Last Update: June 27, 2024

Makita Corporation
Munetoshi Goto
President
Contact: General Affairs Department, +81-566-97-1717
Securities Code: 6586
https://www.makita.biz/

The corporate governance of Makita Corporation (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information

1. Basic Views
The Company believes that the most important issue is to achieve unending development together with its
various stakeholders. In order to achieve this, we have established a management policy/quality policy andare working to strengthen and enhance our corporate governance. From this perspective, we will work tomaintain and improve the fairness and transparency of our management by striving to enhance managementtransparency and management checking functions, as well as proactively and promptly disclosing
information.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code] UPDATED[Principle 2-4. Ensuring diversity within the Company, including an increased presence of female workers]
Supplementary Principle 2-4-1
At the Company, we believe that it is essential to be a company that allows all employees to actively workand exercise their talents to the maximum degree. In the Guideline to the Code of Ethics for Makita, which
serves as a code of conduct for all officers and employees of the Makita Group, we have included a statement
to the effect that we respect the diversity of individuals and are, in fact, working to ensure that diverse humanresources can play active roles. To this end, we seek to actively develop human resources and ensure a work
environment where diverse human resources can work actively with peace of mind. The details are disclosed
in our integrated report, the Makita Report (https://www.makita.biz/ir/), and on the Company’s website(https://www.makita.biz/sustainability/).
<Promoting the Active Participation of Women>
To ensure that human resources with diverse values will play an active role, we strive to create a work
environment conducive to women.
To further encourage each and every female employee to demonstrate their full potential, we have set a target
of increasing the ratio of female managers to at least 3% (10 or more people) by the fiscal year ending March
2030. (Percentage of female managers at the end of March 2024: 1.3% (4 people))
In addition, 228 women have been appointed to management positions overseas.
<Recruitment of foreign nationals and mid-career hires>
We do not set targets for foreign nationals and mid-career hires, but we ensure a fair personnel policy that
includes women, and make no distinction in terms of hiring, placement, promotion, or any other personnel
operations, and we believe that we have an environment where motivated people can play active roles.
Meanwhile, the Makita Group has an overseas sales ratio of over 80%, and employees of foreign nationalities-1-are active in the entire Group, which operates globally. This is evidenced by the fact that employees fromoverseas subsidiaries have been promoted to corporate officer positions at the Company.

[Disclosure Based on the Principles of the Corporate Governance Code] UPDATED[Principle 1-4: Strategic Shareholdings]
The Company holds shares of various companies, including clients and associates in business relationships,
for strategic purposes from a medium- to long-term perspective, based on the criteria of whether or not theshares are beneficial for business execution, such as strengthening relationships with clients and business
partners. In addition, the Board of Directors regularly examines the economic rationality and other factors ofeach individual stock based on the significance of holding the stock and the capital cost, and verifies theappropriateness of such holding from a medium- to long-term perspective. As a result of the verification, we
will consider selling stocks for which the appropriateness of holding is not recognized, and work to reduce
the amount.
We will make decisions on the exercise of voting rights from a comprehensive perspective, based on suchfactors as the improvement of corporate value at the investee company and the strengthening of therelationship with the Company.
In addition, if a company that owns the Company’s shares as a strategic shareholding expresses the intention
to sell or otherwise dispose of the shares, we will not prevent the sale or disposal.
[Principle 1-7: Transactions Between Related Parties]
Regarding transactions involving conflicts of interest between the Company and its Directors, the Company
shall obtain the approval of the Board of Directors in accordance with laws and regulations and theRegulations of the Board of Directors, as well as the approval of the Audit & Supervisory Committee, in
principle. With regard to other related party transactions, procedures shall be established in accordance with
the importance and nature of the transaction. In addition, we conduct an annual survey of Directors andpersonnel responsible for subsidiaries to confirm whether or not there are any related party transactions.
[Principle 2-6: Roles of Corporate Pension Funds as Asset Owners]
The Company’s corporate pension fund is managed by the Makita Corporate Pension Fund.
For the Fund, decisions on investment policies and strategic asset composition ratios for safe and efficientmanagement are deliberated by the Asset Management Committee (including labor union representatives),
which consists of personnel with sufficient experience and appropriate qualifications in finance, humanresources and other fields. After the deliberation, such decisions are made by the Board of Delegates, thehighest decision-making body consisting of representatives of both the Company and its employees.
Management of funds is entrusted to major trust banks, life insurance companies and investment managementcompanies in Japan. The Fund regularly monitors the management status by receiving monthly reports on theinvestment results from all the investment institutions as well as quarterly direct reports from them.
[Principle 3-1: Enhancement of Information Disclosure](1) The Company’s Goal (Management Philosophy, etc.), Management Strategy and Management Plan
Management Policy/Quality Policy
1) Makita strives to exist in harmony with society (a company that observes laws and regulations, acts
ethically and never allows intervention of the anti-social organizations).
2) Makita values its customers (a market-driven company).
3) Makita is managed in a consistent and proactive manner (a company that strives to exist in perpetuity byadhering to a sound profit structure).
4) Valuing a stalwart corporate culture, Makita encourages each individual to perform to his or her highest
level (a happy company).
(2) Basic Views and Basic Policy on Corporate Governance
The Company believes that the most important issue is to achieve unending development together with its
various stakeholders. In order to achieve this, we have established a management policy/quality policy andare working to strengthen and enhance our corporate governance. From this perspective, we will work tomaintain and improve the fairness and transparency of our management by striving to enhance management-2-transparency and management checking functions, as well as proactively and promptly disclosing
information.
(3) Determination of Compensation for Management Team and Directors
Please refer to “Details of Disclosure of Policy on Determining Compensation Amounts and Calculation
Methods” under “Compensation for Directors” in II. 1. of this report.
(4) Appointment and Dismissal of Management Team, Nomination of Candidates for Directors and Audit &Supervisory Board Members
The Board of Directors of the Company strives to have a well-balanced mix of knowledge, experience, andability as a whole, to achieve both diversity and appropriate size, and to have a ratio of Independent Outside
Directors of at least one-third.
We believe that it is necessary to appoint as Internal Directors (excluding Directors who are Audit &Supervisory Committee Members) those who have the ability to formulate and execute management strategies
based on their own experience and insight, including a wealth of experience in the Company’s operations, andas Outside Directors (excluding Directors who are Audit & Supervisory Committee Members) those who havea wealth of experience and broad insight in corporate management. We also believe that it is necessary for
Directors who are Audit & Supervisory Committee Members to be appointed from among those who haveinternal and external work experience and a wealth of experience and insight in various fields, including
finance, accounting and legal affairs, and that at least one of them is required to have a wealth of experienceand insight in finance, accounting and other fields.
The Company has established the Nomination and Compensation Committee for the purpose of ensuring
objectivity, transparency, and fairness in procedures related to the nomination and other matters concerning
Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members), as well as further
enhancing the corporate governance system, by obtaining appropriate involvement and advice fromIndependent Outside Directors. The Board of Directors consults with the Nomination and Compensation
Committee regarding the policy on the nomination of Directors, etc. (excluding Directors who are Audit &Supervisory Committee Members) and matters related to the appointment of Directors, etc. (excluding
Directors who are Audit & Supervisory Committee Members), and decides on candidates based on the advice
from the Nomination and Compensation Committee. With respect to Directors who are Audit & Supervisory
Committee Members, candidates are determined by a resolution of the Board of Directors after obtaining theconsent of the Audit & Supervisory Committee.
In the event that a Director (excluding a Director who is an Audit & Supervisory Committee Member) violates
the criteria for dismissal set by the Board of Directors, such as an act that is suspected to be unfair, unjust or
treacherous, the Board of Directors will consult with the Nomination and Compensation Committee regarding
the dismissal of the relevant Director. Based on the advice from the Nomination and Compensation
Committee, the Board of Directors will decide to submit a proposal for the dismissal of the relevant Director
to the General Meeting of Shareholders.
(5) Explanation on Appointment, Dismissal and Nomination
The Company appoints and nominates the most suitable candidates for Directors in accordance with the policy
described in (4) above. The reasons for nominating Directors, their backgrounds, and other matters aredisclosed in the reference documents of the Notice of the General Meeting of Shareholders(https://www.makita.biz/ir/).

-3-

Supplementary Principle 3-1-3
As a global supplier of a comprehensive range of tools for creating comfortable homes and living
environments, Makita places great importance on contributing to realizing a sustainable society. A
Sustainability Committee, chaired by the President, has been established to promote sustainability throughout
the Company. Our sustainability initiatives are disclosed in our Integrated report, the Makita Report(https://www.makita.biz/ir/), and on the Company’s website (https://www.makita.biz/sustainability/). In
addition, recognizing the importance of engaging in dialogue with our stakeholders regarding the impact ofclimate-related risks and opportunities on our business and other activities, we expressed our agreement withthe recommendations of the TCFD in 2021 and are making disclosures based on the recommendations of the
TCFD on the Company’s website (https://www.makita.biz/sustainability/environment/02/).
In terms of human capital initiatives, we aim to grow by sensing changes in the global market environmentand continuing to respond to demand, and have formulated the following indicators and targets to promote
the active participation of diverse human resources and globalization.
(1) Efficiently training new human resources to be competitive as quickly as possible: By the fiscal year
ending March 2030, increase the overseas secondment (training) ratio to 20% of employees who havejoined the Company 5 years prior or less.
(2) Promoting women’s advancement: Increase the ratio of women in managerial positions to at least 3.0%
(10 or more people) by the fiscal year ending March 2030.
(3) Encouraging employees to take childcare leave: Increase the percentage of men taking childcare leave toat least 90% by the fiscal year ending March 2030.
In terms of intellectual property, we are strengthening R&D to expand our lineup of charging products tobecome a supplier of a comprehensive range of cordless products.
These initiatives are also disclosed in the securities report, Makita Report (https://www.makita.biz/ir/) and on
the Company’s website (https://www.makita.biz/sustainability/).
[Principle 4-1: Roles and Responsibilities of the Board of Directors (1)]Supplementary Principle 4-1-1
The Board of Directors of the Company decides on important management matters, including decisions on
management policies and business plans, the conclusion of important agreements, and the establishment ofsubsidiaries in accordance with the Regulations of the Board of Directors, in addition to matters stipulated bylaws and regulations and the Articles of Incorporation.
For other matters related to the execution of operations below a certain scale, judgments and decisions aredelegated to the Representative Directors and the respective Directors in charge in accordance with internal
regulations.
[Principle 4-9: Criteria for Determining Independence and Qualifications of Independent Outside Directors]
In determining independence, the Company follows the independence criteria stipulated by financial
instruments exchanges as well as the standard that he or she has not held office in the Company as an
Independent Officer for a long period of time.
[Principle 4-10: Use of Optional Approach]
Supplementary Principle 4-10-1
Makita has established the Nomination and Compensation Committee to ensure the objectivity, transparency,
and fairness of procedures relating to the nomination, etc. and compensation, etc. of Directors (excluding
Directors who are Audit & Supervisory Committee Members), etc., and to further enhance its corporate
governance system by obtaining the appropriate involvement and advice of Independent Outside Directors.
Please refer to “Voluntary Committees” in II. 1. of this report for details.
[Principle 4-11: Preconditions for Ensuring the Effectiveness of the Board of Directors and Audit &Supervisory Board]
Supplementary Principle 4-11-1
For policies and procedures regarding the election of Directors (including our thinking on the appropriatebalance between knowledge, experience and skills of the Board of Directors as a whole, and also on diversity
and appropriate board size), please refer to [Principle 3-1: Enhancement of Information Disclosure] (4) above.
The skill matrix that lists the knowledge, experience, abilities, and other aspects of the Directors is disclosed
in the reference documents of the Notice of Convocation of the General Meeting of Shareholders-4-

(https://www.makita.biz/ir/). In addition, the Company has decided to appoint persons with a wealth ofexperience and broad insights in the field of corporate management to the position of Outside Director(excluding Directors who are Audit & Supervisory Committee Members), and has appointed persons who
have management experience at other companies.
Supplementary Principle 4-11-2
The Company believes that the status of its Directors holding concurrent positions as officers at other listedcompanies is within a reasonable range. The status of concurrent positions of Directors is disclosed in the
convocation notice of the General Meeting of Shareholders and the securities reports(https://www.makita.biz/ir/).
Supplementary Principle 4-11-3
Every year, the Company conducts a self-evaluation of the effectiveness of the Board of Directors by each
Director in the form of a questionnaire.
As a result of analyzing the effectiveness evaluation for FYE 2024, the Company assessed that its Board of
Directors is generally functioning appropriately and that the effectiveness of the Board of Directors is ensured
in terms of its composition, operation, supervisory function, and response to shareholders and stakeholders.
In addition, we have provided a free comment section for each item to collect more specific evaluations,
opinions, and recommendations on the effectiveness of the Board of Directors. In the questionnaire for FYE
2024, we received opinions and recommendations on improving effectiveness, such as “strengthening input
for Outside Directors” and “holding flexible meetings of the Board of Directors using web conferencing andother means,” which we have set as issues to be addressed in the future.
[Principle 4-14: Training of Directors and Audit & Supervisory Board Members]
Supplementary Principle 4-14-2
In order for Directors to appropriately fulfill their expected roles and responsibilities, lectures and briefing
sessions on the Companies Act, corporate governance, compliance and other topics are held by lawyers andother outside experts. In addition, opportunities are provided for Directors to participate in outside seminars
as necessary.
Furthermore, when new Outside Directors assume office, the Company strives to create an environment inwhich they can effectively fulfill their roles and responsibilities by providing explanations of its management
policies, business operations, management environment and other matters.
[Principle 5-1: Policy on Constructive Dialogue with Shareholders]
In order to promote constructive dialogue with shareholders, the Company is making efforts by adopting thefollowing systems and measures.
(1) The Director, Corporate Officer and General Manager of Administration Headquarters oversees overall
dialogue with shareholders.
(2) The accounting & finance, legal, and internal audit departments, led by the department in charge of IR,
work together to promote constructive dialogue with shareholders by reviewing and sharing disclosure
information and preparing disclosure materials. In addition, we have established the Disclosure
Committee consisting of the General Managers of each department to deliberate on the content of
disclosure, thereby striving to disclose information in an appropriate and responsible manner.
(3) In order to promote understanding of the Company, we hold financial results presentations, conference
calls and other meetings for analysts and institutional investors.
(4) The opinions of shareholders and other information obtained through dialogue will be fed back to the
management team, as necessary.
(5) We comply with internal regulations for the management of insider information and strive to engage inappropriate dialogue with shareholders. In addition, we restrict dialogue with investors and securities
analysts for a certain period as a silent period prior to the announcement of financial results.
[Status of Dialogue with Shareholders, etc.]
The following is a summary of our main IR activities (number of times conducted and main respondents) for
the fiscal year ended March 2024.
・ Briefing on financial results for securities analysts and institutional investors: 2 times (after
announcement of 2Q and year-end financial results). Main respondent ... President andRepresentative Director-5-・ Financial results conference calls for securities analysts and institutional investors: 2 times (after
announcement of 1Q and 3Q results). Main respondent ... Director, Executive Officer, General
Manager of Administration Division
・ Attendance at conferences sponsored by securities companies: 1 time. Main respondent ... Person in
Charge of IR, General Affairs Department
・ Interviews with investors other than those listed above (Individual interviews, group meetings,
investor visits, etc.): 221 times. Main respondent ... Director, Executive Officer, Head of
Administration (21 of 221 interviews), Person in Charge of IR, General Affairs Department
In dialogue with shareholders during the fiscal year ended March 31, 2024, the status of efforts to reduceinventories, demand trends in each region, and shareholder returns were the main topics addressed, andimportant observations and advice were reported to the Board of Directors as appropriate.
【Action to Implement Management that is Conscious of Cost of Capital and Stock Price】
The Company’s policy and targets are to achieve and maintain stable ROE that exceeds the cost of equity(estimated at 6 to 8%) and to expand equity spread by reducing the cost of equity.
For more details, including analysis of the current situation and specific matters to be addressed, please referto the financial results announced on April 26, 2024 or the materials for the financial results presentation heldon May 9, 2024.
(Financial results: https://www.makita.biz/ir/library/library_02.html)(Financial results presentation materials: https://www.makita.biz/ir/event/event_01.html)-6-

2. Capital Structure
Foreign Shareholding Ratio

30% or more

[Major Shareholders] UPDATEDName or Company Name
The Master Trust Bank of Japan, Ltd. (Trust account)
Custody Bank of Japan, Ltd. (Trust account)Maruwa, Ltd.
MUFG Bank, Ltd.
BNYM AS AGT/CLTS NON TREATY JASDEC
Makita Cooperation Companies' Investment Association
Sumitomo Mitsui Banking Corporation
Nippon Life Insurance Company
National Mutual Insurance Federation of Agricultural Cooperatives
STATE STREET BANK WEST CLIENT TREATY 505234
Controlling Shareholder (Excluding Parent
Company)
Parent Company

Number of Shares Held Percentage(Shares)(%)
37,313,000
13.86
13,925,100
5.17
8,638,378
3.21
8,426,446
3.13
6,424,104
2.38
5,921,162
2.20
5,800,458
2.15
5,353,206
1.98
5,102,400
1.89
4,087,939
1.51

―
None

Supplementary Explanation UPDATED
1. [Major Shareholders] is provided based on the register of shareholders as of March 31, 2024.
The percentage is calculated based on the total number of outstanding shares (excluding treasury stock of
10,993,621 shares) as of March 31, 2024.
2. In the Change Report for the Large Shareholding Report of Mitsubishi UFJ Financial Group Inc., which
was made available for public inspection as of March 4, 2024, it is stated that as of February 26, 2024,
MUFG Bank, Ltd. and its four joint holders hold 15,965 thousand shares (shareholding percentage:
5.70%) of the Company’s stock. However, as the Company is unable to confirm the number of sharesactually held as of March 31, 2024, they are not included in the above list of major shareholders.
3. In the Large Shareholding Report of BlackRock Japan Co., Ltd., which was made available for public
inspection as of February 20, 2023, it is stated that as of February 15, 2023, BlackRock Japan Co., Ltd.
and its 9 joint holders hold 15,705 thousand shares (shareholding percentage: 5.61%) of the Company’s
stock. However, as the Company is unable to confirm the number of shares actually held as of March 31,
2024, they are not included in the above list of major shareholders.
4. In the Change Report for the Large Shareholding Report of Sumitomo Mitsui Trust Bank, Limited, which
was made available for public inspection as of December 4, 2020, it is stated that as of November 30,
2020, Sumitomo Mitsui Trust Bank, Limited and its two joint holders hold 14,086 thousand shares(shareholding percentage: 5.03%) of the Company’s stock. However, as the Company is unable to confirm
the number of shares actually held as of March 31, 2024, they are not included in the above list of major
shareholders.

-7-3. Corporate Attributes

Fiscal Year-End

Tokyo Stock Exchange (Prime Market)
Nagoya Stock Exchange (Premier Market)
MarchType of Business

Machinery

Listed Stock Market and Market Section

Number of Employees (Consolidated) as of
the End of the Previous Fiscal YearNet Sales (Consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

1,000 or more

From ¥100 billion to less than ¥1 trillion

From 50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―

5. Other Special Circumstances Which May Have Material Impact on Corporate Governance―-8-II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form

Company with an Audit & Supervisory Committee[Directors]
Maximum Number of Directors Stipulated in the
Articles of Incorporation
Term of Office of Directors Stipulated in the
Articles of Incorporation20

1 yearNumber of Directors UPDATEDChairman (except when concurrently serving as
President)
14

Appointment of Outside Directors

Appointed

Number of Outside Directors

5

Number of Independent Directors

5

Chairperson of the Board

Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h
△
△

i

j

k

Masahiro Sugino
From another company
Takahiro Iwase
From another company
Shoji Inoue
LawyerKoji Nishikawa
CPA
Ayumi Ujihara
CPA* Categories for “Relationship with the Company”* “○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past
* “●” when a close relative of the Director presently falls or has recently fallen under the category;“▲” when a close relative of the Director fell under the category in the pasta Executive of the Company or its subsidiaries
b Non-executive director or executive of a parent company of the Company
c Executive of a fellow subsidiary company of the Company
d A party whose major client or supplier is the Company or an executive thereof
e Major client or supplier of the Company or an executive thereoff Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides officer compensationg Major shareholder of the Company (or an executive of the said major shareholder if the shareholder isa legal entity)
h Executive of a client or supplier company of the Company (which does not correspond to any of d, e,or f) (the Director himself/herself only)
i Executive of a company, between which and the Company outside officers are mutually appointed (theDirector himself/herself only)
j Executive of a company or organization that receives a donation from the Company (the Director
himself/herself only)
k Others-9-Relationship with the Company (2) UPDATED

Name
Masahiro
SuginoTakahiro
Iwase

Membership
Designation as
Supplementaryof the Audit &Independent
Explanation ofSupervisory
Director
the RelationshipCommittee○
The Company has abusiness relationship with
LIXIL Corporation, at
which Mr. Sugino served
as President andRepresentative Director,
and sells products, etc. to
LIXIL Corporation.
However, the transaction
amount for the fiscal year
ended March 31, 2024 was
3 million yen, whichconstituted less than 0.01%
of the Company’s
consolidated revenue, so it
is not a significant business
relationship.

○

The Company has abusiness relationship with
Aichi Steel Corporation, at
which Mr. Iwase served as
Chairman and
Representative Director,
and mainly purchases
components, etc. from
Aichi Steel Corporation.
However, the transaction
amount for the fiscal year
ended March 31, 2024 was
520 million yen, whichconstituted only 0.18% of
the consolidated net salesof Aichi Steel Corporation,
so it is not a significant
business relationship.

- 10 -

Reasons of Appointment
Mr. Sugino has participated in the
management of LIXIL Group,
including INAX, for many years
and has a thorough knowledge ofcorporate management, withwhich he currently provides
useful opinions on the
management of the Company
from a broad perspective. The
Company has judged that he issuitable for the position of
Outside Director because webelieve that he will be able toutilize his wealth of experienceand broad insight for the
management of the Company
from an independent perspective.
We believe that there is no special
interest between him and theCompany and that there is no riskof conflict of interest with generalshareholders.
Mr. Iwase has participated in the
management of core companiesof the Toyota Group, including
TOYOTA MOTORCORPORATION, for many years
and has a thorough knowledge ofcorporate management, withwhich he currently provides
useful opinions on the
management of the Company
from a broad perspective. The
Company has judged that he issuitable for the position of
Outside Director because webelieve that he will be able toutilize his wealth of experienceand broad insight for the
management of the Company
from an independent perspective.
We believe that there is no special
interest between him and theCompany and that there is no riskof conflict of interest with generalshareholders.

Name
Shoji Inoue

Koji
Nishikawa

Membership
Designation asof the Audit &Independent
Supervisory
Director
Committee
○
○
―

○

○

Supplementary
Explanation of
the Relationship

Reasons of Appointment
Mr. Inoue has extensive
knowledge and expertise gained
through his practice as attorney atlaw, with which he currently
provides useful opinions from a
professional perspective. The
Company has judged that he issuitable for the position of
Outside Director who is an Audit& Supervisory Committee
Member because we believe that
he will be able to utilize his
wealth of experience and insight
to audit and supervise themanagement of the Company
from an independent perspective.
We believe that there is no special
interest between him and theCompany and that there is no riskof conflict of interest with generalshareholders.
Mr. Nishikawa has extensive
knowledge and expertise incorporate accounting audits as acertified public accountant, withwhich he currently provides
useful opinions from a
professional perspective. The
Company has judged that he issuitable for the position of
Outside Director who is an Audit& Supervisory Committee
Member because we believe that
he will be able to utilize his
wealth of experience and insight
to audit and supervise themanagement of the Company
from an independent perspective.
We believe that there is no special
interest between him and theCompany and that there is no riskof conflict of interest with generalshareholders.

―- 11 -Name
Ayumi
UjiharaMembership
Designation asof the Audit &Independent
Supervisory
Director
Committee○○―

Supplementary
Explanation of
the Relationship

Reasons of Appointment
Ms. Ujihara has expertise infinance and accounting as acertified public accountant and
her wealth of experience inauditing global companies, withwhich she currently provides
useful opinions from a
professional perspective. The
Company has judged that she issuitable for the position of
Outside Director who is an Audit& Supervisory Committee
Member because we believe that
she will be able to utilize her
wealth of experience and insight
to audit and supervise themanagement of the Company
from an independent perspective.
We believe that there is no special
interest between her and theCompany and that there is no riskof conflict of interest with generalshareholders.

[Audit & Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

The Audit &Supervisory
Committee

All Committee
Members

Full-timeMembers

Inside Directors

OutsideDirectors

Chairperson

4

1

1

3

Inside Director

Appointment of Directors and Employees toAssist the Duties of the Audit & Supervisory
Committee

Appointed

Matters Related to the Independence of Such Directors and Employees from Executive Directors
As employees assisting the duties of the Audit & Supervisory Committee, necessary personnel are posted toassist the duties of the Audit & Supervisory Committee. Employees assisting the duties of the Audit &Supervisory Committee shall not work concurrently at other divisions, but shall exclusively follow directions
from the Audit & Supervisory Committee.
In addition, in order to ensure the independence of the employees assisting the duties of the Audit &Supervisory Committee, the consent of the Audit & Supervisory Committee is required for decisions on
matters concerning the appointment and change of such employees.

- 12 -

Cooperation among the Audit & Supervisory Committee, Accounting Auditors and Internal Audit
Departments
The Audit & Supervisory Committee, internal audit departments, and the Accounting Auditors have a system
in place that enables them to exchange information, opinions, and other forms of collaboration as necessary.

<Cooperation between the Audit & Supervisory Committee and the Accounting Auditors>
The Audit & Supervisory Committee holds regular meetings with the Accounting Auditors to receive reports
and explanations on the results of audits and reviews, as well as to exchange information and opinions. In
order to enhance the supervisory function of the Audit & Supervisory Committee over the Accounting
Auditors, the Company shall establish the “Policies and Procedures concerning Prior Approval of Auditing
and Non-Auditing Services” and obtain prior approval from the Audit & Supervisory Committee when the
Company enters into an outsourcing contract with the Accounting Auditors.
<Cooperation between the Audit & Supervisory Committee and the Internal Audit Departments>
The Audit & Supervisory Committee conducts audits of the Company, including its subsidiaries, incooperation with each department that has an internal audit function. In addition, the internal audit
departments report to the Audit & Supervisory Committee on the status of the establishment of internal control
systems throughout the Company, including audit results, and exchange information and opinions with the
Audit & Supervisory Committee.
<Cooperation between the Accounting Auditors and the Internal Audit Departments>
The Accounting Auditors and the internal audit departments strive to collaborate by exchanging informationand opinions regarding the development, operation and assessment of internal controls of financial reporting
and the results of internal audits.
[Voluntary Committees]
Establishment of Voluntary Committees
Equivalent to Nomination Committee or
Compensation Committee

EstablishedEstablishment of Voluntary Committees, Composition, and Attributes of Chairperson
Voluntary Committee Equivalent toNomination Committee
Nomination and Compensation
Committee
5

Voluntary Committee Equivalent toCompensation Committee
Nomination and Compensation
Committee
5

Full-time Members

00Inside Directors

22

Outside Directors

33Outside Experts

00

Other Persons

00Chairperson

Outside Director

Outside Director

Committee NameAll Committee Members- 13 -

Supplementary Explanation UPDATEDThe Nomination and Compensation Committee consists of at least three Directors, the majority of whom are
Independent Outside Directors. The members of the Committee are selected from among the Directors by aresolution of the Board of Directors, and the Chairperson of the Committee is selected from among theIndependent Outside Directors by a resolution of the Nomination and Compensation Committee. While
including Internal Directors as members of the Committee to make discussions more substantive, theCompany has enhanced the independence of the Nomination and Compensation Committee by appointing amajority of members and the Chairperson from among Independent Outside Directors.
The General Affairs Department is in charge of the secretariat, and the members as of the submission of thisreport are Outside Director Mr. Masahiro Sugino, Outside Director Mr. Takahiro Iwase, Outside Director(Audit & Supervisory Committee Member) Mr. Shoji Inoue, President and Representative Director Mr.
Munetoshi Goto, and Director, Corporate Officer General Manager of Administration Headquarters Mr.
Yukihiro Otsu.
The following table shows the attendance of Committee members for the fiscal year ended March 2024.
<Chairperson>
Mr. Masahiro Sugino, Outside Director, Attendance: 4 out of 4 meetings<Members>
Mr. Takahiro Iwase, Outside Director, Attendance: 4 out of 4 meetings
Mr. Akira Kodama, Outside Director (Standing Audit & Supervisory Committee Member), Attendance:
2 out of 2 meetings
Mr. Shoji Inoue, Outside Director (Audit & Supervisory Committee Member), Attendance: 2 out of 2 meetings
Mr. Masahiko Goto, Chairman and Representative Director, Attendance: 4 out of 4 meetings
Mr. Munetoshi Goto, President and Representative Director, Attendance: 4 out of 4 meetings*Attendance is shown up until he retired at the conclusion of the 111th General Meeting of Shareholders heldon June 28, 2023 for Mr. Kodama, Outside Director (Standing Audit & Supervisory Committee Member) andafter his appointment as a committee member at the meeting of the Board of Directors following the same
General Meeting of Shareholders for Mr. Inoue, Outside Director (Audit & Supervisory Committee Member).
*Mr. Masahiko Goto, Chairman and Representative Director, retired at the conclusion of the 112th General
Meeting of Shareholders held on June 26, 2024.
The Nomination and Compensation Committee is responsible for the functions of both a nominationcommittee and a compensation committee. The Nomination and Compensation Committee deliberates andgives advice on the following matters based on the consultation of the Board of Directors: 1) policies
concerning the nomination of Representative Directors and Directors, etc. (excluding Directors who are Audit& Supervisory Committee Members); 2) matters concerning the selection of Representative Directors and theselection of Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members); 3)
matters concerning the succession plan for the President; and 4) policies concerning decisions on the details
of individual compensation for Directors, etc. (excluding Directors who are Audit & Supervisory Committee
Members). In addition, based on the delegation of the Board of Directors, the Committee also determines thedetails of individual compensation for Directors, etc. (excluding Directors who are Audit & Supervisory
Committee Members).

[Independent Directors]
Number of Independent Directors

5

Matters relating to Independent Directors
All Outside Directors who satisfy the qualifications for Independent Directors have been designated as
Independent Directors.
- 14 -

[Incentives]
Incentive Policies for Directors

Introduction of Performance-linked Compensation Plan,
and Others

Supplementary Explanation[Bonuses]
Bonuses are paid to Directors, excluding Directors who are Audit & Supervisory Committee Members andOutside Directors, and linked to consolidated business result in order to motivate them to improve suchbusiness result. For the purpose of management of the Company in a manner favorable to shareholders, justas in the case of dividend payment, bonuses are based on the profit attributable to owners of the parent per
share (Basic) after certain adjustments reflecting special circumstances. After consultation with and receiving
advice from the Nomination and Compensation Committee, the Board of Directors determines the total
amount of bonuses to be paid to Directors 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 and other factors.
[Restricted Shares Compensation]
Restricted shares compensation is introduced to Directors (excluding Directors who are Audit & Supervisory
Committee Members and Outside Directors) in order to allow them to share the risks and benefits of stock
price fluctuations with shareholders to a greater extent and further enhance their motivation to contribute toimproving the stock price and the corporate value of the Company. The allotment of restricted shares to each
Director is decided based on position, etc. at the Board of Directors after consultation with and receiving
advice from the Nomination and Compensation Committee.
In addition, for the purpose of providing sound incentives for improving the corporate value over the mediumto long-term, the Company appropriately determines the proportion of the monthly compensation, bonuses
and restricted shares compensation.
Recipients of Stock Options
Supplementary Explanation―[Compensation for Directors]
Disclosure of Individual Directors’Compensation

Selected Directors

Supplementary Explanation UPDATEDIn securities reports and business reports of the Notice of the General Meeting of Shareholders, the total
amount of each type of compensation shall be disclosed for Director (excluding Directors who are Audit &Supervisory Committee Members) and Director who is an Audit & Supervisory Committee Member,respectively.
In addition, the total amount of compensation is disclosed separately for those whose total amount ofcompensation is 100 million yen or more in the securities reports.
<Directors with Total Amount of Compensation of 100 Million Yen or More>
There were no such Directors in the fiscal year ended March 2024.
- 15 -

Policy on Determining Compensation Amounts
and Calculation Methods UPDATED

Established

Details of Disclosure of Policy on Determining Compensation Amounts and Calculation Methods[Compensation for Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)]
The Board of Directors, after consultation with and receiving advice from the Nomination and Compensation
Committee, determines the decision-making policy on the details of individual compensation for Directors(excluding Directors who are Audit & Supervisory Committee Members). The compensation for Directors(excluding Directors who are Audit & Supervisory Committee Members) consists of monthly compensation,bonuses and restricted shares compensation, and for the purpose of providing sound incentives for improving
the corporate value over the medium- to long-term, the Company appropriately determines the proportion of
the monthly compensation, bonuses and restricted shares compensation.
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
Board of Directors. The Nomination and Compensation Committee consists of five members: Outside
Director Mr. Masahiro Sugino, Outside Director Mr. Takahiro Iwase, Outside Director (Audit & Supervisory
Committee Member) Mr. Shoji Inoue, President and Representative Director Mr. Munetoshi Goto, andDirector, Corporate Officer General Manager of Administration Headquarters Mr. Yukihiro Otsu. The
Chairman of the Committee is Outside Director Mr. Masahiro Sugino.
<Monthly Compensation>
The amount of monthly compensation for each Director (excluding Directors who are Audit & Supervisory
Committee Members) is determined by the Nomination and Compensation Committee under the authority
delegated by a resolution of the Board of Directors, based on performance, positions, increase of employee
salary and other factors, within the scope of the maximum amount of compensation resolved by the General
Meeting of Shareholders.
<Bonuses>
Bonuses are paid to Directors, excluding Directors who are Audit & Supervisory Committee Members andOutside Directors, and linked to consolidated business result in order to motivate them to improve suchbusiness result. For the purpose of management of the Company in a manner favorable to shareholders, justas in the case of dividend payment, bonuses are based on the profit attributable to owners of the parent per
share (Basic) after certain adjustments reflecting special circumstances. After consultation with and receiving
advice from the Nomination and Compensation Committee, the Board of Directors determines the total
amount of bonuses to be paid to Directors 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 and other factors. Bonuses to Directors are paid at a certain timeeach year.
<Restricted Shares Compensation>
Restricted shares compensation is introduced to Directors (excluding Directors who are Audit & Supervisory
Committee Members and Outside Directors) in order to allow them to share the risks and benefits of stock
price fluctuations with shareholders to a greater extent and further enhance their motivation to contribute toimproving the stock price and the corporate value of the Company. The allotment of restricted shares to each
Director is decided based on position, etc. at the Board of Directors after consultation with and receiving
advice from the Nomination and Compensation Committee. Restricted shares are granted at a certain timeeach year.
[Compensation to Directors Who Are Audit & Supervisory Committee Members]
Full amount of the compensation to Directors who are Audit & Supervisory Committee Members is fixed sothat their independence from the management can be secured and the specific amount for each of them isdecided through discussions among the Directors who are Audit & Supervisory Committee Members.
- 16 -

[Supporting System for Outside Directors]
Support for Outside Directors (excluding Directors who are Audit & Supervisory Committee Members) ismainly provided by personnel of the General Affairs Department, while support for Outside Directors who
are Audit & Supervisory Committee Members is mainly provided by dedicated personnel of the Audit &Supervisory Committee Staff Office. Of the matters to be deliberated at the Board of Directors meetings, theCompany sets up a forum for information sharing in advance for particularly important matters. In the eventthat an Outside Director is absent from a meeting of the Board of Directors for unavoidable reasons, a system
is in place to explain the outline of the matters to be resolved in advance whenever possible, listen to his
opinions, and communicate them to the other Directors at the meeting.

- 17 -

[Retired Representative Director and President, etc.]
Information on Retired Representative Director and President, etc. Holding Advisory Positions (Consultants,
Advisers, etc.) UPDATED

Name

Masahiko
Goto

Title/
position

Responsibilities

Honorary
Chairman

Provision ofadvice in responseto requests fromthe Company’s
management andcommunity andsocial contribution
activities

Working Arrangements
and Conditions
Date of(full/part-time,
Retirement fromwith/without
President, etc.
Compensation, etc.)

Part-time, withcompensation

Total Number of Retired Representative Director
and Presidents etc. Holding Advisory Positions(Consultants, Advisers, etc.) UPDATED

June 26, 2024

Term

Until theconclusion of theGeneral Meetingof Shareholders
to be held in
June 2025(Reappointment
is possible)

1

Other Matters UPDATEDThe Company has established a system of consultant or adviser in the Articles of Incorporation, and persons
who once served as the Chairperson, Vice Chairperson, President, Vice President, Representative Director,
Director (Excluding Directors who are Audit and Supervisory Committee Members and Outside Directors),
Senior Managing Corporate Officer or Managing Corporate Officer may assume the position of consultant oradvisor. In addition, a person appointed as a consultant who once served as Chairman will use the title“Honorary Chairman” by resolution of the Board of Directors.
The appointment and dismissal of consultants and advisers shall be decided by the Board of Directors after
consultation with and receiving advice from the Nomination and Compensation Committee. The details of
individual compensation for consultants and advisers shall be determined by the Nomination andCompensation Committee based on the delegation of the Board of Directors. The term of office of eachconsultant and advisor shall expire at the conclusion of the ordinary general meeting of shareholders relating
to the last fiscal year ending within one year after their assumption of office, and the Honorary Chairman may
be reappointed by a resolution of the Board of Directors.
The main duties of consultants and advisors are to provide advice and other support in response to requests
from the Company’s management.
None of them attend the Board of Directors meetings or management meetings of the Company, nor do they
have the authority to participate in the management decision-making of the Company.
At the time of submission of this report, one former Chairman has been appointed to the position of Honorary
Chairman, and two former Directors have been appointed to the position of Advisor.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Compensation
Decisions (Overview of Current Corporate Governance System) UPDATED
A regular meeting of the Board of Directors shall be held once a month and extraordinary meetings shall beheld whenever necessary. The Board of Directors, as the decision-making body for management, decides onimportant management matters, including decisions on management policies and business plans, theconclusion of important agreements, and the establishment of subsidiaries in accordance with the Regulationsof the Board of Directors, in addition to matters stipulated by laws and regulations and the Articles ofIncorporation, and supervises the execution of operations. Outside Directors are appointed from among those
who have a wealth of experience and broad insight in corporate management and those who have a wealth of- 18 -

experience and insight in various fields, including finance, accounting and legal affairs. They are responsible
for strengthening corporate governance by providing opinions as appropriate from an independent perspectivewith no risk of conflict of interest with general shareholders. As of the date of submission of this report, theBoard of Directors consists of 14 members, five of whom are Outside Directors with a high degree of
independence. In addition, we have adopted a system of “Company with an Audit & Supervisory Committee”
to further strengthen the supervisory function of the Board of Directors, by enabling the Audit & Supervisory
Committee Members, who are responsible for auditing the execution of duties by Directors, to exercise theirvoting rights at Board of Directors meetings and by allowing the Audit & Supervisory Committee to have theright to express its opinions on the nomination and compensation of Directors (excluding Directors who are
Audit & Supervisory Committee members). Moreover, we have established the Nomination andCompensation Committee with Independent Outside Directors as the majority of members and chair in orderto ensure objectivity, transparency, and fairness in procedures related to the nomination and compensation of
Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members), thereby striving toenhance our corporate governance system.
With respect to liability set forth in Article 423, Paragraph 1 of the Companies Act, the Company has enteredinto a liability limitation agreement with Directors (excluding those who are Executive Directors) which limits
the maximum amount of their liability to the total amount provided for in each item under Article 425,
Paragraph 1 of the Companies Act.
In accordance with internal regulations, judgments and decisions related to the execution of operations below
a certain scale are delegated to the Representative Director and the respective Directors in charge. In addition,
the Company has introduced the Corporate Officer System in order to promote swift execution of group
strategies and strengthen systems for the execution of operation, thereby striving to make the business
operation flexible and efficient.
A regular meeting of the Audit & Supervisory Committee shall be held once a month and as and whennecessary. The Audit & Supervisory Committee audits and supervises the execution of duties by the Directors
and investigates the status of business and assets by attending important meetings and hearing reports, inaccordance with the established audit policy and allocation of duties. Furthermore, the Audit & Supervisory
Committee appropriately exercises its right to express its opinions regarding the nomination andcompensation of Directors (excluding Directors who are Audit & Supervisory Committee Members). The
Audit & Supervisory Committee consists of four Directors who are Audit & Supervisory Committee
Members, including three Independent Outside Directors, and is independent of the management team. In
order to strengthen the effectiveness of auditing and supervisory functions, one Standing Audit & Supervisory
Committee Member has been selected. Three Outside Directors who are part-time Audit & Supervisory
Committee Members have many years of experience and expertise as an attorney at law and a certified public
accountant, respectively. Accordingly, the Company believes that they are capable of performing highly
specialized auditing work from an independent perspective. In addition, the Audit & Supervisory Committee
works to cooperate with the Accounting Auditors and the Internal Audit Division by receiving audit reports
and other reports from them, as needed. With the objective of helping audits by the Audit & Supervisory
Committee function smoothly, the Company established the Audit & Supervisory Committee Staff Office,whose dedicated staff members support the work of the Committee.
As an independent organization, the Internal Audit Division of the Company is staffed by no less than 10
members and conducts internal audits as needed to secure the soundness of management. Results of audits
are reported to the Audit & Supervisory Committee and to the management team. Furthermore, we have built
a framework for making timely and appropriate revisions when inadequacies of internal control are discovered
through internal control audits.
The Company has appointed KPMG AZSA LLC as its Accounting Auditor. The certified public accountants
who performed the accounting audit for the Company in FYE 2024 are Mr. Yasuyuki Morimoto, Mr. Atsushi
Fukui and Mr. Ryosuke Okado of KPMG AZSA LLC, and the number of years of continuous auditing is sevenyears or less. The assistants for the audit work are 12 certified public accountants, and 21 others.
In order to further enhance the accuracy and reliability of the information disclosed, the Company has
established the Disclosure Committee consisting of personnel responsible for each department. In the
preparation of securities reports and quarterly reports, the validity of the content of the descriptions and the- 19 -

appropriateness of procedures for the disclosure are confirmed by the Disclosure Committee under thesupervision of the President and the Director, Corporate Officer and General Manager of Administration
Headquarters, who are responsible for establishing, maintaining, and ensuring the effectiveness of internal
controls and disclosure controls.

3. Reasons for Adoption of Current Corporate Governance System
As above, the Company has chosen to adopt the system of a Company with an Audit & Supervisory
Committee because the system further strengthens the supervisory function of the Board of Directors byenabling the Audit & Supervisory Committee Members, who are responsible for auditing the execution ofduties by Directors, to exercise their voting rights at the Board of Directors meetings and also allowing the
Audit & Supervisory Committee to have the right to express its opinions on the nomination and compensationof Directors (excluding Directors who are Audit & Supervisory Committee Members). Furthermore, in orderto ensure the objectivity, transparency, and fairness in procedures related to nomination and compensation of
Directors, etc. (excluding Directors who are Audit & Supervisory Committee Members), we have enhanced
our corporate governance system by establishing the Nomination and Compensation Committee, with
Independent Outside Directors as the majority of members and chair.
Outside Directors are appointed from among those who have a wealth of experience and broad insight incorporate management and those who have a wealth of experience and insight in various fields, including
finance, accounting and legal affairs, and are responsible for strengthening corporate governance by providing
opinions as appropriate from an independent perspective with no risk of conflict of interest with generalshareholders.

- 20 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Realize Smooth Exercise of Voting Rights

Early Dispatch of Convocation
Notice of General Meeting of
Shareholders
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platforms and Other
Measures to Improve theEnvironment for Institutional
Investors to Exercise Voting
RightsProviding Convocation Notice(Summary) in English

Other

Supplementary Explanations
Notices are sent out approximately three weeks prior to the date of theGeneral Meeting of Shareholders. The information is posted on the
Company’s website and on the voting rights exercise platform provided by
ICJ, Inc. prior to the date of dispatch.
The Company has adopted the exercise of voting rights via the Internet.

The Company has adopted the electronic voting rights exercise platform for
institutional investors operated by ICJ Inc.

The Company prepares the convocation notice in English and posts it on its
website and the voting rights exercise platform provided by ICJ, Inc. prior to
the date of dispatch.
For the convenience of shareholders, the Articles of Incorporation and Share
Handling Regulations are posted on the Company’s website. In addition, thefull texts of convocation notices for 10 periods are posted on the website
together with the English texts.

2. IR Activities
Supplementary Explanations

Regular Investor Briefings forAnalysts and Institutional
Investors

Posting of IR Materials on
WebsiteEstablishment of Department(Person in Charge) of IR

The President, who is at the top of the management team,personally gives explanations at the financial results briefing
held twice a year (at the end of the fiscal year and the end of
the interim period).
At the time of the announcement of the first and third quarter
financial results, the Director, Corporate Officer and General
Manager of Administration Headquarters (the officer incharge of IR) conducts a briefing session via conference call.
In addition to the immediate disclosure of financial results,
securities reports, extraordinary reports, materials forfinancial results briefings, timely disclosure materials andother materials on its website, the Company posts corporate
governance reports, notices of convocation, business reports
for shareholders, Makita Report (Integrated Report), andother such materials. (https://www.makita.biz/ir/)
Financial results, materials for financial results briefings,
timely disclosure materials, corporate governance reports,
notices of convocation and Makita Reports (Integrated
Reports) are translated into English and simultaneously
disclosed on the website. Furthermore, in addition to theconsolidated financial statements and notes, major items inthe securities reports, such as “Risk Factors,” are translated
into English and posted as “Additional Information” toprovide information to overseas investors.
Officer in charge of IR: Yukihiro Otsu, Director, Corporate
Officer, General Manager of Administration Headquarters
Department in charge of IR: General Affairs Department(TEL: +81-566-97-1717)- 21 -

Explanation byRepresentative

Yes

―

―

3. Measures to Ensure Due Respect for Stakeholders

Stipulation of Internal
Regulations for Respecting the
Position of Stakeholders

Implementation ofEnvironmental Conservation
Activities, CSR Activities, etc.

Supplementary Explanations
The Company has established the “Code of Ethics” as the principles forofficers and employees, which stipulates conducts in accordance with ethics,
prohibition of conflicts of interest, compliance with relevant laws andregulations, and appropriate information disclosure. In addition, as a measure
to ensure corporate ethics and compliance, we have established the Internal
Reporting Regulations and contact points (help lines) to collect opinions andinformation from inside and outside the Company.
The Company prepares environmental reports, corporate profile, and Makita
Report (Integrated Report) to introduce its environmental conservation
activities and CSR activities. These are posted on its website.

- 22 -

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development UPDATED
1. Systems to ensure that the Company’s operation will be conducted appropriately(1) Systems to ensure that the duties of Directors and employees are executed in compliance with laws andregulations and the Articles of Incorporation
 The Board of Directors establishes the “Code of Ethics” and the “Guideline to the Code of Ethics for
Makita” as the principles for all officers and employees of Makita and each of the Directors shall keep all
Corporate Officers and employees informed of and in compliance with such ethics.
 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 a system 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.
 An Internal Audit Division conducts internal audit as deemed necessary.
(2) Systems concerning the retention and management of information regarding the execution of duties byDirectors
Information regarding the execution of duties by Directors shall be appropriately kept and managed inaccordance with internal regulations such as the Regulations of the Board of Directors and the Regulations
on Corporate Approval. Directors shall have access to such information.
(3) Rules and other systems for risk management
 Each Director has the power and responsibility to build a risk management system in Makita in thebusiness areas of which they are in charge, and in the case where a significant event affecting themanagement of Makita arises, the Director shall report such event to the Board of Directors and the Audit& Supervisory Committee.
 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
 A regular meeting of the Board of Directors shall be held once a month and extraordinary meetings shallbe held 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 to accomplish relevant target and the Board of Directors shall oversight the progress andperformance thereof.
 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.
 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
and efficient.
 Makita assigns respective liaison departments to all subsidiaries within the Company, and makes efforts
to enhance group-wide management efficiency through discussions and consultations, and informationexchanges with the objective of efficiently operating subsidiaries.
(5) Systems to ensure the adequacy of business operations within Makita
 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 Directorin accordance with the Reporting Policy. The Director who is in charge of such subsidiary, upon receipt
of such report, shall inform the Board of Directors of the status of supervision when necessary.
 To ensure the credibility of financial reporting, the Company establishes policies on documentation andassessment of internal controls of financial reporting of Makita and evaluates the effectiveness of said
policies.
 For supervision and review of internal control systems of Makita by the Audit & Supervisory Committee,a system shall be established for the Audit & Supervisory Committee to cooperate with the Internal Audit
Division and other related division and to receive report from Accounting Auditors.
- 23 -

(6) Matters concerning employees to assist the duties of the Audit & Supervisory Committee
As employees assisting the duties of the Audit & Supervisory Committee, necessary personnel shall be
posted to assist the duties of the Audit & Supervisory Committee.
(7) Matters to ensure the independence of employees from Directors (excluding Directors who are Audit &Supervisory Committee Members), as stated in the preceding item, and the effectiveness of directions
given by the Audit & Supervisory Committee to those employees Employees assisting the duties of the Audit & Supervisory Committee shall not work concurrently at otherdivisions, but shall exclusively follow directions from the Audit & Supervisory Committee.
 In order to ensure the independence of such employees from Directors, the consent of the Audit &Supervisory Committee is required for decisions on matters concerning the appointment and change ofsuch employees.
(8) Systems in accordance with which the Directors (excluding Directors who are Audit & Supervisory
Committee Members) and employees report to the Audit & Supervisory Committee, other systems
concerning reports to the Audit & Supervisory Committee and systems to ensure that Directors andemployees who make a report are not treated unfairly because of the report Directors, Corporate Officers and employees of Makita shall report to the Audit & Supervisory Committeewith 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.
 The Company shall prepare a system that enables the Audit & Supervisory Committee Members selectedby the Audit & Supervisory Committee of the Company to request reports from Directors, Corporate
Officers and employees of Makita when necessary and allows the Audit & Supervisory Committee toexchange opinions with the Directors and Accounting Auditors of Makita.
 The Company prohibits any unfair treatment of Directors, Corporate Officers, and employees of Makita
who make a report to the Audit & Supervisory Committee 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 Committee will be conducted effectively
 In order to enhance the supervisory function of the Audit & Supervisory Committee over Accounting
Auditors, “Policies and Procedures concerning Prior Approval of Auditing and Non-Auditing Services”
shall be established. In addition, to ensure that audits by the Audit & Supervisory Committee will be
conducted effectively, audit shall be conducted in accordance with Standards for audit, etc. by the Audit& Supervisory Committee.
 Full amount of the compensation to Directors who are Audit & Supervisory Committee Members shallbe fixed so that the independence of the Audit & Supervisory Committee can be secured.
 Expenses related to executing the duties of the Audit & Supervisory Committee Members (limited tothose related to executing the duties of the Audit & Supervisory Committee) are securely budgeted eachfiscal year and borne by the Company.
(10) Systems to ensure elimination of antisocial forces From the viewpoint of corporate social responsibility, Makita will consistently take a resolute stanceagainst involvement in, and have absolutely no relationship with, the activities of antisocial forces that
may threaten the order and the security of civil society.
 Makita’s policy of “no intervention by antisocial forces has been permitted” is publicly announced, bothinternally and outside the Company, by expressly stipulating such in the management policy/quality
policy and by displaying such on the Company’s website.
 Ban on transactions with antisocial forces is expressly stated in the “Guideline to the Code of Ethics for
Makita” which prescribes the standards for officer and employee conduct applicable in the execution of
their tasks. Each Director shall keep all Corporate Officers and employees informed of and in compliancewith such prohibition.
 The Company has been liaising closely with the police and external related organizations, including the
Public Interest Incorporated Foundation Aichi Center for Removal of Criminal Organization, andendeavors to prevent any involvement in activities of antisocial forces, any damage caused thereby, andothers.

- 24 -

In addition to collecting information relevant to activities of antisocial forces from the police and external
related organizations, the Company voluntarily participates in seminars. Also, the Company endeavors
to share information within the Company and related departments of Makita.

2. Implementation status of systems necessary for ensuring that the Company’s operations are conducted
appropriately(1) Compliance The Company keeps all officers and employees of Makita informed and provides training on the “Codeof Ethics,” “Guideline to the Code of Ethics for Makita,” and “Regulations Regarding Corporate Ethics
Help Line (Internal Reporting),” on a continual basis.
 The Company conducts a questionnaire survey of all employees to raise awareness about the importanceof compliance and have them better understand the “Code of Ethics.”(2) Risk management
The Disclosure Committee meetings are held periodically during this period, at which Representative
Directors, Directors in charge, Directors who are Standing Audit & Supervisory Committee Members,
and General Managers of Internal Audit Division and respective departments of the Company meet todetect and extract and examine risks involved in the business activities of Makita.
(3) Internal audits The Internal Audit Division carries out internal audits of Makita, and reported their results to the Audit &Supervisory Committee and the management.
 The Company has established a framework under which any deficiency in internal controls found during
an internal control audit is appropriately corrected or redressed in a timely manner.
(4) Systems to ensure the efficient execution of Directors’ duties
 The Board of Directors approves annual targets set by each department and oversees their progress towardachievement.
 Corporate Officers in charge of operation (17 officers as of March 31, 2024, including 4 officers overseas)
are assigned to major departments in order to operate business systematically and efficiently.
(5) Duties of the Audit & Supervisory Committee
 The Audit & Supervisory Committee meet Accounting Auditors and exchange information every quarter.
 The Audit & Supervisory Committee have individual interviews with Directors (excluding Directors who
are Audit & Supervisory Committee Members) to exchange information.
 Expenses necessary for executing the Audit & Supervisory Committee Members’ duties (limited to thoserelated to executing the duties of the Audit & Supervisory Committee) are handled promptly at the requestof Audit & Supervisory Committee Members.

2. Basic Views on Eliminating Anti-Social Forces and Progress of System Development(1) From the viewpoint of corporate social responsibility, Makita will consistently take a resolute stanceagainst involvement in, and have absolutely no relationship with, the activities of antisocial forces that
may threaten the order and the security of civil society.
(2) Makita’s policy of “no intervention by antisocial forces has been permitted” is publicly announced, bothinternally and outside the Company, by expressly stipulating such in the management policy/quality
policy and by displaying such on the Company’s website.
(3) Ban on transactions with antisocial forces is expressly stated in the “Guideline to the Code of Ethics for
Makita” which prescribes the standards for officer and employee conduct applicable in the execution of
their tasks. Each Director shall keep all Corporate Officers and employees informed of and in compliancewith such prohibition.

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(4) The Company has been liaising closely with the police and external related organizations, including the
Public Interest Incorporated Foundation Aichi Center for Removal of Criminal Organization, andendeavors to prevent any involvement in activities of antisocial forces, any damage caused thereby, andothers.
(5) In addition to collecting information relevant to activities of antisocial forces from the police and external
related organizations, the Company voluntarily participates in seminars. Also, the Company endeavors toshare information within the Company and related departments of Makita.

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V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation―

2. Other Matters Concerning Corporate Governance System UPDATED Overview of Timely Disclosure System
The status of the Company’s internal system for the timely disclosure of corporate information is as follows.
The Company has established the following internal rules as an internal system for timely disclosure ofcorporate information, which are constantly posted on the internal electronic bulletin board and other media
to ensure that all employees are fully informed of them through all officers and personnel responsible for eachdepartment.
(1) Internal Rules Regarding Insider Trading Regulations(2) Code of Ethics(3) Regulations Regarding Corporate Ethics Help Line (Internal Reporting)In the event of the occurrence of corporate information that is required to be disclosed under the rules fortimely disclosure of corporate information, the personnel responsible for each department shall report the fact
to the General Manager of the General Affairs Department, and the General Manager of the General Affairs
Department shall report the fact to the Director, Corporate Officer and General Manager of Administration
Headquarters, who is responsible for the handling of information.
Meanwhile, the General Manager of the General Affairs Department will immediately create an internal
information management card to prevent the spread of information and identify those who have access tointernal information.
The Director, Corporate Officer and General Manager of Administration Headquarters discloses the relevant
corporate information without delay after consulting with the Board of Directors and other bodies. In addition,
the Company strives to promptly disclose information that is deemed important from the viewpoint of investor
protection, even if it does not fall under the scope of timely disclosure.
In addition, in order to further enhance the accuracy and reliability of information by clarifying the proceduresfor information disclosure, the Company has established the “Disclosure Committee” consisting of personnel
responsible for each department. In the preparation of securities reports and quarterly reports, the validity of
the content of the descriptions and the appropriateness of procedures for the disclosure are confirmed by theDisclosure Committee under the supervision of the President and the Director, Corporate Officer and General
Manager of Administration Headquarters, who are responsible for establishing, maintaining, and ensuring theeffectiveness of internal controls and disclosure controls.

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