・Conclude whether it is appropriate for management to prepare the consolidated financial statements based on thegoing concern assumption, and whether, based on the audit evidence obtained, significant uncertainty is recognizedwith respect to the event or status that raises significant doubt about the going concern assumption. If there issignificant uncertainty regarding the going concern assumption, in the audit report alert to the notes to consolidated
financial statements, or if the notes to consolidated financial statements regarding significant uncertainty are notappropriate, the auditor must express a limited audit opinion. The auditor’s conclusion is based on the audit evidence
obtained prior to the date of the audit report, however, future events and status may make the survival of an entity
unfeasible.

・

Evaluate whether the presentation of the consolidated financial statements and the notes thereto conform to thesecond sentence of Paragraph 1 of Article 120 of the Regulation on Corporate Accounting that allows the omission ofcertain disclosure items required under IFRS and evaluate the presentation, structure and content of the consolidated
financial statements, including the related notes, and whether the consolidated financial statements represent theunderlying transactions and accounting events in a manner that achieves fair presentation.

・Obtain sufficient and appropriate audit evidence regarding the financial information of the entity and its consolidated
subsidiaries to express an opinion on the consolidated financial statements. The auditor is responsible for the direction,
supervision, and performance of its audit of the consolidated financial statements. The auditor has sole responsibility
for its audit opinion expressed.

The auditors shall report to Audit & Supervisory Board Members and the Audit & Supervisory Board the scope and timingof implementation of the planned audit, material findings in the audit, including material deficiencies in the internal controls
identified in the course of the audit, and other matters required under auditing standards.
The auditors shall report to Audit & Supervisory Board Members and the Audit & Supervisory Board the fact that they
have complied with the rules of professional ethics in Japan regarding auditor independence, matters which may be reasonably
considered to affect the independency of the auditors and, if they are applying safeguards to eliminate or reduce possible
threats, the content thereof.

- 45 -

Interest
Our firm and engagement partners have no interest in the Company or its consolidated subsidiaries which must be disclosed
pursuant to the provisions of the Certified Public Accountants Act.

- 46 -

(English Translation of the Independent Auditor’s Report Originally Issued in the Japanese Language)
Accounting Audit Report of Accounting Auditor on Non-Consolidated Financial Statements

Independent Auditor’s Report
May 20, 2021
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Nagoya Office
Yasuyuki Morimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaki Kawaguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Audit Opinion
We have audited the financial statements (“Financial Statements”), comprising the balance sheet, the statement of income,the statement of changes in net assets and the notes to non-consolidated financial statements, and the supplementary schedulesof Makita Corporation as at and for the year from April 1, 2020 to March 31, 2021 in accordance with Article 436-2-1 of theCompanies Act.
In our opinion, the Financial Statements referred to above present fairly, in all material respects, the financial position andthe results of operations of Makita Corporation for this period, for which the Financial Statements were prepared, in
accordance with accounting principles generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility inaccordance with auditing standards is stated in “Auditor’s Responsibility in Auditing Financial Statements”. In accordancewith the provisions on occupational ethics in Japan, we are independent from the Company. Further, we have fulfilled otherethical responsibilities required of accounting auditors. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion.
Management’s Responsibility and Audit & Supervisory Board Member’s and the Audit & Supervisory Board’s
Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of the Financial Statements in accordance withaccounting principles generally accepted in Japan. This includes the development and operation of such internal control as
management determines is necessary to enable the preparation and fair presentation of the Financial Statements that are freefrom material misstatements whether due to fraud or error.
In preparing the Financial Statements, management is responsible for evaluating the appropriateness of preparing the
Financial Statements based on the going concern assumptions, and disclosing matters related to going concern if it isnecessary to disclose matters related to going concern pursuant to accounting principles generally accepted in Japan.

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The responsibility of Audit & Supervisory Board Members and the Audit & Supervisory Board is to supervise theexecution of duties by the Directors in the development and operation of financial reporting processes.
Auditor’s Responsibility in Auditing the Financial Statements
The auditor is responsible for expressing an independent opinion on the Financial Statements in the audit report based on an
audit performed by the auditor by obtaining reasonable assurance that the Financial Statements as a whole are free of material
misstatement whether due to fraud or error. A misstatement may be due to fraud or error and is deemed material, individuallyor in the aggregate, to the extent that it is reasonably expected to affect the decision-making of users of the Financial
Statements.
In accordance with auditing standards generally accepted in Japan, auditors shall make professional judgments throughout
the course of their audits, and perform the following with an attitude of profession skepticism.
・

Identify and evaluate the risk of material misstatement due to fraud or error. Design and perform audit procedures toaddress the risk of material misstatement. The selection of audit procedures is based on the judgment of the auditor. In
addition, obtain sufficient and appropriate audit evidence to provide a basis for expressing our opinion.

・In making risk assessments, consider internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, although the objective of the Financial Statement audit is not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control.

・

Evaluate the appropriateness of accounting policies used, the reasonableness of accounting estimates made bymanagement and the relevance of the related notes.

・Conclude whether it is appropriate for management to prepare the Financial Statements based on the going concern
assumption, and whether, based on the audit evidence obtained, significant uncertainty is recognized with respect tothe event or status that raises significant doubt about the going concern assumption. If there is significant uncertainty
regarding the going concern assumption, in the audit report alert to the notes to the Financial Statements, or if thenotes to the Financial Statements regarding significant uncertainty are not appropriate, the auditor must express alimited audit opinion. The auditor’s conclusion is based on the audit evidence obtained prior to the date of the audit
report, however, future events and status may make the survival of an entity unfeasible.

・

Evaluate whether the presentation of the Financial Statements and the notes thereto conform to t accounting principles
generally accepted in Japan and evaluate the presentation, structure and content of the Financial Statements, including
the related notes, and whether the Financial Statements represent the underlying transactions and accounting events ina manner that achieves fair presentation.

The auditors shall report to Audit & Supervisory Board Members and the Audit & Supervisory Board the scope and timingof implementation of the planned audit, material findings in the audit, including material deficiencies in the internal controls
identified in the course of the audit, and other matters required under auditing standards.
The auditors shall report to Audit & Supervisory Board Members and the Audit & Supervisory Board the fact that they havecomplied with the rules of professional ethics in Japan regarding auditor independence, matters which may be reasonably
considered to affect the independency of the auditors and, if they are applying safeguards to eliminate or reduce possible
threats, the content thereof.

Interest
Our firm and engagement partners have no interest in the Company which must be disclosed pursuant to the provisions of
the Certified Public Accountants Act.

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(English Translation of the Audit Report of Audit & Supervisory Board Originally Issued in Japanese Language)

AUDIT REPORTThe Audit & Supervisory Board, having discussed with each other based on the audit reports prepared by each Audit &Supervisory Board Member regarding the performance of duties of Directors during the 109th period, from April 1, 2020 toMarch 31, 2021, does hereby report the results of their audit as follows:
1. Auditing Method Employed by Audit & Supervisory Board Members and Audit & Supervisory Board and Details Thereof(1) The Audit & Supervisory Board established the audit policy and duties of each Audit & Supervisory Board Member,received reports from each Audit & Supervisory Board Member on the execution of audits and results thereof andreceived reports from Directors and other related persons and Accounting Auditors on the performance of their duties,
and, when necessary, requested explanations.
(2) In conformity with the auditing standards for the Audit & Supervisory Board Members established by the Audit &Supervisory Board and in accordance with the audit policy and the duties assigned to each Audit & Supervisory Board
Member by the Audit & Supervisory Board, each Audit & Supervisory Board Member has had communication with
Directors, employees such as a staff of Internal Audit Division and other related persons and endeavored to gather
information and create an improved environment for auditing, and conducted the audits in the following methods:(i) Each Audit & Supervisory Board Member also attended meetings of the Board of Directors and other important
meetings, received from Directors, employees and other related persons reports on the performance of theirduties, and, when necessary, requested explanations. Each Audit & Supervisory Board Member also inspected
the important documents and examined the status of operations and properties at the head office and the principal
offices of the Corporation. As for the subsidiaries of the Corporation, the Audit & Supervisory Board Members,
having communication with the directors and Audit & Supervisory Board Members and other related persons of
the subsidiaries and sharing information among them, received reports from such subsidiaries as necessary.
(ii) Audit & Supervisory Board Members regularly received from Directors, employees and other related persons
reports and, when necessary, requested explanations and expressed their opinions in connection with theresolution of the Board of Directors concerning the internal control systems necessary to ensure that theexecution of duties by directors complies with laws and regulations and the Articles of Incorporation, and othersystems necessary to ensure the properness of operations of a corporate group composed of a company and its
subsidiary, prescribed in Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act,and the status of framework construction and operations of such internal control systems, developed based on thesaid resolution.
(iii) The Audit & Supervisory Board Members also monitored and examined whether the Accounting Auditor
maintains its independence and conducts its audits in an appropriate manner. The Audit & Supervisory Board
Members received reports from the Accounting Auditor on the performance of its duties and, when necessary,requested its explanations. The Audit & Supervisory Board Members also received notification from the
Accounting Auditor that it has taken steps to improve the “system for ensuring appropriate execution of theduties of an accounting auditor” (as set forth in Items of Article 131 of the Ordinance on Corporate Accounting)in compliance with the “Quality Control Standard for Auditing” (adopted by the Business Accounting Council on
October 28, 2005). The Audit & Supervisory Board Members requested explanations on such notifications whennecessary.
According to the foregoing method, the Audit & Supervisory Board Members reviewed the business report, the accompanying
supplemental schedules and the financial statements for this period (balance sheet, statement of income, statement of changes
in net assets and notes to non-consolidated financial statements) and the accompanying supplemental schedules and theconsolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement ofchanges in equity and notes to consolidated financial statements).
2. Results of Audit(1) Results of Audit of the Business Report and Others(i) We confirm that the business report and the accompanying supplemental schedules present fairly the status of the
Corporation in conformity with the applicable laws and regulations of Japan as well as the Articles ofIncorporation of the Corporation.
(ii) We confirm that there are no fraudulent acts or material facts that violated the applicable laws and regulations ofJapan or the Articles of Incorporation of the Corporation in the course of the performance of the duties of the
Directors.
(iii) We confirm that the substance of the resolutions by the Board of Directors regarding establishment of Internal
Control System is appropriate. We do not see anything to be pointed out on the description of the business report,
and the performance of the Directors regarding the Internal Control System.

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(2) Results of Audit of the Financial Statements and the Accompanying Supplemental Schedules
We confirm that the method and the results of the audit conducted by KPMG AZSA LLC, the Accounting Auditor, areappropriate.
(3) Results of Audit of the Consolidated Financial Statements
We confirm that the method and the results of the audit conducted by KPMG AZSA LLC, the Accounting Auditor, areappropriate.
May 21, 2021
Audit & Supervisory Board
Makita Corporation
Mitsuhiko Wakayama (Seal)
Standing Audit & Supervisory Board Member
Akira Kodama (Seal)
Standing Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)
Fusahiro Yamamoto (Seal)
Outside Audit & Supervisory Board Member
Shoji Inoue (Seal)
Outside Audit & Supervisory Board Member- 50 -