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 shall prevail.

To our shareholders:

Securities Code: 6432
May 2, 2022
Toshiya Takeuchi
President and Representative Director
TAKEUCHI MFG. CO., LTD.
205, Uwadaira, Sakaki-machi, Hanishina-gun, Nagano

Notice of the 60th Annual General Meeting of Shareholders
You are hereby notified of the 60th Annual General Meeting of Shareholders of TAKEUCHI MFG. CO., LTD. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet,
etc. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting
rights by 5:00 p.m. on Tuesday, May 24, 2022 (JST).
1. Date and Time: Wednesday, May 25, 2022, at 10:00 a.m. (JST) (Reception opens at 9:15 a.m.)(The venue “Santomyuze” opens its doors at 9:00 a.m. Please note that you cannot enter thebuilding before then.)
2. Venue:
Large Hall, Santomyuze (Ueda Performing Arts & Cultural Center)
3-15-15, Tenjin, Ueda-shi, Nagano(Please note that although the meeting will be held at the same venue as last year, the location
has been changed to the Large Hall.)3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 60th fiscal year (from March 1, 2021
to February 28, 2022), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 60th fiscal year (from March 1, 2021 to February 28,
2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5
Election of One Substitute Director Who Is an Audit and Supervisory Committee Member-1-

- If you attend the meeting in person, please submit the enclosed voting form at the reception desk. Please note that anyone other thana shareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person accompanying the shareholder) may notattend the meeting.
- Among the documents to be provided with this Notice of the General Meeting of Shareholders, “Notes to the Consolidated Financial
Statements” and “Notes to the Non-consolidated Financial Statements” are published online on the Company’s website,* and thus
not provided in the attached documents to this Notice of the General Meeting of Shareholders, in accordance with the provisions oflaws and regulations and Article 15 of the Articles of Incorporation of the Company.
Therefore, the documents attached to this Notice of the General Meeting of Shareholders make up only a part of what was audited
for the Consolidated Financial Statements and the Non-consolidated Financial Statements by the Financial Auditor and the Audit andSupervisory Committee in the course of preparation of their audit report.
- If any changes are made to items in the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements or the Non-consolidated Financial Statements, such changes will be posted on the Company’s
website.*- This convocation notice of Annual General Meeting of Shareholders is disclosed on the Company’s website* prior to it being sentout by postal mail from the standpoint of providing information contained therein at an early stage.
*The Company’s website (https://www.takeuchi-mfg.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company regards the return of profit to its shareholders as one of its key management priorities. It maintains abasic policy of paying stable dividends on a continual basis while securing internal reserves necessary for putting theCompany on a firmer footing and preparing for future business development.
In line with the aforementioned policy, the Company proposes to pay year-end dividends for the fiscal year as follows:- Type of dividend property
To be paid in cash.
- Allotment of dividend property and aggregate amount thereof
The Company proposes to pay a dividend of ¥68 per common share of the Company.
In this event, the total dividends will be ¥3,246,665,304.
- Effective date of dividends of surplus
The effective date of dividends will be May 26, 2022.

-3-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for the Proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 15, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 15, paragraph 2 in “Proposed amendments” below will establish the provision to limit the scope of
the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Provision for documents for AGM to be disclosed on the Internet (Article 15 of
the current Articles of Incorporation) will no longer be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Content of Amendments
Details of the proposed amendments are as follows:
Current Articles of Incorporation(Provision for documents for AGM to be disclosed on theInternet)
Article 15
In convening the General Meeting of Shareholders, theCompany may disclose relevant information in reference
documents, business reports, financial statements andconsolidated financial statements by using the Internet inaccordance with Ordinances passed by the Ministry of Justiceand in so doing the information will be deemed to have been
provided to the shareholders.
(Newly established)(Underlining denotes change)
Proposed amendments(Deleted)(Measures, etc. for providing information in electronic format)
Article 15
1. In convening the General Meeting of Shareholders, theCompany shall take measures for providing informationthat constitutes the content of reference documents, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-4-Current Articles of Incorporation
Supplementary Provisions(Newly established)

Proposed amendments
Supplementary Provisions(Transitional measures for providing informational materials for
AGM in electronic format)
3. The amendment to the Articles of Incorporation pertaining
to Article 15 shall be effective from September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
4. Notwithstanding the provision of the preceding paragraph,
Article 15 of the Articles of Incorporation (Provision for
documents for AGM to be disclosed on the Internet) shallremain effective regarding any general meeting ofshareholders held on a date within six months from theDate of Enforcement.
5. Paragraphs 3 to 5 of these Supplementary Provisions shallbe deleted on the date when six months have elapsed fromthe Date of Enforcement or three months have elapsed
from the date of the general meeting of shareholders in thepreceding paragraph, whichever is later.

-5-

Proposal No. 3

Election of Six Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of six Directors.
This proposal was reviewed by the Audit and Supervisory Committee, after being discussed by the Nomination
Advisory Committee, and the committee did not find any matters requiring special mention.
The candidates for Director are as follows:
Candidate
No.

Name

1

Akio Takeuchi
Reelection

2

Toshiya Takeuchi
Reelection

3

Takahiko Watanabe
Reelection

4

Clay Eubanks
Reelection

Current position and responsibility in the Company
Chairman and Representative Director
President and Representative Director
Responsible for Auditing Office, Head Office Factory, Togura
Factory, and Production Engineering Department
Director and General Manager of Production Control &Purchasing Department
Responsible for Quality Department
Director and General Manager of Sales and Parts Departments

Attendance atBoard of Directors
meetings (*)
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)

Director and General Manager of Business Management and
16/16
General Affairs Departments(100%)
Responsible for Information System Department
Hiroshi Yokoyama
Director and General Manager of Design & Development
16/16
6
Reelection
Department(100%)* In addition to the number of Board of Directors meetings above, one resolution was adopted in writing, which is regarded as having
been resolved by the Board of Directors pursuant to Article 370 of the Companies Act and Article 27 of the Articles of Incorporationof the Company.
5

Osamu Kobayashi
Reelection-6-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Aug. 1963

1

2

Number of theCompany’s shares
owned

Established the Company as President andRepresentative Director
May 2019
Chairman and Representative Director (current
position)
Akio Takeuchi(Significant concurrent positions outside the Company)
0 shares(November 3, 1933)
Director and Chairman of Takeuchi Mfg. (U.S.) Ltd.
Reelection
Director and President of Takeuchi Mfg. (U.K.) Ltd.
Director and President of Takeuchi France S.A.S.
Chairman of Takeuchi Qingdao Mfg. Co., Ltd.
Representative Director of Takeuchi Scholarship Foundation[Reasons for nomination as candidate for Director]
Since establishing the Company in 1963, Akio Takeuchi has a record of achievement in developing and growing theCompany for many years as its founder, and possesses excellent management skills based on many years of experienceand ample achievements in corporate management. As the Company expects him to draw on the ample experience,
record of achievement, and knowledge he has gained thus far to fulfill a decision-making and supervisory role inmanagement, it nominated him as a candidate for Director.
Apr. 1985
Joined the Company
May 2004
Director and General Manager of Murakami
Factory
May 2008
Director and Vice President
May 2011
Director and Vice President supervising
Production, Quality, and Procurement
Departments
May 2014
Director and Vice President
May 2016
Director and Vice President responsible for
Production, Research & Development, andQuality Departments
May 2017
Director and Vice President
May 2018
Director and Vice President responsible for
Production, Quality, General Affairs, Business
Management, and Information System
Toshiya Takeuchi
Departments(January 9, 1963)
2,655,703 shares
May 2019
President and Representative Director
Reelection
responsible for Auditing Office, Sales
Department, Head Office Factory, and Togura
Factory
May 2020
President and Representative Director
responsible for Auditing Office, Head Office
Factory, and Togura Factory
June 2021
President and Representative Director
responsible for Auditing Office, Head Office
Factory, Togura Factory, and Production
Engineering Department (current position)(Significant concurrent positions outside the Company)
Director of Takeuchi Mfg. (U.S.) Ltd.
Director of Takeuchi Mfg. (U.K.) Ltd.
Director of Takeuchi France S.A.S.
Director of Takeuchi Qingdao Mfg. Co., Ltd.
[Reasons for nomination as candidate for Director]
Toshiya Takeuchi has led the strengthening of production and quality, mainly in the production departments. Following
his appointment as President and Representative Director in May 2019, he delivered strong leadership amid anuncertain business environment due to challenges such as the COVID-19 pandemic, determinedly working to resolve
management issues and achieving strong results. As the Company expects him to draw on this experience, record ofachievement, and knowledge to fulfill a decision-making and supervisory role in management, it nominated him as a
candidate for Director.

-7-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2006
May 2016

3

4

Number of theCompany’s shares
ownedJoined the Company
Executive Officer and General Manager of
Production Control & Purchasing Department
June 2016
Executive Officer and General Manager ofPurchasing Department
May 2018
Director and General Manager of Purchasing
Takahiko Watanabe
Department responsible for Production Control(April 28, 1960)
2,105 shares
Department
Reelection
May 2019
Director and General Manager of Purchasing
Department responsible for Quality andProduction Control Departments
June 2021
Director and General Manager of Production
Control & Purchasing Department responsible
for Quality Department (current position)[Reasons for nomination as candidate for Director]
Since joining the Company in 2006, Takahiko Watanabe has worked in the procurement departments throughout his
career, has dedicated his efforts to and has a record of achievement in consistently procuring fair-quality components at
optimum price, contributing greatly to the improvement of the Company’s business performance. As the Company
expects him to draw on this experience, record of achievement, and knowledge to fulfill a decision-making andsupervisory role in management, it nominated him as a candidate for Director.
Sept. 1984
Joined Takeuchi Mfg. (U.S.) Ltd.
Central Region Sales Manager
Jan. 2000
Vice President and General Manager
Jan. 2003
Director and President
May 2018
Managing Executive Officer of the Company
May 2019
Director responsible for Global Sales
Clay Eubanks(November 16, 1964)
Promotion
1,050 shares
Reelection
May 2020
Director and General Manager of Sales
Department responsible for Parts Department
May 2021
Director and General Manager of Sales andParts Departments (current position)(Significant concurrent positions outside the Company)
Director and Vice Chairman of Takeuchi Mfg. (U.S.) Ltd.
[Reasons for nomination as candidate for Director]
As President of the Company’s U.S. sales subsidiary, and since 2019 as Director responsible for the Sales Departmentof the Company, Clay Eubanks has been greatly contributing to developing markets and expanding sales. As theCompany expects him to draw on this experience, record of achievement, and knowledge to fulfill a decision-making
and supervisory role in management, in addition to being able to ensure the internationality and diversity of the Boardof Directors, it nominated him as a candidate for Director.

-8-

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 2015

5

6

Notes:

1.
2.

3.
4.

Number of theCompany’s shares
ownedJoined the Company, General Manager ofInternal Auditing Office
June 2016
General Manager of Production Control
Department
May 2017
General Manager of Business Management
Department
May 2018
Executive Officer and General Manager ofOsamu Kobayashi
Business Management Department(May 14, 1959)
1,514 shares
May 2019
Director and General Manager of Business
Reelection
Management Department responsible forGeneral Affairs and Information System
Departments
Jan. 2021
Director and General Manager of Business
Management and General Affairs Departments
responsible for Information System Department(current position)[Reasons for nomination as candidate for Director]
Osamu Kobayashi possesses business experience from his previous work as a director in charge of the administrative
departments at a listed company, and since joining the Company in 2015, he has served as General Manager of theInternal Auditing Office, Production Control Department, Business Management Department, and General Affairs
Department, contributing greatly to the development of the Company’s management structure. As the Company expects
him to draw on this experience, record of achievement, and knowledge to fulfill a decision-making and supervisory rolein management, it nominated him as a candidate for Director.
Apr. 1985
Joined the Company
May 2016
General Manager of Design & Development
Department
Hiroshi Yokoyama(January 17, 1962)
29,288 shares
May 2018
Executive Officer and General Manager ofReelection
Design & Development Department
May 2020
Director and General Manager of Design &Development Department (current position)[Reasons for nomination as candidate for Director]
Since joining the Company in 1985, Hiroshi Yokoyama has worked in the Design & Development Department
throughout his career, and is currently managing the promotion of development projects for various new products andcontinuing to release new products into the market in a timely manner as General Manager of the Design &Development Department, contributing greatly to the improvement of the Company’s business performance. As theCompany expects him to draw on this experience, record of achievement, and knowledge to fulfill a decision-making
and supervisory role in management, it nominated him as a candidate for Director.
There is no special interest between any of the candidates and the Company.
The number of the Company’s shares held by candidate for Director Akio Takeuchi is stated above as 0 shares. The
Company was informed that, effective January 31, 2017, the 2,702,100 shares of the Company previously held by Mr.
Takeuchi were donated to the Takeuchi Scholarship Foundation, of which he is the Representative Director.
The number of the Company’s shares held by each candidate includes the shares held through the Officer’s Shareholding
Association, with fractional shares rounded down.
The Company has entered into a directors and officers liability insurance policy with an insurance company as provided
for in Article 430-3, paragraph 1 of the Companies Act. The policy covers losses borne by the insureds for the legally
mandated amount of indemnification and litigation expenses. Each candidate is included as an insured in the policy, andthe full amount of the insurance premiums is borne by the Company. If the election of each candidate in this proposal isapproved, they will continue to be an insured. However, there are certain reasons for coverage exclusions in the policy;
for example, losses arising from claims for damages due to illegal acts committed by an insured are not covered. Whenthe policy is renewed, the Company plans to renew the policy with the same terms.

-9-Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of three Directors who are Audit andSupervisory Committee Members.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

Current position and responsibility in the
Company

Attendance atBoard of Directors
meetings (*)

Attendance atBoard of Audit
and Supervisory
Committee
meetings

Minoru Kusama
Reelection
Outside Director, Full-time Audit and
16/16
16/16
1
OutsideSupervisory Committee Member(100%)(100%)
Independent
Akihiko Kobayashi
Reelection
Outside Director, Audit and Supervisory
16/16
16/16
2
OutsideCommittee Member(100%)(100%)
Independent
Michio Iwabuchi
Reelection
Outside Director, Audit and Supervisory
16/16
16/16
3
OutsideCommittee Member(100%)(100%)
Independent* In addition to the number of Board of Directors meetings above, one resolution was adopted in writing, which is regarded as having
been resolved by the Board of Directors pursuant to Article 370 of the Companies Act and Article 27 of the Articles of Incorporationof the Company.

- 10 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Oct. 2003
Mar. 2008
May 2012
May 2016

1

Number of theCompany’s shares
ownedJoined The Hachijuni Bank, Ltd.
General Manager of Chino Station-front Branch
Minoru Kusama(July 13, 1955)
General Manager of Audit Office
Reelection
2,055 shares
Full-time Auditor of the Company
OutsideOutside Director (Full-time Audit andIndependent
Supervisory Committee Member) (current
position)* Minoru Kusama is a candidate for outside Director.
[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member
and outline of expected role]
Minoru Kusama possesses considerable knowledge related to finance and accounting gained from his many years ofexperience at a bank. The Company proposes his election as an outside Director in expectation that he will continue toapply this wealth of work experience to the audit and supervision of the Company’s management, and from a neutral
position, participate in the selection of officer candidates and the determination of officer compensation. He has neverin the past been involved in the management of a company. However, the Company judges he will appropriately fulfill
his duties as an outside Director who is an Audit and Supervisory Committee Member based on the above reasons.
Mr. Kusama is currently an outside Director who is an Audit and Supervisory Committee Member of the Company, andat the conclusion of this meeting, his tenure will have been six years.
[Registration as Independent Officer]
Minoru Kusama satisfies the “Standards for Independence of Outside Directors” established by the Company and therequirements for an independent officer as provided for by Tokyo Stock Exchange, Inc. Please note that Mr. Kusama
had served in the past as a person who executed business of The Hachijuni Bank, Ltd., a bank with which the Company
does business. However, since there have been no borrowings made by the Company from The Hachijuni Bank, Ltd.
during the last three fiscal years, and since he left The Hachijuni Bank, Ltd. ten years ago, the Company deems that hemaintains sufficient independence.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Kusama has been appointed as anindependent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company plansfor his appointment as an independent officer to continue.
[Limited liability agreements with outside Director who is an Audit and Supervisory Committee Member]
Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with Minoru
Kusama to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum amountof liability for damages under this agreement is the minimum liability amount provided for in Article 425, paragraph 1of the same Act. If the reelection of Mr. Kusama is approved, the Company plans to renew the aforementioned
agreement with him.

- 11 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986

2

Number of theCompany’s shares
ownedRegistered as an attorney at law (Tokyo Bar
Association)
Joined Yoshihiro Kataoka Law Firm
June 1990
Partner of Kataoka & Kobayashi LPC (current
position)
Apr. 2007
Specially-appointed Professor of Chuo Law
Akihiko Kobayashi
School(November 29, 1959)
May 2015
Outside Director of the Company
Reelection
954 shares
Apr. 2016
Professor of Chuo Law School (current
Outsideposition)Independent
May 2016
Outside Director (Audit and Supervisory
Committee Member) of the Company (current
position)(Significant concurrent positions outside the Company)
Partner of Kataoka & Kobayashi LPC
Professor of Chuo Law School* Akihiko Kobayashi is a candidate for outside Director.
[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member
and outline of expected role]
Akihiko Kobayashi possesses abundant experience and deep insight as an attorney at law, as well as achievements as alaw school professor. The Company proposes his election as an outside Director in expectation that he will continue toapply this knowledge to the audit and supervision of the Company’s management, and from a neutral position,
participate in the selection of officer candidates and the determination of officer compensation. He has never in the past
been involved in the management of a company. However, the Company judges he will appropriately fulfill his duties
as an outside Director who is an Audit and Supervisory Committee Member based on the above reasons.
Mr. Kobayashi is currently an outside Director who is an Audit and Supervisory Committee Member of the Company,
and at the conclusion of this meeting, his tenure will have been seven years (including one year as an outside Auditor
prior to transitioning to a company with an Audit and Supervisory Committee).
[Registration as Independent Officer]
Akihiko Kobayashi satisfies the “Standards for Independence of Outside Directors” established by the Company andthe requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc. In addition, the Company
does not engage in business transactions with Mr. Kobayashi or with any organization or group he belongs to.
Accordingly, the Company deems that he maintains sufficient independence.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Kobayashi has been appointed as anindependent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company plansfor his appointment as an independent officer to continue.
[Limited liability agreements with outside Director who is an Audit and Supervisory Committee Member]
Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with Akihiko
Kobayashi to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum
amount of liability for damages under this agreement is the minimum liability amount provided for in Article 425,
paragraph 1 of the same Act. If the reelection of Mr. Kobayashi is approved, the Company plans to renew the
aforementioned agreement with him.

- 12 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 1979

3

Notes:

Number of theCompany’s shares
ownedJoined Coopers & Lybrand (later Chuo Audit
Corporation)
Aug. 1983
Registered as a certified public accountant
Sept. 1984
Joined Chuo Audit Corporation (later Chuo
Shinko Audit Corporation)
Aug. 1992
Partner of Chuo Shinko Audit Corporation(later MISUZU Audit Corporation)
July 2007
Senior Partner of Ernst & Young ShinNihon(current Ernst & Young ShinNihon LLC)
July 2017
Principal of Michio Iwabuchi Certified Public
Accountant Office (current position)
May 2018
Outside Director (Audit and Supervisory
Michio Iwabuchi
Committee Member) of the Company (current(December 15, 1955)
position)
Reelection
605 shares
June 2018
Managing Director of Matsusho Gakuen
Outside(current position)
Independent
External Auditor of R&C Holdings Co., Ltd.
(current position)
June 2020
Outside Corporate Auditor of KISSEIPHARMACEUTICAL CO., LTD. (current
position)(Significant concurrent positions outside the Company)
Managing Director of Matsusho Gakuen
External Auditor of R&C Holdings Co., Ltd.
Outside Corporate Auditor of KISSEI PHARMACEUTICAL
CO., LTD.
Principal of Michio Iwabuchi Certified Public Accountant
Office* Michio Iwabuchi is a candidate for outside Director.
[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member
and outline of expected role]
Michio Iwabuchi possesses specialized knowledge related to finance and accounting as a certified public accountant.
The Company proposes his election as an outside Director in expectation that he will continue to apply this knowledge
to the audit and supervision of the Company’s management, and from a neutral position, participate in the selection of
officer candidates and the determination of officer compensation. He has never in the past been involved in the
management of a company. However, the Company judges he will appropriately fulfill his duties as an outside Director
who is an Audit and Supervisory Committee Member based on the above reasons.
Mr. Iwabuchi is currently an outside Director who is an Audit and Supervisory Committee Member of the Company,
and at the conclusion of this meeting, his tenure will have been four years.
[Registration as Independent Officer]
Michio Iwabuchi satisfies the “Standards for Independence of Outside Directors” established by the Company and therequirements for an independent officer as provided for by Tokyo Stock Exchange, Inc. In addition, the Company does
not engage in business transactions with Mr. Iwabuchi or with any organization or group he belongs to. Accordingly, theCompany deems that he maintains sufficient independence.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Iwabuchi has been appointed as anindependent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company plansfor his appointment as an independent officer to continue.
[Limited liability agreements with outside Director who is an Audit and Supervisory Committee Member]
Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with Michio
Iwabuchi to limit his liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum amountof liability for damages under this agreement is the minimum liability amount provided for in Article 425, paragraph 1of the same Act. If the reelection of Mr. Iwabuchi is approved, the Company plans to renew the aforementioned
agreement with him.
1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided
for in Article 430-3, paragraph 1 of the Companies Act. The policy covers losses borne by the insureds for the legally
mandated amount of indemnification and litigation expenses. Each candidate is included as an insured in the policy, and- 13 -

the full amount of the insurance premiums is borne by the Company. If the election of each candidate in this proposal isapproved, they will continue to be an insured. However, there are certain reasons for coverage exclusions in the policy;
for example, losses arising from claims for damages due to illegal acts committed by an insured are not covered. Whenthe policy is renewed, the Company plans to renew the policy with the same terms.

- 14 -

Proposal No. 5

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The Company requests approval for the election of one substitute Director who is an Audit and Supervisory
Committee Member to be ready to fill a vacant position should the number of Directors who are Audit andSupervisory Committee Members fall below the number required by laws and regulations.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name (Date of birth)

Career summary, position and responsibility in the Company, and significant
concurrent positions outside the Company
Apr. 1994

Number of theCompany’s shares
ownedRegistered as an attorney at law (Tokyo Bar Association)
Joined Kataoka & Kobayashi LPC
July 2004
Principal of Uchiyama Yoshitaka Law Office (current
Yoshitaka Uchiyama
position)(August 7, 1965)
Mar. 2013
Outside Director of Central Servicer Corporation (current
0 shares
Outsideposition)Independent(Significant concurrent positions outside the Company)
Principal of Uchiyama Yoshitaka Law OfficeOutside Director of Central Servicer Corporation* Yoshitaka Uchiyama is a candidate for a substitute outside Director.
[Reasons for nomination as a candidate for substitute outside Director who is an Audit and Supervisory Committee Member
and outline of expected role]
Yoshitaka Uchiyama possesses abundant experience as an attorney at law and is familiar with corporate legal affairs as well as civil
and commercial law in general. He also has experience as an outside director of a company. The Company proposes his election as a
substitute outside Director who is an Audit and Supervisory Committee Member in expectation that he will apply this knowledge tothe audit and supervision of the Company’s management, and from a neutral position, participate in the selection of officer
candidates and the determination of officer compensation. He has never in the past been involved in the management of a company
except as an outside director. However, the Company judges he will appropriately fulfill his duties as an outside Director who is an
Audit and Supervisory Committee Member based on the above reasons.
[Registration as Independent Officer]
Yoshitaka Uchiyama satisfies the “Standards for Independence of Outside Directors” established by the Company and therequirements for an independent officer as provided for by Tokyo Stock Exchange, Inc. The Company engages in transactions
including commission of legal services with Uchiyama Yoshitaka Law Office, of which Mr. Uchiyama is the Principal. However, thetransaction amount in the fiscal year under review was a small amount of less than ¥500 thousand. Accordingly, the Company deems
that he maintains sufficient independence.
If the election of Mr. Uchiyama is approved, in the event of his assuming the office of Director who is an Audit and Supervisory
Committee Member, the Company plans to submit notification to Tokyo Stock Exchange, Inc., concerning his appointment as anindependent officer as provided for by the aforementioned exchange.
[Limited liability agreements with Director who is an Audit and Supervisory Committee Member]If the election of Yoshitaka Uchiyama is approved, and if he assumes the office of Director who is an Audit and Supervisory
Committee Member, pursuant to Article 427, paragraph 1 of the Companies Act, the Company plans to enter into an agreement with
him to limit his liability for damages under Article 423, paragraph 1 of the same Act. Pursuant to this agreement, the defined
maximum amount of liability for damages is the minimum liability amount provided for under Article 425, paragraph 1 of the same
Act.
Notes: 1. There is no special interest between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided
for in Article 430-3, paragraph 1 of the Companies Act. The policy covers losses borne by the insureds for the legally
mandated amount of indemnification and litigation expenses. If Yoshitaka Uchiyama assumes the office of Director who
is an Audit and Supervisory Committee Member, he will be insured under the policy, and the Company plans to bear thefull amount of the insurance premiums. However, there are certain reasons for coverage exclusions in the policy; forexample, losses arising from claims for damages due to illegal acts committed by an insured are not covered. When thepolicy is renewed, the Company plans to renew the policy with the same terms.

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(Reference) Composition of the Board of Directors
The following table shows the composition of the Board of Directors and has been produced on the assumption that
Proposal No. 3 and Proposal No. 4 for this General Meeting of Shareholders will be approved as originally proposed.

Name

Position

OutsideBusiness
Management/
Strategy

Research&
Development

Sales/
Marketing

Production/
Procurement/
Quality
ControlInternational
PerLegal/ Finance/
spective
Com- Account/Overing
plianceseas
Experience

Chairman and●●●●
Representative Director
President and
●
●
●
●
●
●
Toshiya Takeuchi
Representative Director
Director and General
TakahikoManager of Production●
WatanabeControl & Purchasing
Department
Director and General●●
Clay Eubanks
Manager of Sales and Parts
Departments
Director and General
Manager of Business●●●
Osamu Kobayashi
Management and General
Affairs Departments
Director and General●●
Manager of Design &Hiroshi Yokoyama
Development Department
Director and Full-time●●●
Minoru Kusama
Audit and Supervisory
Committee Member
Director and Audit andAkihiko●●Supervisory Committee
Kobayashi
MemberDirector and Audit and●●●Supervisory Committee
Michio Iwabuchi
Member* The above table shows the areas where the Company expects Directors to be most active and does not represent all the areas in which
the Directors have knowledge.
Akio Takeuchi- 16 -

(Reference)

Standards for Independence of Outside Directors of TAKEUCHI MFG. CO., LTD.

The Company has determined the following “Standards for Independence of Outside Directors” taking into accountthe independence standards established by Tokyo Stock Exchange, Inc., and judges that an outside Director or acandidate for outside Director is sufficiently independent if none of the following items applies to the individual:
1. A person who is currently or was in the past ten years a Director (excluding outside Director), Auditor (excluding
outside Auditor), Executive Officer or any other employee of the Company or a subsidiary of the Company.
2. A person who currently falls under or in the past three years fell under any of the following (1) to (10):(1) A party whose major client is the Company (*1) or an executive thereof(2) A major client of the Company (*2) or an executive thereof(3) A major lender (*3) of the Company or an executive thereof(4) A consultant, accountant, legal or other professional who receives a large amount of monetaryconsideration (*4) or other property from the Company in addition to compensation as an officer(5) A party belonging to the auditing firm that is the Financial Auditor of the Company(6) An executive of the lead managing underwriter of the Company(7) A major shareholder (*5) of the Company or an executive thereof(8) An executive of a company of which the Company is a major shareholder (*5)(9) A recipient of substantial donations, etc. (*6) from the Company or an executive thereof(10) An executive of a company involved in mutual dispatch to and from the Company
3. A spouse or relative within the second degree of kinship of a person who currently falls under or in the past one
year fell under the following (1) or (2):(1) Director (excluding outside Director), Auditor (excluding outside Auditor), Executive Officer or any other
employee of the Company or a subsidiary of the Company(2) A person who falls under any of the above 2.-(1) to 2.-(10), who is also an important person (*7)
*1: “A party whose major client is the Company” refers to a party for which the transaction amount with theCompany has exceeded 2% of the party’s net sales in any of its last three fiscal years.
*2: “A major client of the Company” refers to a party from which the transaction amount with the Company has
exceeded 2% of the Company’s net sales in any of the last three fiscal years.
*3: “Major lender” refers to one which has lent the Company an amount equivalent to over 2% of the Company’s
total assets in any of the last three fiscal years.
*4: “Large amount of monetary consideration” refers to amounts that have exceeded ¥10 million annually in any ofthe last three fiscal years.
*5: “Major shareholder” refers to a shareholder whose ownership ratio of voting rights is 10% or higher.
*6: “Substantial donations, etc.” refers to amounts that has exceeded ¥10 million annually in any of the last threefiscal years.
*7: “Important person” refers to an employee that holds a senior management position such as executive director,
executive, executive officer, general manager or above.

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