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
April 30, 2021
To our shareholders:Toshiya Takeuchi
President and Representative Director
TAKEUCHI MFG. CO., LTD.
205, Uwadaira, Sakaki-machi, Hanishina-gun, Nagano

Notice of the 59th Annual General Meeting of Shareholders
You are hereby notified of the 59th 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 Wednesday, May 26, 2021 (JST).
1. Date and Time: Thursday, May 27, 2021, 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:Small Hall, Santomyuze (Ueda Performing Arts & Cultural Center)
3-15-15, Tenjin, Ueda-shi, Nagano(Please note that the meeting will be held at a different venue this year.)
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 59th fiscal year (from March 1,2020 to February 28, 2021), 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 59th fiscal year (from March 1, 2020 to February 28,2021)
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)

-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)may not attend 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 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’swebsite.*- 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 (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
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 asfollows:- Type of dividend property
To be paid in cash.
- Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥53 per common share of the Company.
In this event, the total dividends will be ¥2,530,490,247.
- Effective date of dividends of surplus
The effective date of dividends will be May 28, 2021.

-3-

Proposal No. 2

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

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
45

Takahiko Watanabe
Reelection
Clay Eubanks
Reelection
Osamu KobayashiReelection

Current position and responsibility in the Company
Chairman and Representative Director
President and Representative Director
Responsible for Head Office Factory, Togura Factory, and Audit
OfficeDirector and General Manager of Purchasing Department
Responsible for Quality and Production Control Departments
Director and General Manager of Sales Department
Responsible for Parts Department
Director and General Manager of Business Management andGeneral Affairs Departments
Responsible for Information System Department

Attendance atBoard of Directors
meetings (*)
17/17(100%)
17/17(100%)
17/17(100%)
17/17(100%)
17/17(100%)

Since assuming
position in May
Hiroshi Yokoyama
Director and General Manager of Research & Development
2020
6Reelection
Department
14/14(100%)* In addition to the number of Board of Directors meetings above, one resolution was adopted in writing, which is regarded ashaving been resolved by the Board of Directors pursuant to Article 370 of the Companies Act and Article 27 of the Articles ofIncorporation of the Company.

-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 DirectorMay 2019
Chairman and Representative Director (currentposition)
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
DepartmentsMay 2014
Director and Vice President
May 2016
Director and Vice President responsible forProduction, Research & Development, andQuality Departments
May 2017
Director and Vice President
Toshiya Takeuchi
May 2018
Director and Vice President responsible for(January 9, 1963)
2,655,591 shares
Production, Quality, General Affairs, Business
Reelection
Management, and Information System
Departments
May 2019
President and Representative Director
responsible for Sales Department, Head Office
Factory, Togura Factory, and Audit Office
May 2020
President and Representative Director
responsible for Head Office Factory, Togura
Factory, and Audit 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 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, over many years. He assumed the position of President
and Representative Director in 2019, and has been exercising strong leadership towards achieving the goals set in theSecond Medium-term Management Plan (FY2019-2021) in addition to promoting business strategies. 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.

-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

34

Number of theCompany’s shares
ownedJoined the Company
Executive Officer and General Manager ofPurchasing Control Department
June 2016
Executive Officer and General Manager ofPurchasing Department
Takahiko Watanabe
May 2018
Director and General Manager of Purchasing(April 28, 1960)
1,639 shares
Department responsible for Production Control
Reelection
Department
May 2019
Director and General Manager of Purchasing
Department responsible for Quality andProduction Control Departments (currentposition)[Reasons for nomination as candidate for Director]
Since joining the Company in 2006, Takahiko Watanabe has worked in the procurement departments throughout hiscareer, has dedicated his efforts to and has a record of achievement in consistently procuring fair-quality components atoptimum 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
Clay Eubanks
May 2019
Director responsible for Global Sales
1,050 shares(November 16, 1964)
Promotion
Reelection
May 2020
Director and General Manager of Sales
Department responsible for Parts Department(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-makingand 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.

-6-Candidate
No.

Name (Date of birth)

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

56Notes:Number of theCompany’s shares
ownedJoined the Company, General Manager ofInternal Audit Office
June 2016
General Manager of Production Control
Department
May 2017
General Manager of Business ManagementDepartment
May 2018
Executive Officer and General Manager ofOsamu Kobayashi
Business Management Department
1,057 shares(May 14, 1959)
May 2019
Director and General Manager of Business
Reelection
Management Department responsible forGeneral Affairs and Information SystemDepartments
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 Audit 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 Research & Development
Department
Hiroshi Yokoyama(January 17, 1962)
29,065 shares
May 2018
Executive Officer and General Manager ofReelection
Research & Development Department
May 2020
Director and General Manager of Research &Development Department (current position)[Reasons for nomination as candidate for Director]
Since joining the Company in 1985, Hiroshi Yokoyama has worked in the Research & 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 Research &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. TheCompany 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.
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,
such as 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.

-7-

(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 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.

-8-