June 26, 2024
Company name:
Representative:
Stock ticker code:

Makita Corporation
Munetoshi Goto, President, Representative Director
6586

Notice Concerning Disposal of Treasury Stockas Stock-based Compensation with Restrictions on Stock Transfers
Makita Corporation (hereinafter referred to as the “Company”) is pleased to announce that it resolved at a meeting of
the Board of Directors held today to execute the disposal of treasury stock as stock-based compensation with restrictions
on stock transfers (hereinafter referred to as the “Disposal of Treasury Stock”) as outlined below.
1. Outline of Disposal(1)

Date of disposal

July 19, 2024

(2)Type and number of shares
to be disposed of6,564 shares of the Company’s common stock(3)

Disposal value

4,386 yen per share(4)

Total disposal value(5)

Planned allottees

28,789,704 yen
The Company’s Directors (*): 8 persons, 6,564 shares* Excluding Directors Who Are Audit & Supervisory Committee Members andOutside Directors

2. Purpose of Disposal and Reasons
The Company resolved at a meeting of the Board of Directors held on April 26, 2019 to introduce a stock-based
compensation plan (hereinafter referred to as the “Plan”), which allots shares with transfer restrictions to Directors of theCompany, in order to allow Directors to share the risks and benefits of stock price fluctuations with shareholders to agreater extent and to further enhance their motivation to contribute to improving the stock price and the corporate valueof the Company.
Furthermore, accompanying the transition to a Company with an Audit & Supervisory Committee, at the 109th
Ordinary General Meeting of Shareholders held on June 25, 2021, the Company obtained the shareholders’ approval,
which is unchanged from that prior to the transition, to set the maximum total annual amount of monetary compensation
receivables to be paid to Directors (excluding Directors who are Audit & Supervisory Committee Members and Outside
Directors. Hereinafter, referred to as Eligible Directors) as compensation related to restricted shares at 100 million yen;
the maximum number of restricted shares to be allotted to Eligible Directors in each fiscal year at 100,000 shares; and thetransfer restriction period for restricted shares at 50 years.
The Company, at the meeting of the Board of Directors held today, resolved to pay monetary compensation receivablesfor the allotment of restricted shares as compensation payable to Eligible Directors for the period from the 112th Ordinary
General Meeting of Shareholders until the 113th Ordinary General Meeting of Shareholders to be held in June 2025, witha total amount of 28,789,704 yen to 8 Eligible Directors, who are planned allottees (hereinafter referred to as “Allottees”),
and to allot a total of 6,564 shares of the Company’s common stock as specified restricted shares by having Allottees
make an in-kind contribution of all the said monetary compensation receivables. The amount of monetary compensation
receivables to be paid to each Allottee was determined based on factors, such as executive position, at a meeting of theBoard of Directors after consulting with and receiving an advice from the Nomination and Compensation Committee.
The said monetary compensation receivables will be provided on the condition that each Allottee has entered into arestricted share allotment agreement (hereinafter referred to as the “Allotment Agreement”) with the Company with thedetails outlined below.
English Translation of press release originally issued in Japanese1

The transfer restriction period has been set at 50 years in order to realize the purpose of introducing the Plan to allowAllottees to share the risks and benefits of stock price fluctuations with shareholders to a greater extent and further enhancetheir motivation to contribute to improving the stock price and corporate value of the Company over the longest possible
period of time.
3. Outline of the Allotment Agreement(1) Transfer Restriction Period
From July 19, 2024 to July 18, 2074
During the above transfer restriction period (hereinafter referred to as the “Transfer Restriction Period”), Allottees
shall not transfer restricted shares as compensation allotted to the said Allottees for the period from the 112th OrdinaryGeneral Meeting of Shareholders until the 113th Ordinary General Meeting of Shareholders to be held in June 2025
(hereinafter referred to as the “Allotted Shares”) to third parties, establish a pledge or a security interest on the shares, usethem as an inter vivos gift, bequest them to another party, or otherwise dispose of them (hereinafter referred to as the“Transfer Restrictions”).
(2) Gratis Acquisition of the Restricted Shares
The Company shall rightly acquire the Allotted Shares without compensation if an Allottee retires as a Director of theCompany anytime between the initial day of the Transfer Restriction Period until the day preceding the first subsequent
Ordinary General Meeting of Shareholders as of such retirement date, except when there are reasons deemed legitimate
by the Board of Directors.
In addition, the Company shall rightly acquire any of the Allotted Shares without compensation for which the Transfer
Restrictions have not been removed in accordance with the reasons set forth in (3) below upon expiration of the Transfer
Restriction Period (hereinafter referred to as “Expiration of the Period”) immediately after Expiration of the Period.
(3) Removal of Transfer Restrictions
The Company shall remove the Transfer Restrictions on all the Allotted Shares held by Allottees upon Expiration ofthe Period if an Allottee who has been allotted the restricted shares has continued to hold the position of a Director of theCompany from the initial day of the Transfer Restriction Period until the day of the first subsequent Ordinary General
Meeting of Shareholders. However, if the said Allottee has continued to hold the position of a Director of the Company
upon Expiration of the Period, the Transfer Restrictions will not be removed on all the Allotted Shares held by the said
Allottee upon such expiration. If the said Allottee retires as a Director of the Company before Expiration of the Period
for reasons deemed legitimate by the Board of Directors, the Transfer Restrictions will be removed on the Allotted Shares
immediately after the retirement, and the number of such Allotted Shares shall be obtained by multiplying the number ofmonths from July 2024 until the month including the date when the said Allottee retires as a Director of the Company
divided by 12 (if this number exceeds one as a result of the calculation, then this number shall be deemed to be one) bythe number of Allotted Shares held by the said Allottee at such point in time (if any fraction less than one share unit arises
as a result of the calculation, such fraction shall be rounded down).
(4) Rules on the Administration of Shares
Allottees shall complete the procedures for opening an account at SMBC Nikko Securities Inc. in the mannerdesignated by the Company for stating or recording matters related to the Allotted Shares, which shall be kept andmaintained in the said account until such time as the Transfer Restrictions have been removed.
(5) Treatment upon Organizational RestructuringDuring the Transfer Restriction Period, if an agenda item regarding a merger agreement under which the Company
becomes the dissolving company, or a share exchange agreement, or a share transfer plan under which the Company
becomes a wholly-owned subsidiary, or any other organizational restructuring is approved at a General Meeting ofShareholders of the Company (or, if approval at a General Meeting of Shareholders of the Company is not required
regarding the above-mentioned organizational restructuring, then approval of the Board of Directors of the Company)
English Translation of press release originally issued in Japanese2(only if the effective date of the said organizational restructuring occurs before Expiration of the Period; hereinafterreferred to as “at the time of approval of organizational restructuring”), and if an Allottee who has been allotted therestricted shares retires as a Director of the Company due to the said organizational restructuring, the Company, by aresolution of the Board of Directors, shall remove the Transfer Restrictions on the Allotted Shares, and the number ofsuch Allotted Shares shall be obtained by multiplying the number of months from July 2024 until the month including thedate of the said approval divided by 12 (if this number exceeds one as a result of the calculation, then this number shallbe deemed to be one) by the number of the Allotted Shares held by the said Allottee at such point in time (if any fraction
less than one share unit arises as a result of the calculation, such fraction shall be rounded down) immediately before thebusiness day preceding the effective date of the said organizational restructuring.
At the time of approval of organizational restructuring, the Company shall rightly acquire without compensation anyof the Allotted Shares for which the Transfer Restrictions have not been removed as of the business day preceding theeffective date of the said organizational restructuring.
4. Basis for Calculating Payment Amount and Specific Details Thereof
To eliminate arbitrariness in determining the disposal value in the Disposal of Treasury Stock, the said disposal value
shall be set at 4,386 yen, which is the closing price of the common stock of the Company on the Tokyo Stock Exchangeon the business day immediately preceding the date of the resolution of the Board of Directors of the Company (June 25,2024). Because this is the market price on the day immediately preceding the date of the resolution of the Board of
Directors of the Company, we believe it is reasonable and does not represent a particularly favorable value.

English Translation of press release originally issued in Japanese3