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)
May 31, 2023
(Start date of measures for electronic provision: May 29, 2023)
To Shareholders with Voting Rights:
Shotaro Miyazaki
President
Makino Milling Machine Co., Ltd.

3-19 Nakane 2-chome, Meguro-ku, TokyoNOTICE OF
THE 84th 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 84th Annual General Meeting of Shareholders of Makino Milling Machine Co.,
Ltd. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company is taking measures to provide
information electronically. Matters subject to electronic provision are posted on the following websites.
• The Company’s website: https://ir.makino.co.jp/en/library/shareholder/
In addition to the above, matters subject to electronic provision are also posted on the following website.
• Tokyo Stock Exchange, Inc. website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange, Inc. website above, enter and search for the Company either byentering “Makino Milling Machine” in the “Issue name (company name)” or the Company’s stock exchange
code (6135) in the “Code”, and then select “Basic information,” followed by “Documents for public
inspection/PR information” in order to review the matters subject to electronic provision in “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” followed by “Filed
information available for public inspection.”
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 21, 2023, Japan time.

-1-1. Date and Time:Thursday, June 22, 2023 at 10:00 a.m. Japan time (door will open at 9:00 a.m.)

2. Place:

3F, Application Technology Center of the Company located at10-4 Nakane 2-chome, Meguro-ku, Tokyo, Japan
3. Agenda of the General Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
84th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 84th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 8 Directors
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:
4. Matters to be determined by convocation
1. If there is no indication of a vote of approval or disapproval for each proposal, this will be treated as anindication of approval.
2. If voting rights are exercised both in writing (by mail) and via the Internet, the voting rights exercised
via the Internet shall be treated as valid.
3. If voting rights are exercised multiple times via the Internet, the last vote exercised shall be treated asvalid.
4. If you would like to exercise your voting rights through a proxy, pursuant to provisions of the Articles
of Incorporation, it is possible to assign one other shareholder with voting rights as your proxy.
However, it is necessary 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 matters subject to electronic provision require revisions, details of the revisions will be
posted on each of the designated websites.

-2-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: 1,910,525,200 yen(2) Matters regarding allotment of dividend property to shareholders
80 yen per common share of the Company(3) Effective date of dividends of surplus
June 23, 2023
The annual dividend for the current fiscal year will be 150 yen per share including the interim dividend of 70
yen per share.

-3-

Proposal 2:

Election of 8 Directors

The terms of office of all 8 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 8 Directors is proposed.
The candidates are as follows:
No.

Name

1

Shotaro Miyazaki

2

Toshiyuki Nagano

3

Tatsuaki Aiba

4

Haruyuki Shiraishi

5

Naofumi Masuda

6

Kodo Yamazaki

7

Kazumi Nishino

8

Kazuo Takahashi

Current positions and responsibilities at the Company
President and Representative Director(Age: 61)

Executive Vice President, Representative Director
Executive Manager of Corporate Service Division
Office Manager of Trade Security Control Office
Executive Vice President, Representative Director
Executive Manager of Production Division(Age: 65)
(Age: 66)
(Age: 63)

Director, Executive Manager of R&D Division
Office Manager of Design/Production Data Utilization
Promotion OfficeDirector(Age: 69)

[Independent][External](Age: 68)

[Independent][External]

Director(Age: 54)

[Independent][External]

Director(Age: 63)

[New
appointment][Independent][External]

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1986
January 1999

1

Shotaro Miyazaki(January 27, 1962)2

Toshiyuki Nagano(April 5, 1958)

Number ofshares of theCompany held

Joined the Company
Director of Heidenreich&Harbeck WerkzeugmaschinenfabrikGmbH
June 2000
Representative Director of Makino Formenbautechnologie
GmbH
March 2011
General Manager of Asia Sales Department, Sales Division of
4,864
the Company
September 2016 General Manager of Overseas Sales Department, Sales Division
September 2021 Executive Officer; Deputy Executive Manager of Sales Division;
General Manager of Sales & Application of MAKINO EuropeGmbH
President and Representative Director (to present)
June 2022[Reasons for nomination as candidate for Director]
Mr. Shotaro Miyazaki has served as responsible personnel in Overseas Sales Division of theCompany, primarily Asia and Europe, and has extensive experience and insight regarding theinternational machine tools business. After being appointed as Representative Director of a European
subsidiary in June 2000, and President and Representative Director of the Company in June 2022, hehas demonstrated his leadership. Therefore, we deemed that he is qualified to be a Director of theCompany who is in charge of management of the entire Group, and propose his reelection as a
Director.
May 2004
Joined the Company
June 2006
Director of Makino J. Co., Ltd.
November 2008 General Manager of Finance Department of the Company
June 2009
Director; General Manager of Finance Department; Office
Manager of Energy Control Office
April 2011
Director; Executive Manager of Corporate Service Division;
Office Manager of Trade Security Control Office; Office
Manager of Energy Control Office
June 2014
Vice President, Director; Executive Manager of Corporate
Service Division; Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office
June 2016
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Trade Security
6,003
Control Office; Office Manager of Energy Control Office
April 2017
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Corporate
Planning Office; Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office
June 2021
Executive Vice President, Representative Director; Executive
Manager of Corporate Service Division; Office Manager ofEnergy Control Office; Office Manager of Trade Security
Control Office, Risk Management Promotion Division
October 2022
Executive Vice President, Representative Director; Executive
Manager of Corporate Service Division; Office Manager ofTrade Security Control Office (to present)[Reasons for nomination as candidate for Director]
Mr. Toshiyuki Nagano has served as responsible personnel in control divisions, centered on finance,and has extensive experience and insight primarily regarding control area. After being appointed as
Director in June 2009, Vice President and Director in June 2014, Executive Vice President andDirector in June 2016, and Representative Director in June 2021, he has been leading the growth of
the Group, utilizing his expertise. Therefore, we deemed that he is qualified to be a Director of theCompany who is in charge of management of the entire Group, and propose his reelection as a
Director.

-5-

No.

Name
(Date of birth)

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

3

4

Number ofshares of theCompany held

Joined the Company
General Manager of Fuji Katsuyama Production Department
General Manager of Fuji Katsuyama Production Department;
General Manager of Procurement Department
June 2005
Director; Executive Manager of Production Division
October 2012
Director; Executive Manager of Production Division; Executive
Manager of Fuji Katsuyama Works
6,903
June 2014
Vice President, Director; Executive Manager of Production
Division; Executive Manager of Fuji Katsuyama Works
June
2020
Vice President, Director
Tatsuaki Aiba
Vice President, Director Executive Manager of
September
2021(May 3, 1957)
Quality/Procurement Division
Executive Vice President, Representative Director; Executive
June 2022
Manager of Production Division (to present)[Reasons for nomination as candidate for Director]
Mr. Tatsuaki Aiba has served as responsible personnel in production and procurement divisions, andhas extensive experience and insight primarily regarding production area. After being appointed as
Director in June 2005, Vice President and Director in June 2014, and Representative Director in June
2022, he has been leading the growth of the Group, utilizing his expertise. Therefore, we deemed that
he is qualified to be a Director of the Company who is in charge of management of the entire Group,and propose his reelection as a Director.
April 1985
Joined the Company
January 2008
Deputy Executive Manager of Development Division
February 2013
Deputy Executive Manager of Production Division
January 2016
Director of MAKINO ASIA PTE LTD
Executive Officer; Executive Manager of Production Division;
June 2020
481
Executive Manager of Fuji Katsuyama Works of the Company
Director; Executive Manager of R&D Division
June 2022
Director; Executive Manager of R&D Division; OfficeFebruary 2023
Haruyuki Shiraishi
Manager of Design/Production Data Utilization Promotion(November 3, 1959)
Office (to present)[Reasons for nomination as candidate for Director]
Mr. Haruyuki Shiraishi has served as responsible personnel in development and production divisions,and has extensive experience and insight primarily regarding development and production areas. Afterbeing appointed as Director of the administrative subsidiary of Asian region in January 2016, andDirector of the Company in June 2022, he has been leading the growth of the Group, utilizing his
expertise. Therefore, we deemed that he is qualified to be a Director of the Company who is in chargeof management of the entire Group, and propose his reelection as a Director.

-6-

No.

Name
(Date of birth)

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

5

6

Naofumi Masuda(August 22, 1953)

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

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

Number ofshares of theCompany held

300

[Significant concurrent positions]
Attendance at theExternal Director & Member of the Audit & Supervisory Committee ofBoard of Directors
YASUNAGA CORPORATION
meetings:[Reasons for nomination as candidate for External Director and expected roles]
15 out of 15 meetings
Mr. Naofumi Masuda has served as an executive at business companies, and has extensive experienceand insight regarding corporate management and the production technology. In addition, since theappointment as Director of the Company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function.
Therefore, we deemed that he is qualified to be a Director of the Company, and propose his reelection
as an External Director, expecting him to continue to fulfill such roles.
April 1989
Assistant Professor of Takayama Junior College
April 1994
Professor of Takayama Junior College
April 2001
Professor of Faculty of Law, Kumamoto University
June 2003
Managing Director of Japan Tax Jurisprudence Association
April 2007
Dean of Faculty of Law, Kumamoto University
April 2015
Trustee and Deputy President of Kumamoto University
400
April 2020
Professor of Graduate School, Kumamoto Gakuen University (to[Independent]
present)[External]
June 2020
Director of the Company (to present)
Kodo Yamazaki(March 11, 1955) [Significant concurrent positions]
Professor of Graduate School, Kumamoto Gakuen University
Attendance at the[Reasons for nomination as candidate for External Director and expected roles]
Board of Directors Mr. Kodo Yamazaki has served as Dean of Faculty of Law, Kumamoto University, and has extensive
meetings:
experience and insight regarding law. He also has experience on managing an organization from
15 out of 15 meetings leading position from his past service as Trustee and Deputy President of Kumamoto University andManaging Director of Japan Tax Jurisprudence Association. Although he has not been directly
involved in the management of a company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function
since the appointment as Director of the Company. Therefore, we deemed that he is qualified to be a
Director of the Company, and propose his reelection as an External Director, expecting him tocontinue to fulfill such roles.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1992
April 2006
April 2017
June 2019
June 2019[Independent][External]

7

Kazumi Nishino(June 9, 1968)
Attendance at theBoard of Directors
meetings:
9 out of 10 meetings

December 2019
April 2022
June 2022

Joined Fuji Photo Film Co., Ltd.
Associate Professor, Department of Management of Science andTechnology, Graduate School of Management of Science andTechnology of Tokyo University of Science
Associate Professor, Graduate School of Commerce andManagement of Hitotsubashi University
Outside Director of Orient Corporation (to present)
Outside Independent Director of FURUKAWA CO, LTD. (topresent)
External Board Director of MiRTeL Co., Ltd.
Professor of Business Administration, Graduate School ofBusiness Administration of Hitotsubashi University (to present)
Director of the Company (to present)

Number ofshares of theCompany held

100

[Significant concurrent positions]
Professor of Business Administration, Graduate School of Business Administrationof Hitotsubashi University
Outside Director of Orient Corporation
Outside Independent Director of FURUKAWA CO, LTD.
[Reasons for nomination as candidate for External Director and expected roles]
Ms. Kazumi Nishino has served as Professor of Graduate School of Hitotsubashi University, and has
extensive experience and insight regarding the business administration, mainly in theories ofmanagement strategy, etc., especially studying the themes of research development management in
manufacturing, logic of new business creation, dynamic model of business model and sustainable
competitive advantage. Although she has not directly been involved in the management of a company,
she has utilized her expertise and fulfilled her roles by providing advice on management andcontributing to strengthening of supervisory function since the appointment as Director of theCompany. Therefore, we deemed that she is qualified to be a Director of the Company, and propose
her reelection as an External Director, expecting her to continue to fulfill such roles.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 2007
January 2010
April 2010

8

[New appointment][Independent][External]
Kazuo Takahashi(January 8, 1960)

Number ofshares of theCompany held

Executive Officer of Daiwa Securities SMBC Co. Ltd.
Executive Officer of Daiwa Securities Capital Markets Co. Ltd.
Executive Managing Director of Daiwa Securities CapitalMarkets Co. Ltd.
April 2012
Executive Managing Director, Member of the Board of Daiwa
Securities Co. Ltd.
April 2013
Senior Executive Managing Director, Member of the Board of
Daiwa Securities Co. Ltd.
April 2015
Senior Executive Managing Director, Member of the Board,
Head of Corporate Institution of Daiwa Securities Co. Ltd.
0
April 2017
Deputy President of Daiwa Securities Group Inc.
Deputy President, Member of the Board of Daiwa Securities Co.
Ltd.
June 2017
Director, Deputy President of Daiwa Securities Group Inc.
Deputy President, Member of the Board of Daiwa Securities Co.
Ltd.
June 2020
Deputy President of Daiwa Securities Group Inc.
Deputy President, Member of the Board of Daiwa Securities Co.
Ltd.
April 2022
Adviser of Daiwa Securities Co. Ltd.
[Reasons for nomination as candidate for External Director and expected roles]
Mr. Kazuo Takahashi 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.
We deemed that he is qualified to be a Director of the Company who will utilize his expertise andappropriately fulfill his roles by providing his advice on management and contributing tostrengthening supervisory functions. Therefore, we propose his election as an External Director.
Daiwa Securities Co. Ltd., where he has served in the past, is one of several brokerage lead managersof the Company. As the amount of remuneration, etc. received by the said company throughtransactions with the Company, including the amount of remuneration, etc. regarding underwriting
work of the Company’s bonds, was a small amount of around 1.8 million yen over the past three
years, we deemed that there is no risk of a conflict of interest with general shareholders, and he isqualified to fulfill the role of External Director, with whom shareholders entrust responsibility froman independent standpoint.

(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. Matters regarding the candidates for External Directors are as follows.
(1) Messrs. Naofumi Masuda, Kodo Yamazaki, Ms. Kazumi Nishino, and Mr. Kazuo Takahashi are candidates forExternal Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act. The Company has submitted independent director notification forms to Tokyo Stock Exchange,
Inc. to appoint each of the candidates as Independent Directors.
(2) As of the conclusion of this General Meeting of Shareholders, Messrs. Naofumi Masuda and Kodo Yamazaki will
have served as External Director of the Company for three years.
(3) As of the conclusion of this General Meeting of Shareholders, Ms. Kazumi Nishino will have served as External
Director of the Company for one year.
(4) Mr. Kazuo Takahashi is scheduled to assume the position of Outside Board Member (Audit and Supervisory
Committee Member) of Paramount Bed Holdings Co., Ltd. in June 2023.
3. If Messrs. Naofumi Masuda, Kodo Yamazaki, Ms. Kazumi Nishino, and Mr. Kazuo Takahashi are elected, theCompany plans to conclude or continue an agreement with them to limit their liability pursuant to Article 423,
Paragraph 1 of the Companies Act, to the minimum amount of liability stipulated in Article 425, Paragraph 1 of thesame Act.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company, which
will cover damages that the insured may be held liable for as a result of assuming responsibilities for the execution of
their duties or receiving claims related to the pursuit of such responsibilities. All of the candidates for Director will be
designated as the insured under such contract. The Company plans to renew the contract with the same contents at thetime of the next renewal.

-9-For reference: Skills matrix for Board of Directors and Audit and Supervisory Board (if approved as
proposed)
Organ

Board ofDirectors

Audit andSupervisory
Board

R&D /
Production

Sales /
Marketing

Finance /Accounting〇〇

Legal /
Risk
Management

Name

Management

Internationality

ShotaroMiyazaki〇〇Toshiyuki
Nagano〇〇Tatsuaki
Aiba〇

Haruyuki
Shiraishi〇

NaofumiMasuda〇Kodo
Yamazaki〇〇〇Kazumi
Nishino

〇

〇

〇

Kazuo
Takahashi

〇

〇

〇

Akio
Komura〇Jinei
Yamaguchi

〇

〇

〇

Jiro
Nakashima

〇

〇

〇

〇
〇

〇

〇

〇

〇
〇

〇

〇
〇
〇

- 10 -〇

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

The effectiveness of the appointment of Mr. Yoshinori Hosoya as a substitute Audit & Supervisory Board
Member will expire upon the convocation of this General Meeting of Shareholders. The Company therefore
requests the election of 1 Substitute Audit & Supervisory Board Member to prepare for a contingency inwhich the number of Audit & Supervisory Board Members falls short of that prescribed by laws andregulations (including the contingency in which the number of External Audit & Supervisory Board
Members falls below 50% of the total number of Audit & Supervisory Board Members).
The election in this proposal will be effective until the start of the Annual General Meeting of
Shareholders pertaining to the last fiscal year concluding within 4 years following the resolution.
In addition, the Company has received the consent of the candidate to be appointed as an Audit &Supervisory Board Member in the event that an Audit & Supervisory Board Member retires during his or her
term of office, and the number of Audit & Supervisory Board Members fall short of that stipulated by laws
and regulations.
This proposal has gained the consent of the Audit & Supervisory Board.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1971
April 1971
August 1975
September 1976
January 2002
January 2004
June 2009

Yoshinori Hosoya(April 9, 1945)

Registered as attorney-at-law

Number ofshares of theCompany held

Ishii Law OfficeGraham & James (San Francisco, U.S.A.)
Partner at Konaka Toyama & Hosoya
Partner at Jones Day Showa
Partner at Keiwa Sogo Law Offices (to present)0
Outside Audit & Supervisory Board Member of Nissui
Corporation
External Corporate Auditor of Iwaki Co., Ltd. (to present)
June 2019[Significant concurrent positions]
Partner at Keiwa Sogo Law Offices
External Corporate Auditor of IWAKI CO., LTD.
[Reasons for nomination as candidate for Substitute Audit & Supervisory Board Member]
Although Mr. Yoshinori Hosoya has not directly been involved in the management of a company, we
deemed that he is qualified to be an Audit & Supervisory Board Member of the Company in view of
his highly specialized knowledge and extensive experience as an attorney-at-law, and propose hiselection as a Substitute External Audit & Supervisory Board Member.

(Notes)1. There are no special interests between the candidate and the Company.
2. The candidate is a candidate for Substitute External Audit & Supervisory Board Member.
3. The candidate satisfies the requirements for an independent officer based on the regulations of Tokyo Stock Exchange,
Inc. If he is appointed as an External Audit & Supervisory Board Member, the Company will submit independent
officer notification forms to Tokyo Stock Exchange, Inc.
4. If the candidate is appointed as External Audit & Supervisory Board Member, the Company plans to conclude anagreement with him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act, to the minimum
amount of liability stipulated in Article 425, Paragraph 1 of the same Act.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company, which
will cover damages that the insured may be held liable for as a result of assuming responsibilities for the execution of
their duties or receiving claims related to the pursuit of such responsibilities. If Mr. Yoshinori Hosoya is appointed asExternal Audit & Supervisory Board Member, the Company plans to designate him as the insured under such contract.
END- 11 -