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: 6325
June 1, 2021
To our shareholders:
Mitsuo Matsumoto,
Representative Director and President
Takakita Co., Ltd.
2828 Natsumi, Nabari City, Mie Prefecture, JAPAN

Notice of the 77th Annual General Meeting of Shareholders
We are pleased to announce the 77th Annual General Meeting of Shareholders of Takakita Co., Ltd. (the“Company”), which will be held as indicated below.
From the perspective of preventing the spread of the novel coronavirus disease (COVID-19), we ask that you
exercise your voting rights beforehand in writing or via the internet, and refrain from attending this meeting inperson, regardless of your state of health on the day.
Please read the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights no later than 5:20 p.m. on Friday, June 18, 2021 (JST).
*Since last year, we have stopped distributing gifts to shareholders attending the General Meeting of Shareholders.
1. Date and Time: Monday, June 21, 2021 at 9:30 a.m. (JST)
2. Venue:
Convention hall, 1st floor of Nabari Industry Promotion Center
822-2 Minamimachi, Nabari City, Mie Prefecture, JAPAN3. Purpose of the Meeting
Matters to be reported:
The Business Report and the Non-consolidated Financial Statements for the 77th fiscal year (from April 1,2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Election of Five Directors (Excluding Audit and Supervisory Committee Members)
Proposal No. 3:
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4:
Determination of Content of Share Remuneration-type Share Options to Directors- When attending the meeting in person, please hand in the enclosed voting form at the reception desk at the meeting venue.
- Of the documents that the Company is required to provide with this notice, the items below are posted on the Company’s website
pursuant to laws and regulations, as well as Article 17 of the Company’s Articles of Incorporation.
(i) “Matters Related to Share Acquisition Rights, Etc. of the Company” of the Business Report(ii) “System to Ensure the Properness of Operations and Operation Status of the System” of the Business Report(iii) “Statement of Changes in Equity” of the Non-consolidated Financial Statements(iv) “Notes to Non-consolidated Financial Statements”
Note that items (i) and (ii) above are included in the Business Report audited by the Audit and Supervisory Committee in preparing
the Audit Report. Additionally, items (iii) and (iv) are included in the Financial Statements audited by the Financial Auditor and
Audit and Supervisory Committee in preparing the Audit Report.
- If revisions to the contents of the Business Report, the Non-consolidated Financial Statements and the Reference Documents for
the General Meeting of Shareholders are required, the Company shall publish a notification on the Company’s website.
Company’s website: http://www.takakita-net.co.jp/-1-Measures to Prevent the Spread of COVID-19
In order to prevent COVID-19 infections and the spread of the disease, we are holding this General Meeting of
Shareholders based on the policy below, with the safety of shareholders as the top priority. We ask for yourunderstanding and cooperation.
1. We recommend that you avoid exercising voting rights at the venue by exercising them in advance by post or
through the internet.
2. Proceedings on the day of the General Meeting of Shareholders and an overview of the Business Report will beavailable to view as a video on the Company’s website within a few days.
3. As a wide space needs to be secured between each shareholder’s seat, it might not be possible to guarantee
sufficient seating for all shareholders. We appreciate your understanding.
4. When attending the meeting, please wear a mask and use the hand sanitizer provided.
5. We request that all shareholders check their temperature on the day of the General Meeting of Shareholders
and if your temperature is 37.5°C or above, or if you feel unwell, you may not be allowed to enter the venue.
We ask for your understanding in this matter.
6. The Company’s officers and staff members attending the General Meeting of Shareholders will be wearing
masks and have their temperature and health checked.
7. With a view to reducing the risk of infection and ensuring the Company’s business continuity, it is possible thaton the day of the General Meeting of Shareholders, only a portion of the Company’s officer will attend themeeting or that they will attend online, regardless of their health situation.
8. The matters to be reported (including the audit report) and detailed explanations of the proposals will beomitted at this General Meeting of Shareholders to shorten the meeting’s duration, from the perspective of
reducing the risk of spreading COVID-19. As the matters to be reported and detailed explanations of the
proposals are included in the attached documents to this notice of convocation, we ask shareholders to lookover this notice prior to the meeting.
9. In the event of any important changes to the General Meeting of Shareholders in response to the situation
going forward, the Company will publish a notification on its website (http://www.takakita-net.co.jp/).

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1:
Appropriation of Surplus
The Company regards return of profit to shareholders as an important managerial issue, and its basic policy is to
issue continual and stable dividends of an appropriate level for many years into the future through focusing its
efforts on strengthening the management foundation and enhancing shareholders’ equity.
Accordingly, in consideration of the operating results for the fiscal year, future business development and otherfactors, the Company proposes the payment of year-end dividends for the fiscal year and other appropriation of
surplus as follows.
1. Year-end dividends
The Company proposes to pay a year-end dividend for the fiscal year of ¥5 per share.
Accordingly, including the interim dividend of ¥5, the annual dividend will total ¥10 per share.
(i) Type of dividend property
Cash(ii) Allotment of dividend property and their aggregate amount¥5 per common share of the Company
In this event, the total dividends will be ¥57,743,975.
(iii) Effective date of dividends of surplus
June 22, 2021
2. Other appropriation of surplus
As for internal reserves, the Company proposes the following to strengthen the management foundation in
preparation for the business development in the future.
(i) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥200,000,000(ii) Item of surplus to be increased and amount of increase
General reserve: ¥200,000,000-3-Proposal No. 2:

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

At the conclusion of this meeting, the terms of office of all five Directors (excluding Audit and Supervisory
Committee Members; applicable to the rest of this proposal) will expire.
Therefore, the Company proposes the election of five Directors.
As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the candidates for
Directors are eligible.
The candidates for Director are as follows:
Candidate
No.

1

2

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1978
Joined the Company
Oct. 2004
General Manager, Sales Department
June 2005
Director in charge of Trade Department, andGeneral Manager, Sales Department
June 2007
Director in charge of Technical Department andTrade Department, and General Manager, Sales
Department
Mitsuo Matsumoto
61,000 shares(January 6, 1956)
June 2008
Managing Director in charge of Agricultural
Machinery Department, and General Manager,
Sales Department
Apr. 2010
Managing Director in charge of Agricultural
Machinery Department
Apr. 2011
Representative Director and President (current
position)
Reasons for nomination as candidate for Director
The Company nominated Mitsuo Matsumoto as a candidate for Director in light of his leadership in management as
Representative Director and President and his performance in his role to facilitate the Company’s continuous
improvement of its corporate value through, for example, making important management decisions and overseeing
business execution, with the expectation that he will make further contributions in the future.
Apr. 1977
Joined the Company
Oct. 2004
General Manager, General Affairs Department
June 2006
Director, General Manager, General Affairs
Department
June 2014
Director, Executive Officer, Division Manager,
Corporate Administration Division
June 2015
Director, Managing Executive Officer, andAtsuyoshi Oki
45,000 shares
Division Manager, Corporate Administration(February 15, 1955)
Division
June 2017
Director, Senior Managing Executive Officer,
and Division Manager, Corporate
Administration Division
Apr. 2021
Senior Managing Director in charge ofCorporate Administration Division (current
position)
Reasons for nomination as candidate for Director
The Company nominated Atsuyoshi Oki as a candidate for Director in light of his wealth of experience and broad
insight in the Company’s administration divisions of accounting, finance, human resources and general affairs, with the
expectation that he will make further contributions in the future.
Name(Date of birth)-4-

Candidate
No.

3

4

5

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1981
Joined the Company
July 2009
General Manager, Production Department
June 2011
Director, and General Manager, Production
Department
July 2013
Director, Division Manager, Production
Division, and General Manager, Production
Department, Headquarters Plant
June 2014
Director, Executive Officer, Division Manager,
Production Division, and General Manager,
Headquarters Plant
Ryo Masumitsu
38,000 shares(June 12, 1958)
Oct. 2016
Director, Shandong Wuzheng Takakita
Stockbreeding Machinery Co., Ltd.
June 2017
Director, Managing Executive Officer, andDivision Manager, Production Division
Apr. 2018
Director, Managing Executive Officer, andDivision Manager, Production and Engineering
Division (current position)
Jan. 2021
Vice Chairman, Shandong Wuzheng Takakita
Stockbreeding Machinery Co., Ltd. (current
position)
Reasons for nomination as candidate for Director
The Company nominated Ryo Masumitsu as a candidate for Director in light of his wealth of experience and broad
insight in the Company’s production division, with the expectation that he will make further contributions in the future.
Apr. 1986
Joined The Nanto Bank, Ltd.
June 2008
General Manager of Yamadagawa BranchMar. 2017
General Manager of Private Banking
Department
Apr. 2018
Director, Supervising General Manager ofNanto Lease Co., Ltd.
Oct. 2018
Seconded to the Company
Assistant General Manager, Corporate Planning
OfficeHirokatsu Nashihara
June 2019
Executive Officer, General Manager, Internal
600 shares(June 22, 1963)
Audit Office, General Manager, Quality
Assurance Office, and Assistant General
Manager, Corporate Planning Office
Oct. 2019
Executive Officer, General Manager, Quality
Assurance Office, and Assistant General
Manager, Corporate Planning Office
June 2020
Director, Executive Officer in charge of
Bearing Department and Quality Assurance
Office, and General Manager, Corporate
Planning Office (current position)
Reasons for nomination as candidate for Director
The Company nominated Hirokatsu Nashihara as a candidate for Director in light of his insight in finance andaccounting gained from many years of service at a financial institution, and broad experience in the Company’s
corporate planning division, etc., with the expectation that he will make further contributions in the future.
Apr. 1994
Joined the Company
Apr. 2019
General Manager, Honshu Sales Department,*Tatsuya Fujisawa
Domestic Sales Division
16,000 shares(August 12, 1971)
June 2019
Executive Officer, Division Manager, Domestic
Sales Division, and General Manager, Honshu
Sales Department, (current position)
Reasons for nomination as candidate for Director
The Company nominated Tatsuya Fujisawa as a candidate for Director in light of his wealth of experience and broad
insight in the Company’s sales divisions, with the expectation that he will make further contributions in the future.
Name(Date of birth)-5-Notes:1. The new candidate is indicated by an asterisk (*).
2. There is no special interest between any of the candidates for Director and the Company.
3. To enable candidates for Director to sufficiently fulfill the role expected of them when executing their duties and to
attract competent human resources, the Company plans to enter into a directors and officers liability insurance (“D&Oinsurance”) policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company,
with all Directors as the insureds. Providing this proposal is approved in its original form, if each candidate is elected
and assumes the office as Director, the Company plans to include every such Director as an insured in this insurance
policy. The insurance policy covers losses that may arise from the insured’s assumption of liability incurred in the courseof the performance of duties as a director or a person at a certain position, or receipt of claims pertaining to the pursuitof such liability. However, there are certain reasons for coverage exclusion. For example, damage incurred by
performance of an illegal act with full knowledge of its illegality is not covered.

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Proposal No. 3:

Election of Three Directors Who Are Audit and Supervisory Committee Members

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

1

2

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1984
Joined The Nanto Bank, Ltd.
Oct. 2013
General Manager of Tawaramoto Branch
Nov. 2014
Seconded to the Company
Assistant General Manager, Internal Audit
OfficeAtsuki Matsumura
June 2015
Executive Officer, General Manager, Internal
2,000 shares(September 21, 1960)
Audit Office
July 2017
Executive Officer, General Manager, Internal
Audit Office, and General Manager, Quality
Assurance Office
June 2019
Director (full-time Audit and Supervisory
Committee Member) (current position)
Reasons for nomination as candidate for Director
The Company nominated Atsuki Matsumura as a candidate for Director who is an Audit and Supervisory Committee
Member in light of his insight in finance and accounting gained from many years of service at a financial institution andhis wealth of experience in the Company’s internal controls division, with the judgment that he will contribute tosecuring soundness and appropriateness and improving transparency in the Company’s management decision making.
Nov. 1977
Joined Asahi & Co. (current KPMG AZSA
LLC)
Sept. 1981
Registered as a certified public accountant
July 1992
Partner of Asahi Shinwa & Co. (current KPMG
AZSA LLC)
May 2001
Representative Partner of Asahi & Co. (current
KPMG AZSA LLC)
July 2010
Partner of KPMG AZSA LLC
Tsunehiro Oki– shares
July 2015
Oki Certified Public Accountant & Tax(November 11, 1952)
Accountant Office (current position)
June 2016
Outside Director of IWATSU ELECTRIC CO.,LTD. (current position)
June 2016
Outside Audit & Supervisory Board Member ofUtoc Corporation (current position)
June 2019
Outside Director (Audit and Supervisory
Committee Member), the Company (current
position)
Reasons for nomination as candidate for outside Director and outline of the role expected to be filled
Tsunehiro Oki possesses expert knowledge and wealth of experience as a certified public accountant with seasoned
knowledge of finance and accounting and he uses this insight and many years of experience to provide the Company’s
management with various advice and opinions. The Company therefore requests his reelection as an outside Director
again.
If he is elected as an outside Director, the Company expects him to leverage his insight and many years of experience asa certified public accountant to provide auditing and supervision of the execution of duties and governance system froman objective standpoint independent from Company management and from the perspective of an expert, particularly infinance and accounting, and to contribute to securing soundness and appropriateness and improving transparency in the
Company’s management decision making.
Name(Date of birth)-7-

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1971
Registered as an attorney at law
Apr. 1971
Attorney at law of Kitahama Chuo (former
Tonomura, Fujiwara and Ikeo) Law Office
Apr. 1977
Established Takashina Law Office (current
Takashina & Partners Law Office) (current
position)*Sadao Takashina– shares(January 16, 1938)
Apr. 1990
Vice President of Osaka Bar Association
Apr. 2003
President of Osaka Bar Association
Apr. 2003
Vice-President of Japan Federation of Bar
Associations
Apr. 2004
President of Kinki Federation of Bar
Associations
Reasons for nomination as candidate for outside Director and outline of the role expected to be filled
Sadao Takashina possesses expert knowledge and wealth of experience as an attorney at law with seasoned knowledgeof corporate law.
If he is elected as an outside Director, the Company expects him to leverage his insight and many years of experience as
an attorney at law to provide auditing and supervision of the execution of duties and governance system by providing
opinions from varied perspectives, including on the appropriateness of the Company’s management decision making,from an objective standpoint independent from Company management and from the perspective of an expert,
particularly in legal matters, and to contribute to securing soundness and appropriateness and improving transparency ofmanagement. The Company therefore requests his election as an outside Director.
1. The new candidate is indicated by an asterisk (*).
2. There is no special interest between the candidates for Director who is an Audit and Supervisory Committee Member
and the Company.
3. Tsunehiro Oki and Sadao Takashina are candidates for outside Director.
4. The Company has submitted notification to both Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. that
Tsunehiro Oki has been designated as an independent officer as provided for by those exchanges, and if his reelection isapproved, the Company plans for his designation as an independent officer to continue. Also, Sadao Takashina has
fulfilled the requirements for an independent officer as provided for by those exchanges, and if his election is approved,
the Company plans to designate him as an independent officer.
5. Tsunehiro Oki 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.
6. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Atsuki Matsumura and Tsunehiro Oki to limit their liability for damages under Article 423, paragraph (1) of theCompanies Act. The maximum amount of liability for damages under this agreement is the minimum liability amountprovided for under laws and regulations, and if they are reelected, the Company plans to renew the agreements withthem. If the election of Sadao Takashina is approved, the Company plans to enter into a limited liability agreement of
the same content with him.
7. To enable candidates for Director who is an Audit and Supervisory Committee Member to sufficiently fulfill the role
expected of them when executing their duties and to attract competent human resources, the Company plans to enter intoa directors and officers liability insurance (“D&O insurance”) policy as provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company, with all Directors who are Audit and Supervisory Committee Members
as the insureds. Providing this proposal is approved in its original form, if each candidate is elected and assumes theoffice as Director who is an Audit and Supervisory Committee Member, the Company plans to include every such
Director who is an Audit and Supervisory Committee Member as an insured in this insurance policy. The insurance
policy covers losses that may arise from the insured’s assumption of liability incurred in the course of the performanceof duties as a director who is an audit and supervisory committee member or a person at a certain position, or receipt ofclaims pertaining to the pursuit of such liability. However, there are certain reasons for coverage exclusion. For example,
damage incurred by performance of an illegal act with full knowledge of its illegality is not covered.

CandidateNo.

3

Notes:

Name(Date of birth)-8-

Proposal No. 4:

Determination of Content of Share Remuneration-type Share Options to Directors

Reasons for the Proposal
The amount and content of remuneration in the form of share acquisition rights granted as share remuneration-type
share options to Directors of the Company (excluding Directors who are Audit and Supervisory Committee
Members and outside Directors; applicable to the rest of this proposal) was approved at the 72nd Annual General
Meeting of Shareholders held on June 29, 2016.
In accordance with recent revisions to the Companies Act, the Company proposes the addition of new content(underlined parts) to the reasons for granting share acquisition rights approved as remuneration to Directors and thedetails of these share acquisition rights. In the future, just as before, the Company plans to grant share acquisitionrights as described below
At present there are five Directors and if Proposal No. 2 is approved and adopted in its original form, there will befive Directors. Also, allotment time of share acquisition rights to each Director and allocation etc. shall be left to
the Board of Directors.
Additionally, the limit of remuneration as share options is no more than 16.5 million yen annually as approved at
the 72nd Annual General Meeting of Shareholders and the amount of remuneration to be received shall be the fairvalue of one share acquisition right calculated based on the allotment date of the share acquisition rights multipliedby the number of share acquisition rights granted.
1. Reasons for granting share acquisition rights as remuneration for Directors
The Company is granting share acquisition rights with the aim of raising Directors’ morale and motivations
towards contribution to the enhancement of business performance and corporate value over medium- to longterm by sharing with shareholders not only the benefits from the rise in stock prices, but also risks due to thefall of stock prices through clear correlation between remuneration for Directors and business performance of
the Company and stock prices.
2. Details of share acquisition rights(1) Class and number of shares to be delivered upon exercise of share acquisition rights
The class of shares to be delivered upon exercise of share acquisition rights shall be the Company’scommon shares, and the number of shares to be delivered upon exercise of each share acquisition right(hereinafter the “number of shares granted”) shall be 100 shares.
In the event of share split, allotment of shares without contribution, or Consolidation of Shares, thenumber of shares granted shall be adjusted as appropriate using the following formula. However, thisadjustment shall be made only with respect to share acquisition rights not yet exercised at that time. In
this calculation, any fractional shares less than one share shall be disregarded.
Number of shares granted after adjustment ＝ Number of shares granted before adjustment × Ratio
applicable to the share split, allotment of shares without contribution, or Consolidation of Shares

(2)

(3)

Furthermore, where the holders of share acquisition rights succeed to share acquisition rights in the caseof absorption-type merger or consolidation-type merger, or when they succeed to share acquisition rights
in a case where the Company becomes a wholly owned subsidiary through share exchange or sharetransfer, the Company may adjust the number of shares granted deemed necessary in accordance with themerger ratio, etc.
Maximum number of share acquisition rights
The maximum number of share acquisition rights to be allotted within one year from the date of theGeneral Meeting of Shareholders in each fiscal year shall be 330, and the Company plans to allot such
equity warrants every year. However, if the number of shares stipulated in section (1) is adjusted on orafter the date of the conclusion of this General Meeting of Shareholders, the maximum number of shareacquisition rights shall be adjusted accordingly.
Amount to be paid in for share acquisition rights
Amount to be paid for share acquisition rights shall be the fair value calculated based on the BlackScholes Mode, etc. as of the allotment date of share acquisition rights. Such amount to be paid in shall besettled by offsetting it against a matching amount of monetary claims toward the Company.

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(4)

Value of property to be contributed upon exercise of share acquisition rights
The value of property to be contributed upon the exercise of each share acquisition right shall be ¥1 pershare to be delivered by exercising such share acquisition rights, multiplied by the number of shares
granted.
(5) Exercise period of share acquisition rights
The exercise period shall be set by the Board of Directors within the scope of 30 years from the date
immediately following the allotment date of share acquisition rights.
(6) Conditions for exercise of share acquisition rights
A holder of share acquisition rights may exercise their share acquisition rights only within 10 days fromthe day following the day they lose their position as Director of the Company.
Other conditions for exercise of share acquisition rights shall be set by the Board of Directors of theCompany.
(7) Restrictions on the transfer of share acquisition rights
Acquisition of share acquisition rights by transfer shall require approval of the Board of Directors of theCompany.
(8) Conditions for acquisition of share acquisition rights
If any of proposals (i), (ii), (iii), (iv), or (v) below are approved at the Company’s General Meeting of
Shareholders (or resolved by the Board of Directors in cases where a resolution of the General Meetingof Shareholders is not required), the Company may acquire the offered share acquisition rights withoutcompensation on a date stipulated separately by the Board of Directors.
(i) A proposal approving a merger agreement in which the Company is the disappearing company(ii) A proposal approving a split agreement or an incorporation-type company split plan in which theCompany becomes a split company(iii) A proposal approving a share exchange agreement or share transfer plan in which the Company
becomes a wholly owned subsidiary(iv) A proposal approving changes to the Articles of Incorporation establishing a provision pertaining to
all shares issued by the Company requiring approval by the Company for the acquisition by transfer
of any such shares(v) A proposal approving changes to the Articles of Incorporation establishing a provision pertaining to
all shares that are the subject of the offered share acquisition rights requiring approval by theCompany for the acquisition by transfer of any such shares or a provision for the acquisition by theCompany of all such types of shares through a resolution of the General Meeting of Shareholders.
(9) Treatment of fractional shares less than one share upon exercise of share acquisition rights
Any fractional shares less than one share to be issued to the holders of share acquisition rights upon theexercise of share acquisition rights shall be disregarded.
(10) Other matters regarding share acquisition rights
Details of (1) through (9) above and other matters regarding share acquisition rights shall be decided by
the Board of Directors, who will decide the subscription requirements for share acquisition rights.

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