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.

Securities Code: 6432
May 7, 2019
To our shareholders:
Akio Takeuchi
President and Representative Director
TAKEUCHI MFG. CO., LTD.
205, Uwadaira, Sakaki-machi, Hanishina-gun, Nagano

Notice of the 57th Annual General Meeting of Shareholders
You are cordially invited to attend the 57th 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 yourvoting rights by 5:00 p.m. on Tuesday, May 28, 2019 (JST).
1. Date and Time: Wednesday, May 29, 2019, 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 that. As the reception desk becomes very crowded just prior to the startingtime of the meeting, we request that you arrive a little earlier, within the time frame after thereception opens.)
2. Venue:
Small Hall, Santomyuze (Ueda Performing Arts & Cultural Center)
3-15-15, Tenjin, Ueda-shi, Nagano
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 57th fiscal year (from March 1,
2018 to February 28, 2019), and the results of audits of the Consolidated Financial Statements by theFinancial Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 57th fiscal year (from March 1, 2018 to February 28,2019)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)-1-

- If you attend the meeting in person, please submit the enclosed voting form at the reception desk. Please note that anyone otherthan a shareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person accompanying the shareholder)will not be allowed inside the venue.
- 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 theprovisions of laws 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 Auditand Supervisory 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, theNon-consolidated Financial Statements or the Consolidated Financial Statements, such changes will be posted on the Company’s
website.*- Shareholders attending the General Meeting of Shareholders will be handed a small gift from the Company as they leave. Please
note that, regardless of the number of voting forms a shareholder brings, each shareholder attending the meeting can only receive
one gift.
- This convocation notice is disclosed on the Company’s website* prior to it being sent out by postal mail from the standpoint ofproviding information contained therein at an early stage.
*The Company’s website (http://www.takeuchi-mfg.co.jp/).

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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
the Company 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 their aggregate amountThe Company proposes to pay a dividend of ¥45 per common share of the Company.
In this event, the total dividends will be ¥2,148,531,390.
- Effective date of dividends of surplus
The effective date of dividends will be May 30, 2019.

-3-Proposal No. 2

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

The terms of office of all three Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this meeting.
In that regard, the Company proposes the election of five Directors, increasing the number of Directors by two toenhance the management system.
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.

Name1

Akio Takeuchi
Reelection

Current position and responsibility in the Company
President and Representative Director

Attendance atBoard of Directors
meetings
16/16

Director and Vice President[Responsible for Production, Quality, General Affairs, Business
16/16
Management, and Information System Departments]
Takahiko Watanabe
Director and General Manager of Purchasing Department13/13
3Reelection[Responsible for the Production Control Department]
Clay Eubanks
Managing Executive Officer–
4New election[Director and President of Takeuchi Mfg. (U.S.) Ltd.]
Osamu Kobayashi
Executive Officer and General Manager of Business–5
New election
Management Department
Note: Since Takahiko Watanabe was newly appointed as Director on May 24, 2018, his record of attendance at Board of Directors
meetings is different from that of the other candidates.
2Toshiya Takeuchi
Reelection-4-Candidate
No.

Name (Date of birth)

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

12

Number of theCompany’s shares
owned

Established the Company as President andRepresentative Director (current position)(Significant concurrent positions outside the Company)
Akio Takeuchi
Director and Chairman of Takeuchi Mfg. (U.S.) Ltd.
(November 3, 1933)
0 sharesDirector and President of Takeuchi Mfg. (U.K.) Ltd.
Reelection
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 served as the President and Representative Director of theCompany and possesses excellent management skills based on many years of experience and ample achievements as acorporate manager. He has exercised strong leadership towards reinforcing the business foundation and promoting
business strategies under the First Medium-term Management Plan (FY2016-2018), and achieved great results. As theCompany expects him to draw on this experience and record of achievement to continue to fulfill a decision-makingand supervisory role in management, it again nominated him as a candidate for Director.
Apr. 1985
Joined the Company
May 2004
Director and General Manager of Murakami
FactoryMay 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 forToshiya Takeuchi
Production, Research & Development, and3,895,253 shares(January 9, 1963)
Quality Departments
Reelection
May 2017
Director and Vice President
May 2018
Director and Vice President responsible for
Production, Quality, General Affairs, Business
Management, and Information System
Departments (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 Qingdao Mfg. Co., Ltd.
[Reasons for nomination as candidate for Director]
Toshiya Takeuchi assumed the position of Director of the Company in 2004 and has been leading the strengthening ofproduction and quality, mainly in the production departments. In addition, as the General Safety and Health Manager hehas knowledge and experience on industrial safety and health measures of the Company. Going forward, as theCompany expects him to draw on this experience and record of achievement to exert strong leadership towards
achieving the goals set in the Second Medium-term Management Plan (FY2019-2021), and to continue to fulfill a
decision-making and supervisory role in management, it again nominated him as a candidate for Director.

-5-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

345Notes:

Number of theCompany’s shares
ownedJoined the Company
Executive Officer and General Manager ofPurchasing Control Department
Takahiko WatanabeJune 2016
Executive Officer and General Manager of(April 28, 1960)
324 shares
Purchasing Department
Reelection
May 2018
Director and General Manager of Purchasing
Department responsible for the Production
Control Department (current position)[Reasons for nomination as candidate for Director]
Since joining the Company in 2006, Takahiko Watanabe has worked in procurement departments throughout his career,has dedicated his efforts to consistently procuring fair-quality components at optimum price, contributing greatly to theimprovement of the Company’s business performance. As the Company expects him to draw on this experience andrecord of achievement to continue to fulfill a decision-making and supervisory role in management, it again nominatedhim as a candidate for Director.
Sept. 1984
Joined Takeuchi Mfg. (U.S.) Ltd.
Central Region Sales Manager
Jan. 2000
Vice President and General Manager
Clay Eubanks
Jan. 2003
Director and President (current position)
1,050 shares(November 16, 1964)
May 2018
Managing Executive Officer of the Company
New election(current position)(Significant concurrent positions outside the Company)
Director and President of Takeuchi Mfg. (U.S.) Ltd.
[Reasons for nomination as candidate for Director]
Since joining the Company’s U.S. sales subsidiary in 1984, Clay Eubanks has been in charge of sales departments formany years and currently as the president of this subsidiary, he is greatly contributing to opening up markets in the U.S.
and increasing market share. As the Company expects him to fulfill the role as the Director in charge of Global Sales
Promotion of the Group by drawing upon his many years of sales experience and record of achievement in managementof the Company’s subsidiary and to fulfill a decision-making and supervisory role in management, along with the facthe will bring an international viewpoint and diversity to the Board of Directors, it nominated him as a candidate forDirector.
Oct. 2015
Joined the Company, General Manager of theInternal Auditing Office
June 2016
General Manager of Production Control
Department
Osamu Kobayashi
0 shares(May 14, 1959)
May 2017
General Manager of Business Management
New election
Department
May 2018
Executive Officer and General Manager ofBusiness Management Department (currentposition)[Reasons for nomination as candidate for Director]
Osamu Kobayashi possesses business experience and knowledge from his previous work as a director in charge ofadministrative departments at a listed company, and since joining the Company in 2015, he has served as General
Manager of the Internal Auditing Office, Production Control Department, and Business Management Department,contributing greatly to the development of the Company’s management structure. As the Company expects him to draw
on this experience and record of achievement to fulfill a decision-making and supervisory role in management, it
nominated him as a candidate for Director.
1. There is no special interest between any of the candidates and the Company.
2. 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.
3. 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.

-6-(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 theCompany.
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 Accounting 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 has 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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