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 1, 2020
To our shareholders:Toshiya Takeuchi
President and Representative Director
TAKEUCHI MFG. CO., LTD.
205, Uwadaira, Sakaki-machi, Hanishina-gun, Nagano

Notice of the 58th Annual General Meeting of Shareholders
You are hereby notified of the 58th 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 27, 2020 (JST).
1. Date and Time: Thursday, May 28, 2020, 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 the
reception 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 58th fiscal year (from March 1,
2019 to February 29, 2020), 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 58th fiscal year (from March 1, 2019 to February 29,
2020)
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 Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Election of One Substitute Director Who Is an Audit and Supervisory Committee
Member
Proposal No. 5
Revision of Remuneration Amount for 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 Audit
and 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.*- 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/).

-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 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 ¥50 per common share of the Company.
In this event, the total dividends will be ¥2,387,257,100.
- Effective date of dividends of surplus
The effective date of dividends will be May 29, 2020.

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Proposal No. 2

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

The terms of office of all five 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.
In that regard, the Company proposes the election of six Directors, increasing the number of Directors by one 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.

Name

Current position and responsibility in the Company

1

Akio Takeuchi
Reelection

2

Toshiya Takeuchi
Reelection

3

Takahiko Watanabe
Reelection

Chairman and Representative Director
Responsible for Design & Development Department
President and Representative Director
Responsible for Sales Department, Head Office, Togura Factory,
and Audit OfficeDirector and General Manager of Purchasing Department
Responsible for Quality and Production Control Departments

4

Clay Eubanks
Reelection

Director
Responsible for Global Sales Promotion(Director and President of Takeuchi Mfg. (U.S.) Ltd.)

5

Osamu Kobayashi
Reelection

Director and General Manager of Business Management
Department
Responsible for General Affairs and Information System
Departments

Attendance atBoard of Directors
meetings (*)
16/16(100%)
16/16(100%)
16/16(100%)
Since assuming
position in May
2019
13/13
(100%)
Since assuming
position in May
2019
13/13
(100%)

Hiroshi Yokoyama
Executive Officer and General Manager of Design &New election
Development Department* In addition to the number 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 ofIncorporation of the Company.
6-4-

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
responsible for Design & Development
Department (current position)
Akio Takeuchi(Significant concurrent positions outside the Company)(November 3, 1933)
0 sharesDirector 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
Toshiya Takeuchi
May 2017
Director and Vice President(January 9, 1963)
3,895,423 shares
May 2018
Director and Vice President responsible forReelection
Production, Quality, General Affairs, Business
Management, and Information System
Departments
May 2019
President and Representative Director
responsible for Sales Department, Head Office,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 20163

4

5

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)
1,064 shares
Department responsible for the Production
Reelection
Control Department
May 2019
Director and General Manager of Purchasing
Department responsible for the Quality andProduction Control Departments (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 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 (current position)
Clay Eubanks
1,050 shares(November 16, 1964)
May 2018
Managing Executive Officer of the Company
Reelection
May 2019
Director responsible for Global Sales
Promotion (current position)(Significant concurrent positions outside the Company)
Director and President of Takeuchi Mfg. (U.S.) Ltd.
[Reasons for nomination as candidate for Director]
As President of the Company’s U.S. sales subsidiary, and Director responsible for Global Sales Promotion of theCompany since 2019, Clay Eubanks has been greatly contributing to opening up 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.
Oct. 2015
Joined the Company, General Manager of theInternal Audit Office
June 2016
General Manager of Production Control
Department
May 2017
General Manager of Business Management
Osamu Kobayashi
Department
494 shares(May 14, 1959)
May 2018
Executive Officer and General Manager ofReelection
Business Management Department
May 2019
Director and General Manager of Business
Management Department responsible for the
General Affairs and Information 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 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, and Business Management Department, contributing greatly tothe 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 role in management, it nominatedhim 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
Apr. 1985
May 2016

6

Notes:

Number of theCompany’s shares
ownedJoined the Company
General Manager of Design & Development
Hiroshi Yokoyama
Department(January 17, 1962)
28,912 shares
May 2018
Executive Officer and General Manager ofNew election
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 Design & Development
Department, 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 and supervisory rolein 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.

-7-

Proposal No. 3

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.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:

Candidate
No.

Name

Current position and responsibility in the Company

Attendance
Attendance at Board ofAudit andat Board ofSupervisory
Directors
meetings (*) Committee
meetings

Minoru Kusama
Outside Director, Full-time Audit and Supervisory
16/16
16/16
Reelection
1
Committee Member(100%)(100%)
OutsideIndependent
Akihiko Kobayashi
Outside Director, Audit and Supervisory Committee
16/16
16/16
Reelection
2
Member
(100%)(100%)
OutsideIndependent
Michio Iwabuchi
Outside Director, Audit and Supervisory Committee
16/16
16/16
Reelection
3
Member
(100%)(100%)
OutsideIndependent* In addition to the number 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 ofIncorporation of the Company.

-8-

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

Joined The Hachijuni Bank, Ltd.
General Manager of Chino Station-front Branch
Minoru Kusama
General Manager of Audit Office(July 13, 1955)
Full-time Auditor of the Company
Reelection
Outside Director (Full-time Audit andSupervisory Committee Member) (current
position)* Minoru Kusama is a candidate for outside Director.

1

Number of theCompany’s shares
owned

1,692 shares[Reasons for nomination as candidate for outside 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. Therefore, the Company proposes his election as an outside Director. 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. 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 eight years (including four years as an outside Auditor prior
to transitioning to a company with an Audit and Supervisory Committee).
[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. eight years ago, the Company deems that
he maintains 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.

-9-

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 (current
position)
Apr. 2007
Specially-appointed Professor of Chuo Law
SchoolAkihiko Kobayashi
May 2015
Outside Director of the Company(November 29, 1959)
Reelection
Apr. 2016
Professor of Chuo Law School (current
position)
May 2016
Outside Director (Audit and Supervisory
Committee Member) (current position)(Significant concurrent positions outside the Company)
Partner of Kataoka & Kobayashi
Professor of Chuo Law School* Akihiko Kobayashi is a candidate for outside Director.

Number of theCompany’s shares
owned

Apr. 1986

2

630 shares[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member]
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 so that his keen perception may beutilized in the audit and supervision of the Company’s management. 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 five 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.

- 10 -

Candidate
No.

Name (Date of birth)

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

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)
Michio Iwabuchi
July 2017
Principal of Michio Iwabuchi Certified Public(December 15, 1955)
Accountant Office (current position)
Reelection
Audit Advisor of Nagano Prefecture
May 2018
Outside Director (Audit and Supervisory
Committee Member) (current position)(Significant concurrent positions outside the Company)
Managing Director of Matsusho Gakuen
Auditor of R&C Holdings Co., Ltd.
Principal of Michio Iwabuchi Certified Public Accountant
Office* Michio Iwabuchi is a candidate for outside Director.

Number of theCompany’s shares
owned

Oct. 1979

3

Note:

294 shares[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member]Michio Iwabuchi possesses expertized knowledge related to finance and accounting as a certified public accountant.
The Company proposes his election as an outside Director so that keen perception may be utilized in the audit andsupervision of the Company’s management. 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 andSupervisory 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 two 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.
There is no special interest between any of the candidates and the Company.

- 11 -

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)
Joined Kataoka & Kobayashi
July 2004
Principal of Uchiyama Yoshitaka Law Office (current
position)
Yoshitaka Uchiyama
Mar. 2013
Outside Director of Central Servicer Corporation (current(August 7, 1965)
position)
New election(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.

Number of theCompany’s shares
owned

Apr. 1994

0 shares[Reasons for nomination as candidate for substitute outside Director who is an Audit and Supervisory Committee Member]
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 so that his keen perception may be utilized in theaudit and supervision of the Company’s management. 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.
Note: There is no special interest between the candidate and the Company.

- 12 -

Proposal No. 5

Revision of Remuneration Amount for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

At the 54th Annual General Meeting of Shareholders held on May 27, 2016, it was resolved that the annual
remuneration amount for Directors (excluding Directors who are Audit and Supervisory Committee Members; thesame shall apply hereinafter in this proposal) shall be ¥200 million or less (provided that this amount does notinclude the employee salary portion), which has remained until now. However, in consideration of changes to thedesignated duties of Directors, increases to the number of employees, etc., the Company wishes to revise theannual remuneration amount for Directors to ¥300 million or less. In addition, the Company proposes that the
remuneration amount for Directors continues to exclude the employee salary portion for Directors who areconcurrently employees.
The Company currently has five Directors, but if Proposal No. 2 is approved and adopted as proposed, the number
of Directors will be six.
This proposal was reviewed by the Audit and Supervisory Committee, but it was judged to be appropriate, so there
are no specific statements or objections.

- 13 -

(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.

- 14 -