Note: This document has been translated from a part of the Japanese original for reference purposes only. Inthe event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6135)
June 2, 2021
To Shareholders with Voting Rights:
Shinichi Inoue
President
Makino Milling Machine Co., Ltd.

3-19 Nakane 2-chome, Meguro-ku, TokyoNOTICE OF
THE 82nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 82nd Annual General Meeting of Shareholders of Makino Milling Machine Co.,
Ltd. (the “Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing or via electromagnetic means (the Internet, etc.). Please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights no later than 5:00 p.m. on June 23, 2021, Japan time.
1. Date and Time:Thursday, June 24, 2021 at 10:00 a.m. Japan time (door will open at 9:00 a.m.)

2. Place:

3F, Application Technology Center of the Company located at10-4 Nakane 2-chome, Meguro-ku, Tokyo, Japan
3. Agenda of the General Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
82nd Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 82nd Fiscal Year(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 6 Directors
Proposal 3:
Election of 1 Audit & Supervisory Board Member
4. Exercise of Voting Rights through a Proxy
If you would like to exercise your voting rights through a proxy, pursuant to provisions of the Articles ofIncorporation, it is possible to assign one other shareholder with voting rights as your proxy. However, it isnecessary to submit a document to prove the authority of representation.
(Request) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
(Notice) Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements or Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company's website (https://ir.makino.co.jp/).

-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s basic policy for profit distribution is to endeavor to make returns to shareholders throughthe continuous and stable payment of dividends.
Based on the above policy, taking into consideration factors including the profit performance andbusiness environment surrounding the Company in the current fiscal year, the year-end dividend for thecurrent fiscal year shall be as follows.
(1) Type and total amount of dividend property allotted to shareholders
Cash
Total amount: 483,803,180 yen(2) Matters regarding allotment of dividend property to shareholders
20 yen per common share of the Company(3) Effective date of dividends of surplus
June 25, 2021

-2-Proposal 2:

Election of 6 Directors

The terms of office of all 6 Directors will expire at the conclusion of this Annual General Meeting ofShareholders. Accordingly, the election of 6 Directors is proposed.
The candidates are as follows:No.

Name

1Shinichi Inoue

2Toshiyuki Nagano

Current positions and responsibilities at the CompanyPresident & Representative Director(Age: 54)

Executive Vice President, Director
Executive Manager of Corporate Service Division
Office Manager of Energy Control Office
Office Manager of Trade Security Control Office, Risk
Management Promotion Division
Vice President, Director(Age: 63)

3

Tatsuaki Aiba

4Shin Yoshidome

5Naofumi Masuda

6Kodo Yamazaki(Age: 64)
(Age: 69)

[Independent][External]

Director(Age: 67)

[Independent][External]

Director(Age: 66)

[Independent][External]

Director-3-No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1992
April 20111

Shinichi Inoue(October 18, 1966)

2

Toshiyuki Nagano(April 5, 1958)

Number ofshares of theCompany held

Joined the Company
General Manager of Atsugi Development M Development
SectionFebruary 2013
Deputy Executive Manager of R&D Division
6,000June 2014
Director; Deputy Executive Manager of R&D DivisionJune 2015
Director; Executive Manager of Sales Division
June 2016
President & Representative Director (to present)[Reasons for nomination as candidate for Director]
Mr. Shinichi Inoue has served as responsible personnel in product development and sales divisions,and has extensive experience and insight regarding machine tools. Also, after being appointed as
Director in June 2014 and Representative Director in June 2016, he has been driving the creation of
new technologies while promoting internal revolution toward new era as a leader of the entire Group.
Therefore, we deemed that he is qualified to be a Director of the Company who is in charge ofmanagement of the entire Group, and propose his reelection as a Director.
May 2004
Joined the Company
June 2006
Director of Makino J. Co., Ltd.
November 2008 General Manager of Finance Department of the Company
June 2009
Director; General Manager of Finance Department; Office
Manager of Energy Control Office
April 2011
Director; Executive Manager of Corporate Service Division;
Office Manager of Trade Security Control Office; Office
Manager of Energy Control Office
June 2014
Vice President, Director; Executive Manager of Corporate
Service Division; Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office
June 2016
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Trade Security
2,800
Control Office; Office Manager of Energy Control Office
April 2017
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Corporate
Planning Office; Office Manager of Trade Security Control
Office; Office Manager of Energy Control OfficeFebruary 2021
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Trade Security
Control Office; Office Manager of Energy Control Office
April 2021
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Energy Control
Office; Office Manager of Trade Security Control Office, Risk
Management Promotion Division (to present)[Reasons for nomination as candidate for Director]
Mr. Toshiyuki Nagano has served as responsible personnel in control divisions, centered on finance,and has extensive experience and insight primarily regarding control area. After being appointed as
Director in June 2009, Vice President and Director in June 2014, and Executive Vice President andDirector in June 2016, he has been contributing to the growth of the Group, utilizing his expertise.
Therefore, we deemed that he is qualified to be a Director of the Company who is in charge ofmanagement of the entire Group, and propose his reelection as a Director.

-4-No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
November 2002
December 2004

34

Number ofshares of theCompany held

Joined the Company
General Manager of Fuji Katsuyama Production Department
General Manager of Fuji Katsuyama Production Department;
General Manager of Procurement Department
June 2005
Director; Executive Manager of Production Division
3,200
October 2012
Director; Executive Manager of Production Division;
Executive Manager of Fuji Katsuyama Works
June 2014
Vice President, Director; Executive Manager of Production
Tatsuaki Aiba
Division; Executive Manager of Fuji Katsuyama Works(May 3, 1957)
June 2020
Vice President, Director of the Company (to present)[Reasons for nomination as candidate for Director]
Mr. Tatsuaki Aiba has served as responsible personnel in production and procurement divisions, andhas extensive experience and insight primarily regarding production area. After being appointed as
Director in June 2005 and Vice President and Director in June 2014, he has been contributing to thegrowth of the Group, utilizing his expertise. Therefore, we deemed that he is qualified to be a Directorof the Company who is in charge of management of the entire Group, and propose his reelection as aDirector.
June 2001
Executive Officer of Daiwa Securities SMBC Co. Ltd.
June 2004
Managing Director of Daiwa Securities SMBC Co. Ltd.
April 2006
Representative Director; Senior Managing Director of Daiwa
Securities SMBC Co. Ltd.
Senior Executive Officer of Daiwa Securities Group Inc.
April 2007
President of Daiwa Securities SMBC Co. Ltd.
Director; Representative Executive Vice-President of Daiwa
Securities Group Inc.
January 2010
President & Director of Daiwa Securities Capital Markets Co.
Ltd.
Director; Representative Executive Vice-President of Daiwa
Securities Group Inc.
April 2011
Chairman & Director of Daiwa Securities Capital Markets Co.
Ltd.
700
Director of Daiwa Securities Group Inc.
April 2012
Special Advisor to Daiwa Securities Co. Ltd.
Chairman & Director of Daiwa Institute of Research Business[Independent]
Innovation Ltd.
[External]
June 2013
External Director of Tokyo Financial Exchange Inc.
April 2014
Special Advisor to Daiwa Institute of Research Business
Shin Yoshidome
Innovation Ltd.
(September 29, 1951)
June 2014
External Director of JAPAN POST INSURANCE Co., Ltd.
June 2015
External Director of Nojima Corporation
Attendance at theAdvisor to Daiwa Securities Co. Ltd. (to present)
Board of Directors April 2016
June 2018
Director of the Company (to present)
meetings:
15 out of 15 meetings[Significant concurrent positions]
Advisor to Daiwa Securities Co. Ltd.
[Reasons for nomination as candidate for External Director and expected roles]
Mr. Shin Yoshidome has served as an executive of Daiwa Securities Group Inc. and its subsidiaries,
and has extensive experience and insight regarding corporate management and the financial market.
In addition, since the appointment as Director of the Company, he has utilized his expertise andappropriately fulfilled his roles by providing advice on management and contributing to strengtheningof supervisory function. Therefore, we deemed that he is qualified to be a Director of the Company,
and propose his reelection as an External Director, expecting him to continue to fulfill such roles.
Daiwa Securities Co. Ltd., where he serves as an advisor, is one of several brokerage lead managersof the Company. As the amount of remuneration, etc. received by the said company throughtransactions with the Company, including the amount of remuneration, etc. regarding underwriting
work of the Company’s bonds, was a small amount of around 13 million yen over the past three years.
Therefore, we deemed that there is no risk of a conflict of interest with general shareholders, and he isqualified to fulfill the role of External Director, with whom shareholders entrust responsibility, froman independent standpoint.

-5-No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
June 2008[Independent][External]

56

Naofumi Masuda(August 22, 1953)

June 2010
June 2014
June 2017
June 2018
June 2019
June 2020

Managing Officer of TOYOTA MOTOR CORPORATION(Kinuura Plant General Manger, Myochi Plant GeneralManager)
Senior Managing Director of ADVICS CO., LTD.
Executive Vice President of ADVICS CO., LTD.
Advisor & Chief Engineer of ADVICS CO., LTD.
Executive Advisor of ADVICS CO., LTD.
External Director & Member of the Audit & Supervisory
Committee of YASUNAGA CORPORATION (to present)
Director of the Company (to present)

Number ofshares of theCompany held0[Significant concurrent positions]
Attendance at theExternal Director & Member of the Audit & Supervisory Committee ofBoard of Directors
YASUNAGA CORPORATION
meetings:[Reasons for nomination as candidate for External Director and expected roles]
10 out of 11 meetings
Mr. Naofumi Masuda has served as an executive at business companies, and has extensive experienceand insight regarding corporate management and the production technology. In addition, since theappointment as Director of the Company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function.
Therefore, we deemed that he is qualified to be a Director of the Company, and propose his reelection
as an External Director, expecting him to continue to fulfill such roles.
April 1989
Assistant Professor of Takayama Junior CollegeApril 1994
Professor of Takayama Junior CollegeApril 2001
Professor of Faculty of Law, Kumamoto University
June 2003
Managing Director of Japan Tax Jurisprudence Association
April 2007
Dean of Faculty of Law, Kumamoto University
April 2015
Trustee and Deputy President of Kumamoto University
0April 2020
Professor of Graduate School, Kumamoto Gakuen University (to[Independent]present)[External]
June 2020
Director of the Company (to present)
Kodo Yamazaki(March 11, 1955) [Significant concurrent positions]
Professor of Graduate School, Kumamoto Gakuen University
Attendance at the[Reasons for nomination as candidate for External Director and expected roles]
Board of Directors Mr. Kodo Yamazaki has served as Dean of Faculty of Law, Kumamoto University, and has extensive
meetings:
experience and insight regarding law. He also has experience on managing an organization from
11 out of 11 meetings leading position from his past service as Trustee and Deputy President of Kumamoto University andManaging Director of Japan Tax Jurisprudence Association. Although he has not been directly
involved in the management of a company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function
since the appointment as Director of the Company. Therefore, we deemed that he is qualified to be a
Director of the Company, and propose his reelection as an External Director, expecting him tocontinue to fulfill such roles.
(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. If Messrs. Shin Yoshidome, Naofumi Masuda and Kodo Yamazaki are elected, the Company plans to continue anagreement with them to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act, to the minimum
amount of liability stipulated in Article 425, Paragraph 1 of the same Act.
3. Matters regarding the candidates for External Directors are as follows.
(1) Messrs. Shin Yoshidome, Naofumi Masuda and Kodo Yamazaki are candidates for External Directors as
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. The
Company has submitted independent director notification forms to Tokyo Stock Exchange, Inc. to appoint bothcandidates as Independent Directors.
(2) As of the conclusion of this General Meeting of Shareholders, Mr. Shin Yoshidome will have served as External
Director of the Company for three years.
(3) As of the conclusion of this General Meeting of Shareholders, Messrs. Naofumi Masuda and Kodo Yamazaki will
have served as External Director of the Company for one year.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company, which-6-

will cover damages that the insured may be held liable for as a result of assuming responsibilities for the execution oftheir duties or receiving claims related to the pursuit of such responsibilities. All of the candidates for Director will be
designated as the insured under such contract. The Company plans to renew the contract with the same contents at thetime of the next renewal.

-7-

Proposal 3:

Election of 1 Audit & Supervisory Board Member

Audit & Supervisory Board Member Kazuo Hiruta will retire from the position at the conclusion of thisAnnual General Meeting of Shareholders. Accordingly, the election of 1 Audit & Supervisory Board
Member is proposed.
This proposal has gained the consent of the Audit & Supervisory Board.
The candidate is as follows:
Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1975
July 1999
December 2004

Number of sharesof the Company
held

Joined the Company
Office Manager of UG/EYE Development Office
Office Manager of UG/EYE Development Office; General
Manager of DM System Development Department
June 2005
Director; Office Manager of UG/EYE Development Office;General Manager of DM System Development Department
February 2006
Director; Executive Manager of Mold Software Division
June 2008
Director, Executive Manager of Sales Division
1,600
August 2009
Director, Executive Manager of Sales Division; Domestic SalesControl[New appointment]
February 2010
Director; Executive Manager of Sales Division; Executive
Manager of Mold Software Division
Akio Komura
May2010
Director; Executive Manager of Sales Division; Executive(August 24, 1952)
Manager of Production Software Division
June 2011
President & Representative Director of Makino Technical Service
Co., Ltd.
June 2020
Advisor to Makino Technical Service Co., Ltd. (to present)[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Mr. Akio Komura has served as responsible personnel in software development and sales
divisions, as well as served as President & Representative Director of a domestic group company, andhas extensive experience and insight regarding management, software, and sales. Therefore, we
deemed that his is qualified to be an Audit & Supervisory Board Member of the Company, andpropose his election as an Audit & Supervisory Board Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. If the candidate is elected, the Company plans to enter into an agreement with him to limit his liability pursuant toArticle 423, Paragraph 1 of the Companies Act, to the minimum amount of liability stipulated in Article 425,
Paragraph 1 of the same Act.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company, which
will cover damages that the insured may be held liable for as a result of assuming responsibilities for the execution of
their duties or receiving claims related to the pursuit of such responsibilities. The candidate will be designated as theinsured under such contract. The Company plans to renew the contract with the same contents at the time of the next
renewal.

END-8-