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
Date mailed: May 7, 2024
Start date of electronic provision measures: April 24, 2024
To our shareholders:Toshiya Takeuchi, President and Representative Director
TAKEUCHI MFG. CO., LTD.
205, Uwadaira, Sakaki-machi, Hanishina-gun, Nagano

Notice of the 62nd Annual General Meeting of Shareholders
You are hereby notified of the 62nd Annual General Meeting of Shareholders of TAKEUCHI MFG. CO., LTD. (the“Company”), which will be held as indicated below.
When convening the General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the following websites. Please access either of those websites by using the Internet address shown
below to review the information.
This convocation notice has been sent to all shareholders who have requested the delivery of paper-based
documents in accordance with laws and regulations and the Articles of Incorporation.
Company website
https://www.takeuchi-mfg.co.jp/ir/event/event_03.html (in Japanese)
Website listing materials for the General Meeting of Shareholders
https://d.sokai.jp/6432/teiji/ (in Japanese)
Tokyo Stock Exchange, Inc.’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the TSE website above, enter and search for “TAKEUCHI MFG” under “Issue name (company
name)” or “6432” under “Code,” and select “Basic Information” and “Documents for public inspection/PR
Information” to access the information.)
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights
by 5:00 p.m. on Tuesday, May 28, 2024 (JST).
1. Date and Time: Wednesday, May 29, 2024, 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
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 62nd fiscal year (from March 1,2023 to February 29, 2024), 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 62nd fiscal year (from March 1, 2023 to February 29,
2024)

-1-

Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Election of One Substitute Director Who Is an Audit and Supervisory Committee
Member- If you attend the meeting in person, please submit the voting form at the reception desk. Please note that anyone other than ashareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person accompanying the shareholder) may notattend the meeting.
- Among the matters subject to measures for electronic provision, “Notes to the Consolidated Financial Statements” and “Notes to
the Non-Consolidated Financial Statements” are not included in this convocation notice in accordance with laws and regulations
and Article 15, paragraph 2 of the Company’s Articles of Incorporation.
Therefore, this convocation notice makes up only a part of what was audited for the Consolidated Financial Statements and theNon-consolidated Financial Statements by the Financial Auditor and the Audit and Supervisory Committee in the course of
preparation of their audit report.
- If the matters subject to measures for electronic provision are revised, a notice of the revisions and the details of the matters before
and after the revisions will be posted on the websites listed on page 1.

-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
the Company on a firmer footing and preparing for future business development with a target consolidated
dividend payout of 30%.
In line with the aforementioned policy, the Company proposes to pay a year-end dividend 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 an ordinary dividend of ¥153 per common share of the Company, plus acommemorative dividend of ¥5 per share to celebrate the 60th anniversary of the Company’s founding, for a
total dividend of ¥158 per share.
In this event, the total dividends will be ¥7,543,710,790.
- Effective date of dividends of surplus
The effective date of dividends will be May 30, 2024.

-3-

Proposal No. 2

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.
The candidates for Director are as follows.
Nominations of candidates for Directors are decided by the Board of Directors following a report from theNominating Advisory Committee. This proposal was reviewed by the Audit and Supervisory Committee and thecommittee did not find any matters requiring special mention.
Candidate
No.
1
2

Name
Akio Takeuchi
Reelection
Toshiya Takeuchi
Reelection

Gender
Male
Male

3

Takahiko Watanabe
Reelection

Male

4

Clay Eubanks
Reelection

Male

5

Osamu Kobayashi
Reelection

Male

6

Hiroshi Yokoyama
Reelection

Male

Current position and responsibility in the
Company
Chairman and Representative Director
President and Representative Director
Responsible for Auditing OfficeDirector and General Manager of Production
Control & Purchasing Department
Responsible for Quality Department and Togura
Factory
Director and General Manager of Sales and After
Sales Support Departments
Director and General Manager of Business
Management Department
Responsible for General Affairs, Human
Resources and Information System Departments
Director and General Manager of Design &Development Department 1
Responsible for Design & Development
Department 2, Head Office Factory, Aoki Factory,
and Production Engineering Department-4-

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

16/16(100%)

Candidate
No.

Name/Gender (Date of birth)

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

1

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)Male
0 sharesDirector and Chairman of Takeuchi Mfg. (U.S.) Ltd.
(November 3, 1933)
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.

-5-Candidate
No.

Name/Gender (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
May 2004

2

Number of theCompany’s shares
ownedJoined the Company
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
Departments
Toshiya Takeuchi
May 2019
President and Representative Director
Male2,655,925 shares
responsible for Auditing Office, Sales(January 9, 1963)
Department, Head Office Factory, and Togura
Reelection
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
May 2022
President and Representative Director
responsible for Auditing Office (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, determinedly working to resolve management issues and achieving strong results. He
has also led the formulation of the medium-term management plan, and promotes the expansion and enhancement ofbusiness. As the Company 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.

-6-

Candidate
No.

Name/Gender (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
Department responsible for Production Control
Department
Takahiko Watanabe
Male
May 2019
Director and General Manager of Purchasing
2,960 shares(April 28, 1960)
Department responsible for Quality andReelection
Production Control Departments
June 2021
Director and General Manager of Production
Control & Purchasing Department responsible
for Quality Department
May 2022
Director and General Manager of Production
Control & Purchasing Department responsible
for Quality Department and Togura Factory(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
Promotion
Clay Eubanks
Male
May 2020
Director and General Manager of Sales
3,223 shares(November 16, 1964)
Department responsible for Parts Department
Reelection
May 2021
Director and General Manager of Sales andParts Departments
Mar. 2023
Director and General Manager of Sales andAfter Sales Support 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.

-7-

Candidate
No.

Name/Gender (Date of birth)

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

5

6

Notes:

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 ofBusiness Management Department
Osamu Kobayashi
May 2019
Director and General Manager of Business
Male
Management Department responsible for
2,345 shares(May 14, 1959)
General Affairs and Information System
Reelection
Departments
Jan. 2021
Director and General Manager of Business
Management and General Affairs Departments
responsible for Information System Department
Jan. 2023
Director and General Manager of Business
Management Department responsible forGeneral Affairs, Human Resources andInformation System Departments (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
May 2018
Executive Officer and General Manager of
Design & Development Department
May 2020
Director and General Manager of Design &Development Department
Hiroshi Yokoyama
June 2022
Director and General Manager of Design &Male29,689 shares
Development Department 1 responsible for(January 17, 1962)
Design & Development Department 2, Head
Reelection
Office Factory and Production Engineering
Department
June 2023
Director and General Manager of Design &Development Department 1 responsible for
Design & Development Department 2, Head
Office Factory, Aoki Factory, and Production
Engineering 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 Director responsible for 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.
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.

-8-4. 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. 3

Election of Four Directors Who Are Audit and Supervisory Committee Members

Out of four Directors who are Audit and Supervisory Committee Members, the terms of office of three Directors,
Minoru Kusama, Akihiko Kobayashi, and Michio Iwabuchi will expire at the conclusion of this meeting. In orderto strengthen the auditing and supervisory system of management and to enhance corporate value over the medium
to long term, the Company requests the election of four Directors who are members of the Audit and Supervisory
Committee, increasing their number by one.
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.
If this proposal is approved, the number of Directors who are Audit and Supervisory Committee Members will befive at the conclusion of this meeting.

Candidate
No.

1

2

3

4

Name

Minoru Kusama
Reelection
Akihiko Kobayashi
Reelection
OutsideIndependent
Michio Iwabuchi
Reelection
OutsideIndependent
Eiko Ori
New election
OutsideIndependent

GenderCurrent position and responsibility in
the Company

Attendance atBoard ofDirectors
meetings

Male

Outside Director, Full-time Audit andSupervisory Committee Member

16/16(100%)

Attendance atBoard ofAudit andSupervisory
Committee
meetings
16/16(100%)

Male

Outside Director, Audit andSupervisory Committee Member

16/16(100%)

16/16(100%)

Male

Outside Director, Audit andSupervisory Committee Member

16/16(100%)

16/16(100%)

Female---- 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
General Manager of Audit OfficeMale2,679 shares
Full-time Auditor of the Company(July 13, 1955)
Outside Director (Full-time Audit andReelection
Supervisory Committee Member) (current
position)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
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 a Director in expectation that he will continue to apply thiswealth 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.
Mr. Kusama has served as an outside Director of the Company for many years and has a good understanding of theCompany from an outside perspective. The Company expects him to continue to support the Company as an internal
Director.
[Limited liability agreements with 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

Registered 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
SchoolMale
May 2015
Outside Director of the Company(November 29, 1959)
Reelection
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.

Number of theCompany’s shares
owned

Apr. 1986

2

1,311 shares[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 nine years (including one year as an outside Director
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

Joined 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
Maleposition)(December 15, 1955)
Reelection
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.

Number of theCompany’s shares
owned

948 shares[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 six 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.

- 13 -

Candidate
No.

Name (Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2000

4

Notes:

Registered as an attorney at law (Nagano
Prefecture Bar Association)
Joined Nakayama Law Office
Oct. 2002
Principal of Kanda Law Office (current
position)
Apr. 2006
Lecturer of Graduate School Division of Law
of Shinshu University
Apr. 2011
Vice Chair of Nagano Prefecture Bar
Association
Apr. 2014
Civil mediation commissioner of Ueda Branch
Eiko Oriof Nagano District Court (current position)
FemaleApr. 2018
Counselor of Nagano Comprehensive Support(January 10, 1972)
Center for Occupational Health (current
New election
position)
OutsideJune 2019
Part-time Audit & Supervisory Board Member
Independentof KANETEC CO., LTD. (current position)
Apr. 2021
Director of Nagano University (current
position)
Apr. 2022
Public Service Commissioner of Nagano
Prefecture Labor Relations Commission(current position)(Significant concurrent positions outside the Company)
Principal of Kanda Law Office
Part-time Audit & Supervisory Board Member of KANETEC
CO., LTD.
* Eiko Ori is a candidate for outside Director.

Number of theCompany’s shares
owned

0 shares[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member
and outline of expected role]
Ms. Eiko Ori has served as Vice Chair of the Nagano Prefecture Bar Association, and as an attorney, she has a wealth ofexperience and deep insight, especially in the areas of occupational health and safety and workplace environments, andis also active as a public committee member. The Company requests her election as an outside Director in the
expectation that she will use her knowledge to audit and supervise the Company’s management, and to provide effective
advice from a neutral standpoint on the Company’s ongoing efforts to strengthen governance and compliance andpromote human capital management.
She has never in the past been involved in the management of a company. However, the Company judges she willappropriately fulfill her duties as an outside Director who is an Audit and Supervisory Committee Member based on theabove reasons.
[Registration as Independent Officer]
Eiko Ori 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 Ms. Ori or with any organization or group she belongs to. Accordingly, theCompany deems that she maintains sufficient independence.
If the election of Ms. Ori is approved, the Company plans to submit a notification to Tokyo Stock Exchange, Inc.
concerning her appointment as an independent officer as provided for by the aforementioned exchange.
[Limited liability agreements with outside Director who is an Audit and Supervisory Committee Member]If the election of Eiko Ori is approved, pursuant to Article 427, paragraph 1 of the Companies Act, the Company plansto enter into an agreement with her to limit her 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 amountprovided for under Article 425, paragraph 1 of the same Act.
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. Of the candidates, Minoru Kusama, Akihiko Kobayashi,
and Michio Iwabuchi are included as insureds in the policy, and the full amount of the insurance premiums is borne by
the Company. Of the candidates, if the elections of Minoru Kusama, Akihiko Kobayashi, and Michio Iwabuchi areapproved, they will continue to be insured. Furthermore, of the candidates, if Eiko Ori assumes the office of Director- 14 -

who is an Audit and Supervisory Committee Member, she will be insured under the policy, and the Company plans tobear the full amount of the insurance premiums. However, there are certain reasons for coverage exclusions in thepolicy; for example, losses arising from claims for damages due to illegal acts committed by an insured are not covered.
When the policy is renewed, the Company plans to renew the policy with the same terms.

- 15 -

Proposal No. 4

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

Registered as an attorney at law (Tokyo Bar Association)
JoinedKataoka & Kobayashi LPC
Yoshitaka Uchiyama
July 2004
Principal of Uchiyama Yoshitaka Law Office (current
Maleposition)(August 7, 1965)
OutsideMar. 2013
Appointed Outside Director of Central Servicer Corporation
Independent(Significant concurrent positions outside the Company)
Principal of Uchiyama Yoshitaka Law Office* Yoshitaka Uchiyama is a candidate for a substitute outside Director.

Number of theCompany’s shares
owned

Apr. 1994

0 shares[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]
The Company engages in transactions including commission of legal services with Uchiyama Yoshitaka Law Office, of which Mr.
Uchiyama is the Principal. However, the transaction amount in the fiscal year under review was less than ¥1 million. Accordingly, hesatisfies the requirements of 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., and is judged to have sufficient
independence as an outside Director.
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 outside 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. 2 and Proposal No. 3 for this General Meeting of Shareholders will be approved as originallyproposed.

Name

Position

OutsideChairman and
Representative
Director
President andToshiya Takeuchi Representative
Director
Takahiko
Director
Watanabe
Akio Takeuchi

Clay Eubanks

Director

Osamu
Kobayashi

Director andGeneral Manager
of Business
Management
Department

HiroshiYokoyama

Director

Minoru Kusama

Akihiko
Kobayashi

Michio Iwabuchi

Yuko Miyata

Eiko Ori

Director and Fulltime Audit andSupervisory
Committee
MemberDirector and Audit
and Supervisory
Committee
MemberDirector and Audit
and Supervisory
Committee
MemberDirector and Audit
and Supervisory
Committee
MemberDirector and Audit
and Supervisory
Committee
MemberInterProducnational
Business Researchtion/
Legal/ Finance/ PerspecHuman
Manage&Sales/ ProcureSustainaCompli- Accounttive/
Resource
ment/ Develop- Marketing ment/
bilityance
ingOverseas
Strategy
StrategymentQuality
ExperiControl
ence
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

* The above table shows the areas where the Company expects Directors to be most active and does not represent all the areas inwhich the Directors have knowledge.

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(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 of the Company (*3) 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 of the Company” 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 anyof the 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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