April 27, 2021
Company name:
Representative:
Stock ticker code:

Makita Corporation
Munetoshi Goto, President, Representative Director
6586
Notice on Partial Amendments to the Articles of Incorporation

As stated in “Notice on Establishment of Nomination and Compensation Committee and Transition to a Company
with an Audit and Supervisory Committee” dated December 18, 2020, Makita Corporation (hereinafter referred to as“Makita”) has resolved on a policy of transitioning from its current system of a Company with an Audit & Supervisory
Board to a Company with an Audit & Supervisory Committee upon the condition that the transition is approved at the109th Ordinary General Meeting of Shareholders scheduled on June 25, 2021 (hereinafter referred to as the “OrdinaryGeneral Meeting of Shareholders”).
Accordingly, Makita hereby announces that the Board of Directors resolved, at a meeting held today, to submit“Partial Amendments to the Articles of Incorporation” as an agenda item to the Ordinary General Meeting ofShareholders as follows.
I. Purpose of the Amendments to the Articles of Incorporation(1) Makita 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 Board of Directors andfurther 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 of provisions regarding theAudit & 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, bya 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 limitationagreements. Accordingly, Article 28 of the current Articles of Incorporation shall be amended to enable theCorporation 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.
II. Details of the Amendments to the Articles of Incorporation
The details of the amendments are as shown in the attachment.
The amendments to Articles of Incorporation shall come into force at the conclusion of the Ordinary General Meetingof Shareholders.
Ⅲ. Schedule
Date of the General Meeting of Shareholders to discuss the amendments to the Articles of Incorporation:
June 25, 2021 (schedule)
Effective date of the amendments to the Articles of Incorporation:
June 25, 2021 (schedule)

English Translation of press release originally issued in Japanese1<Attachment>(Portions to be amended are underlined.)
Current Articles of Incorporation

Proposed Amendments

CHAPTER ICHAPTER I

GENERAL PROVISIONS

GENERAL PROVISIONS

Article 1. to Article 3.

(Omitted)

Article 1. to Article 3.

(Unchanged)

Article 4. (Organizations)

Article 4. (Organizations)

In addition to the general meetings of shareholders and Directors,

In addition to the general meetings of shareholders and Directors,

the Company shall have the following organizations:the Company shall have the following organizations:(1)

Board of Directors(1)

Board of Directors(2)

Audit & Supervisory Board Members(2)

Audit & Supervisory Committee(3)

Audit & Supervisory Board(4)

Accounting Auditors

Article 5.

Article 6.

(Omitted)(Deleted)(3)
Article 5.

Accounting Auditors(Unchanged)

CHAPTER II

CHAPTER IISHARESSHARES(Omitted)

Article 7. (Acquisition of treasury stock)

Article 6.

(Unchanged)(Deleted)

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)

English Translation of press release originally issued in Japanese

Article 7. to Article 10. (Unchanged)2Current Articles of Incorporation

Proposed Amendments

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)

Article 17. (Number)

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

(1)

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

(New)

(2)

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

Article 19. (Election)

Article 18. (Election)

(1)

(1)

Directors shall be elected at general meetings ofshareholders.

Directors who are Audit & Supervisory Committee
Members and other Directors shall be separately elected at
general meetings of shareholders.

(2)(Omitted)(2)(Unchanged)(3)(Omitted)(3)(Unchanged)English Translation of press release originally issued in Japanese3Current Articles of Incorporation

Proposed Amendments

Article 20. (Terms of office)

Article 19. (Terms of office)The terms of offices of Directors shall expire at the conclusion of(1)The terms of offices of Directors (excluding Directors who

the ordinary general meeting of shareholders held with respect toare Audit & Supervisory Committee Members) shall expire

the last business year ending within two (2) years from theirat the conclusion of the ordinary general meeting ofelection.

shareholders held with respect to the last business year
ending within one (1) year from their election.
(New)

(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.

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

(3)

The term of office of any Audit & Supervisory Committee
Member elected to fill a vacancy caused by retirement of an
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.

(New)

(4)

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.

English Translation of press release originally issued in Japanese4Current Articles of Incorporation

Proposed Amendments

Article 21. (Election of Representative Directors, etc.)

Article 20. (Selection of Representative Directors, etc.)

The Board of Directors shall select Directors who have the power(1)

The Board of Directors shall, by its resolution, selectto represent the Company.

Directors who have the power to represent the Company

By a resolution of the Board of Directors, a chairman, one or morefrom among the Directors (excluding Directors who arevice chairmen, a president, one or more executive vice presidents,

Audit & Supervisory Committee Members).

senior managing directors (senmu) and managing directors (jomu)
may be appointed.

(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)

Article 21. (Convocation of meetings)

Unless the date of a meeting is fixed in advance by the Board ofUnless the date of a meeting is fixed in advance by the Board ofDirectors, notice of a meeting of the Board of Directors shall beDirectors, notice of a meeting of the Board of Directors shall begiven to each Director and Audit & Supervisory Board Member atgiven to each Director at least three (3) days prior to the date set

least three (3) days prior to the date set for such meeting; provided,for such meeting; provided, however, that in case of urgency, such

however, that in case of urgency, such period may be shortened.

period may be shortened.

Article 23. (Chairman)

Article 22. (Chairman)

The chairman-director shall act as chairman at meetings of the(1) The chairman-director shall act as chairman at meetings ofBoard of Directors. When the office of the chairman-director is

the Board of Directors. When the office of the chairman-

vacant or the chairman-director is unable to act, the president-director is vacant or the chairman-director is unable to act,

director shall act as chairman.

the president-director shall act as chairman.

When the offices of both the chairman-director and the president-(2) When the offices of both the chairman-director and thedirector are vacant or they are unable to act, one of the otherpresident-director are vacant or they are unable to act, one ofdirectors shall act as chairman in accordance with the orderthe other directors shall act as chairman in accordance withpredetermined by a resolution of the Board of Directors.

the order predetermined by a resolution of the Board ofDirectors.

Article 24.

(Omitted)

English Translation of press release originally issued in Japanese

Article 23.

(Unchanged)5Current Articles of Incorporation

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

Article 25. to Article 26.

(Omitted)

Article 25. to Article 26. (Unchanged)

Article 27. (Compensation, etc.)

Article 27. (Compensation, etc.)

Compensation, bonuses and other financial benefits given by theCompensation, bonuses and other financial benefits given by theCompany in consideration of the performance of duties

Company in consideration of the performance of duties to(hereinafter referred to as the “Compensation, etc.”) to Directors

Directors shall be determined by a resolution of a general meetingshall be determined by a resolution of a general meeting ofof shareholders, separately for Directors who are Audit &shareholders.

Supervisory Committee Members and other Directors.

Article 28. (Liability Limitation Agreement with Outside

Article 28. (Exemption of Directors from liability)

Directors)(New)(1) In accordance with Article 426, Paragraph 1 of theCompanies Act, the Company may, by a resolution of theBoard of Directors, exempt Directors (including formerDirectors) from their liability arising from their failure toperform their duties, to the extent permitted by applicablelaws and regulations.

The Company may enter into a liability limitation agreement with(2) The Company may enter into a liability limitation agreement

Outside Directors which limits the maximum amount of theirwith Directors (excluding those who are Executive Directors,liabilities arising from their failure to perform their duties inetc.) which limits the maximum amount of their liability

accordance with Article 427, Paragraph 1 of the Companies Act;

arising from their failure to perform their duties inprovided, however, that limited amount of liability under suchaccordance with Article 427, Paragraph 1 of the Companies

agreement shall be the sum of amounts provided for in applicable

Act; provided, however, that limited amount of liability underlaws and regulations.

such agreement shall be the sum of amounts provided for inapplicable laws and regulations.

English Translation of press release originally issued in Japanese6Current Articles of Incorporation

Proposed Amendments

CHAPTER V(Deleted)AUDIT & SUPERVISORY BOARD MEMBERS
AND AUDIT & SUPERVISORY BOARD
Article 29. (Number)(Deleted)

The Company shall have not more than five (5) Audit &Supervisory Board Members.
Article 30. (Election)(Deleted)

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 of thevotes of such shareholders shall be required.

Article 31. (Terms of office)(1)(Deleted)

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 the lastbusiness 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.

English Translation of press release originally issued in Japanese7

Current Articles of Incorporation
Article 32. (Convocation of meetings)

Proposed Amendments(Deleted)

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 for suchmeeting; provided, however, that in case of urgency, such period
may be shortened.
Article 33. (Compensation, etc.)(Deleted)

Compensation, etc. to Audit & Supervisory Board Members shallbe determined by a resolution of a general meeting ofshareholders.
Article 34. (Liability limitation agreement with Outside Audit &(Deleted)

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

(New)

CHAPTER V
AUDIT & SUPERVISORY COMMITTEE(New)

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

English Translation of press release originally issued in Japanese8Current Articles of Incorporation(New)

Proposed Amendments
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 thedate set for such meeting; provided, however, that in case ofurgency, such period may be shortened.

Article 35.

CHAPTER VI

CHAPTER VI

ACCOUNTSACCOUNTS(Omitted)

Article 31.

Article 36. (Dividends from surplus)(Unchanged)(Deleted)

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.

Article 37. (Interim dividends)(Deleted)

The Company may, by a resolution of the Board of Directors, payinterim dividends to the shareholders or registered stock pledgees
whose names appear in wiring or digitally on the register ofshareholders as of the closing thereof on the 30th day of
September each year.

(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.

English Translation of press release originally issued in Japanese9

Current Articles of Incorporation(New)

Proposed Amendments
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)

Article 34. (Prescription period for dividends)

The Company shall be exempted from the obligation to pay year-

In case of cash dividends, the Company shall be exempted fromend dividends or interim dividends after three (3) years havethe obligation to pay the dividends after three (3) years haveelapsed from the date on which the payment of the dividends orelapsed from the date on which the payment of the dividends

interim dividends commenced.

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.

English Translation of press release originally issued in Japanese10