Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6135)
June 9, 2020
To Shareholders with Voting Rights:
Shinichi Inoue
President
Makino Milling Machine Co., Ltd.

3-19 Nakane 2-chome, Meguro-ku, TokyoNOTICE OF
THE 81st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 81st Annual General Meeting of Shareholders of Makino Milling Machine Co.,
Ltd. (the “Company”) will be held for the purposes as described below.
You can exercise your voting rights in writing or via electromagnetic means (the Internet, etc.). Please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights no later than 5:00 p.m. on June 23, 2020, Japan time.
1. Date and Time:

Wednesday, June 24, 2020 at 10:00 a.m. Japan time

3F, Application Technology Center of the Company located at10-4 Nakane 2-chome, Meguro-ku, Tokyo, Japan
3. Agenda of the General Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
81st Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by theAccounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 81st Fiscal Year(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Appropriation of SurplusProposal 1:
Election of 7 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:
2. Place:

4. Exercise of Voting Rights through a Proxy
If you would like to exercise your voting rights through a proxy, pursuant to provisions of the Articles ofIncorporation, it is possible to assign one other shareholder with voting rights as your proxy. However, it isnecessary to submit a document to prove the authority of representation.
(Request) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
(Notice) Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements or Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company's website (https://ir.makino.co.jp/).

-1-

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

Appropriation of Surplus

The Company’s basic policy for profit distribution is to endeavor to make returns to shareholders throughthe continuous and stable payment of dividends.
Based on the above policy, taking into consideration factors including the profit performance andbusiness environment surrounding the Company in the current fiscal year, the year-end dividend for thecurrent fiscal year shall be as follows.
(1) Type and total amount of dividend property allotted to shareholders
Cash
Total amount: 488,874,980 yen(2) Matters regarding allotment of dividend property to shareholders
20 yen per common share of the Company(3) Effective date of dividends of surplus
June 25, 2020-2-

Proposal 2:

Election of 7 Directors

The terms of office of all 6 Directors will expire at the conclusion of this Annual General Meeting ofShareholders. Accordingly, the election of 7 Directors is proposed.
The candidates are as follows:No.

NameCurrent positions and responsibilities at the Company

1

Shinichi InouePresident & Representative Director

2

Yoshiki Ueda

Vice Chairman & Representative Director

3

Toshiyuki Nagano

4

Tatsuaki Aiba

5

Shin Yoshidome[Independent][External]

Executive Vice President, Director
Executive Manager of Corporate Service Division
Office Manager of Corporate Planning Office
Office Manager of Trade Security Control Office
Office Manager of Energy Control OfficeVice President, Director
Executive Manager of Production Division
Executive Manager of Fuji Katsuyama Works
Director

6

Naofumi Masuda(New appointment)[Independent][External]

7

Kodo Yamazaki(New appointment)[Independent][External]-3-No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

February 2013
June 2014

Joined the Company
General Manager of Atsugi Development M Development
Section
Deputy Executive Manager of R&D Division
Director; Deputy Executive Manager of R&D Division

June 2015

Director; Executive Manager of Sales Division

April 1992
April 2011
1Shinichi Inoue(October 18, 1966)

President & Representative Director (to present)
Executive of Mitsubishi Corporation
President, & CEO of Mitsubishi Corporation Technos
Chairman of Japan Machine Tool Distributors Association
Outside Director (Audit and Supervisory Committee Member)of THK CO., LTD. (to present)
June 2016
Outside Director of SINTOKOGIO, LTD. (to present)
November 2016 Advisor to the Company
December 2016 Guest Professor at National University Corporation Shizuoka
University (to present)
June 2018
Vice Chairman & Representative Director of the Company (topresent)[Significant concurrent positions]
Outside Director (Audit and Supervisory Committee Member) of THK CO., LTD.
Outside Director of SINTOKOGIO, LTD.
Guest Professor at National University Corporation Shizuoka University

Number ofshares of theCompany held

5,900

June 2016
April 2008
June 2010
June 2011
June 2016

2Yoshiki Ueda
(March 10, 1953)-4-4,700

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
May 2004
June 2006
November 2008
June 2009
April 20113

Toshiyuki Nagano(April 5, 1958)

June 2014
June 2016
April 2017

April 1980
November 2002
December 2004
4

Tatsuaki Aiba
(May 3, 1957)

June 2005
October 2012
June 2014

Joined the Company
Director of Makino J. Co., Ltd.
General Manager of Finance Department of the Company
Director; General Manager of Finance Department; OfficeManager of Energy Control OfficeDirector; Executive Manager of Corporate Service Division;
Office Manager of Trade Security Control Office; Office
Manager of Energy Control OfficeVice President, Director; Executive Manager of Corporate
Service Division; Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Trade Security
Control Office; Office Manager of Energy Control Office
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Corporate
Planning Office, Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office (to present)
Joined the Company
General Manager of Fuji Katsuyama Production Department
General Manager of Fuji Katsuyama Production Department;
General Manager of Procurement Department
Director; Executive Manager of Production Division
Director; Executive Manager of Production Division; Executive
Manager of Fuji Katsuyama Works
Vice President, Director; Executive Manager of Production
Division; Executive Manager of Fuji Katsuyama Works (topresent)-5-

Number ofshares of theCompany held

2,500

2,700

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
June 2001June 2004
April 2006

5

Executive Officer of Daiwa Securities SMBC Co. Ltd.
Managing Director of Daiwa Securities SMBC Co. Ltd.
Representative Director; Senior Managing Director of Daiwa
Securities SMBC Co. Ltd.
Senior Executive Officer of Daiwa Securities Group Inc.
April 2007
President of Daiwa Securities SMBC Co. Ltd.
Director; Representative Executive Vice-President of Daiwa
Securities Group Inc.
January 2010
President & Director of Daiwa Securities Capital Markets Co.
[Independent]
Ltd.
[External]
Director; Representative Executive Vice-President of Daiwa
Securities Group Inc.
Shin YoshidomeApril 2011
Chairman & Director of Daiwa Securities Capital Markets Co.
(September 29, 1951)
Ltd.
Director of Daiwa Securities Group Inc.
Attendance at theApril 2012
Special Advisor to Daiwa Securities Co. Ltd.
Board of Directors
Chairman & Director of Daiwa Institute of Research Businessmeetings:
Innovation Ltd.
14 out of 14 meetings
June 2013
External Director of Tokyo Financial Exchange Inc.
April 2014
Special Advisor to Daiwa Institute of Research Business
Innovation Ltd.
June 2014
External Director of JAPAN POST INSURANCE Co., Ltd.
June 2015
External Director of Nojima Corporation
April 2016
Advisor to Daiwa Securities Co. Ltd. (to present)
June 2018
Director of the Company (to present)[Significant concurrent positions]
Advisor to Daiwa Securities Co. Ltd.

-6-

Number ofshares of theCompany held400

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
June 2008

6[New appointment][Independent][External]
Naofumi Masuda(August 22, 1953)

7[New appointment][Independent][External]
Kodo Yamazaki(March 11, 1955)

Managing Officer of TOYOTA MOTOR CORPORATION（Kinuura Plant General Manger, Myochi Plant GeneralManager）
June 2010
Senior Managing Director of ADVICS CO., LTD.
June 2014
Executive Vice President of ADVICS CO., LTD.
June 2017
Advisor & Chief Engineer of ADVICS CO., LTD.
June 2018
Executive Advisor of ADVICS CO., LTD.
June 2019
External Director & Member of the Audit & Supervisory
Committee of YASUNAGA CORPORATION (to present)[Significant concurrent positions]
External Director & Member of the Audit & Supervisory Committee ofYASUNAGA CORPORATION
April 1989
Assistant Professor of Takayama Junior CollegeApril 1994
Professor of Takayama Junior College
April 2001
Professor of Faculty of Law, Kumamoto University
June 2003
Managing Director of Japan Tax Jurisprudence AssociationApril 2007
Dean of Faculty of Law, Kumamoto University
April 2015
Trustee and Deputy President of Kumamoto University
April 2020
Professor of Graduate School, Kumamoto Gakuen University (topresent)[Significant concurrent positions]
Professor of Graduate School, Kumamoto Gakuen University

Number ofshares of theCompany held

00(Notes)
1. There are no special interests between any of the candidates for Director and the Company.
2. If Messrs. Shin Yoshidome, Naofumi Masuda and Kodo Yamazaki are elected, the Company plans to continue or enter
into an agreement with them to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act, to theminimum amount of liability stipulated in Article 425, Paragraph 1 of the same Act.
3. Matters regarding the candidates for External Directors are as follows.
(1) Messrs. Shin Yoshidome, Naofumi Masuda and Kodo Yamazaki are candidates for External Directors as
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. The
Company has submitted independent director notification forms to Tokyo Stock Exchange, Inc. to appoint bothcandidates as Independent Directors.
(2) Mr. Shin Yoshidome has served as an executive of Daiwa Securities Group Inc. and its subsidiaries, and has
extensive experience and insight regarding corporate management and the financial market. Accordingly, we

deemed that he is qualified to be a Director of the Company, and propose his reelection as an External
Director. Daiwa Securities Co. Ltd., where he serves as an advisor, is one of several brokerage leadmanagers of the Company. As the amount of remuneration, etc. received by the said company throughtransactions with the Company, including the amount of remuneration, etc. regarding underwriting work ofthe Company’s bonds, was a small amount of around 13 million yen over the past three years. Therefore,
we deemed that there is no risk of a conflict of interest with general shareholders, and he is qualified tofulfill the role of External Director, with whom shareholders entrust responsibility, from an independent
standpoint.

Mr. Naofumi Masuda has served as an executive at business companies, and has extensive experience and insight
regarding corporate management and the production technology. Therefore, we deemed that he is qualified to

be a Director of the Company, and propose his election as an External Director.

Mr. Kodo Yamazaki has served as Dean of Faculty of Law, Kumamoto University, and has extensive experienceand insight regarding law. He also has experience on managing an organization from leading position from hispast service as Trustee and Deputy President of Kumamoto University and Managing Director of Japan Tax
Jurisprudence Association. Although Mr. he has not been directly involved in the management of a company,

we deemed that he is qualified to be a Director of the Company, and propose his election as an ExternalDirector.

(3) As of the conclusion of this General Meeting of Shareholders, Mr. Shin Yoshidome will have served as External
Director of the Company for two years.

-7-Proposal 3:

Election of 2 Audit & Supervisory Board Members

The term of office of Audit & Supervisory Board Members Eiji Fukui and Jiro Nakashima will expire atthe conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 2 Audit &Supervisory Board Members is proposed.
This proposal has gained the consent of the Audit & Supervisory Board.
The candidates are as follows:No.

Name(Date of birth)

Past experience, positions, responsibilitiesand significant concurrent positions
August 1983
August 1983

[Independent][External]
1
Jiro Nakashima(October 3, 1950)

2[New appointment][Independent][External]
Jinei Yamaguchi(August 18, 1960)

November 1984
July 2005
June 2011
June 2012

Registered as a Certified Public Accountant
Opened Nakashima Jiro Certified Public Accountant Office (topresent)
Member of Serisawa Accountant Office (currently GYOSEI &CO.)
Representative Member of Serisawa Accountant Office(currently GYOSEI & CO.)
Retired from GYOSEI & CO.

Number ofshares of theCompany held

3,500

Audit & Supervisory Board Member of the Company (topresent)[Significant concurrent positions]Nakashima Jiro Certified Public Accountant Office
April 1984
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
April 2006
Deputy Branch Manager of Singapore Branch, The Mitsubishi
Bank, Ltd.
July 2009
General Manager of International Business Department, The
Mitsubishi Bank, Ltd.
July 2011
Branch Manager of London Branch, The Mitsubishi Bank, Ltd.
July 2013
Seconded to Chiyoda Corporation
Acting General Manager of Planning Administration Division
April 2014
Transferred to Chiyoda Corporation
April 2014
Executive and Acting General Manager of Planning
Administration Division, Chiyoda Corporation
April 2015
Executive Officer and Acting General Manager of ProjectProcurement & Logistics Division, Chiyoda Corporation
April 2018
Executive Officer and Acting General Manager of Corporate
Planning Division, Chiyoda Corporation
July 2019
Executive Officer and Assistant General Manager of Finance &Accounting Division, Chiyoda Corporation

0(Notes)
1. There are no special interests between the candidates and the Company.
2. If Messrs. Jiro Nakashima and Jinei Yamaguchi are elected, the Company plans to continue or enter into an agreementwith them to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act, to the minimum amount ofliability stipulated in Article 425, Paragraph 1 of the same Act.
3. Matters regarding the candidates for External Audit & Supervisory Board Members are as follows:(1) Messrs. Jiro Nakashima and Jinei Yamaguchi are candidates for External Audit & Supervisory Board Members as
stipulated in Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act. The
Company has submitted independent director notification forms to Tokyo Stock Exchange, Inc. to appoint bothcandidates as Independent Directors.
(2) Mr. Jiro Nakashima has work experience as a Certified Public Accountant at audit firms, and has extensive
knowledge and experience regarding accounting. Although he has not been directly involved in the managementof a company, we deemed that he is qualified to be an Audit & Supervisory Board Member of the Company,

and propose his reelection as an External Director. He had been in an audit firm, which is the Company’s
Accounting Auditor, but he has not been involved in the auditing business of the Company since 2008.
Furthermore, he has retired from such audit firm in June 2011, and the accounting office he has establishedand the Company does not have business relationship. Therefore, we deemed that there is no risk of aconflict of interest with general shareholders, and he is qualified to fulfill the role of External Audit &-8-Supervisory Board Member, with whom shareholders entrust responsibility, from an independent standpoint.
Mr. Jinei Yamaguchi has served as General Manager of International Business Department and Branch Manager
at overseas branch offices, as well as serving as Executive Officer of Chiyoda Corporation, and has extensive
experience and insight regarding financial market and international business. Therefore, we deemed that he isqualified to be an External Audit & Supervisory Board Member of the Company, and propose his election as

an External Director. MUFG Bank, Ltd., which he has served in the past is one of several banks that has
financial transaction with the Company. As he has retired from the Bank in March 2014, we deemed that
there is no risk of a conflict of interest with general shareholders, and he is qualified to fulfill the role ofExternal Audit & Supervisory Board Member, with whom shareholders entrust responsibility, from anindependent standpoint.

(3) As of the conclusion of this General Meeting of Shareholders, Mr. Jiro Nakashima will have served as External
Audit & Supervisory Board Member of the Company for eight years.

END-9-