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 10, 2022
To our shareholders:
Mitsuo Matsumoto, Representative Director andPresident
Takakita Co., Ltd.
2828 Natsumi, Nabari City, Mie Prefecture, JAPAN

Notice of the 78th Annual General Meeting of Shareholders
We are pleased to announce the 78th 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 (post) or via the internet, and refrain from attending this meeting in person,
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 Monday, June 27, 2022 (JST).
1. Date and Time

Tuesday, June 28, 2022 at 10:00 a.m. (JST) (reception opens at 9:00 a.m.)(Note that the start time is different to what it was the previous time.)
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 78th fiscal year (from April 1,
2021, to March 31, 2022)
Matters to be resolved:
Proposal No. 1:
Appropriation of Surplus
Proposal No. 2:
Amendment to the Articles of Incorporation
Proposal No. 3:
Election of Five Directors (Excluding Audit and Supervisory Committee Members)
Proposal No. 4:
Election of Two Directors Who Are Audit and Supervisory Committee Members-1-

- 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.
- Persons attending the General Meeting of Shareholders will not be offered any gifts. We ask for your understanding in this matter.
- 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 the amended matters on the Company’s website.
Company’s website: http://www.takakita-net.co.jp/-2-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 in writing(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 andif 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 be omitted
at this General Meeting of Shareholders to shorten the meeting’s duration, from the perspective of reducing therisk of spreading COVID-19. As the matters to be reported and detailed explanations of the proposals areincluded in the attached documents to this notice of convocation, we ask shareholders to look over this noticeprior 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/).

-3-

Reference Documents for the General Meeting of Shareholders
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
The total dividends will be ¥57,468,915(iii) Effective date of dividends of surplus
June 29, 2022
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: ¥300,000,000(ii) Item of surplus to be increased and amount of increase
General reserve: ¥300,000,000-4-Proposal No. 2:

Amendment to the Articles of Incorporation

1. Reasons for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation due to the introduction of thesystem for providing informational materials for the general meeting of shareholders in electronic format.
(1) Due to the requirement that the Articles of Incorporation incorporate a clause specifying that means ofelectronic provision will be taken for the information that constitutes the contents of the informational
materials for the general meeting of shareholders, paragraph 1, Article 17 (Measures, etc. for Providing
Information in Electronic Format) of the proposed amendment will be added.
(2) Of the matters for the means of electronic provision will be taken for the information that constitutes thecontents of the informational materials for the general meeting of shareholders, in order to limit the scopeof the matters listed in the documents provided to shareholders requesting paper documents to that specified
by the Ministry of Justice ordinance, paragraph 2, Article 17 (Measures, etc. for Providing Information inElectronic Format) of the proposed amendment will be added.
(3) Introducing the system for the electronic provision of informational materials for the general meeting ofshareholders means that the provisions in Article 17 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of Shareholders, Etc.) of the current Articles ofIncorporation will no longer be required, and will be deleted.
(4) Supplementary provisions regarding the validity of the aforementioned establishment and deletion ofprovisions, will be established. Note that these supplementary provisions will be deleted once the set period
has passed.
2. Details of the amendments
The details of the amendments are as follows.
(Underlined parts indicate the proposed amendments)
Proposed amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 17
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Deleted)(Measures, etc. for Providing Information in Electronic Format)
Article 17
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, theCompany need not include all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.

-5-Current Articles of Incorporation(Newly established)(Newly established)

Proposed amendments(Supplementary Provisions)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1
1 The deletion of Article 17 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the Articles of Incorporation andthe addition of Article 17 (Measures, etc. for Providing
Information in Electronic Format) shall become effective
as of September 1, 2022.
2 Notwithstanding the provision of the preceding paragraph,
Article 17 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from September 1, 2022.
3 These Supplementary Provisions shall be deleted on thedate when six months have elapsed from September 1,
2022, or three months have elapsed from the date of thegeneral meeting of shareholders in the preceding
paragraph, whichever is later.

-6-

Proposal No. 3:

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
Name
No.
1
Mitsuo Matsumoto

Position in Company

Representative Director and President
Senior Managing Director
2
Atsuyoshi Oki
In charge of Corporate Administrative Division
Director, Managing Executive Officer
3
Ryo Masumitsu
Division Manager, Production and Engineering Division
Director, Executive Officer
4
Hirokatsu Nashihara
In charge of Bearing Department and Quality Assurance Office,and General Manager, Corporate Planning OfficeDirector, Executive Officer
In charge of Overseas Sales Division, Division Manager,
5
Tatsuya Fujisawa
Domestic Sales Division, and General Manager, Honshu Sales
Department
Reelection: Candidates for reelection as Director
New: Candidates for new election as Director
Outside: Candidates for Outside Director
Independent: Independent offices based on the provisions of the stock exchange-7-

Reelection
Reelection
Reelection
Reelection

Reelection

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility
in the Company
Apr. 1978
Oct. 2004
June 2005

1

2

Number of theCompany’s shares
ownedJoined the Company
General Manager, Sales Department
Director in charge of Trade Department, andMitsuo Matsumoto
General Manager, Sales Department(January 6, 1956)
June 2007
Director in charge of Technical Department andReelection
Trade Department, and General Manager, Sales
Department
63,000 shares
Years in office: 17
June 2008
Managing Director in charge of Agricultural
Machinery Department, and General Manager,
Attendance at Board of
Sales Department
Directors meetings
Apr. 2010
Managing Director in charge of Agricultural
16/16 meetings
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
Atsuyoshi Oki
Department(February 15, 1955)
June 2014
Director, Executive Officer, Division Manager,
Corporate Administration Division
Reelection
June 2015
Director, Managing Executive Officer, and46,000 shares
Division Manager, Corporate Administration
Years in office: 16
Division
June 2017
Director, Senior Managing Executive Officer,
Attendance at Board ofand Division Manager, Corporate
Directors meetings
Administration Division
16/16 meetings
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.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility
in the Company
Apr. 1981
July 2009
June 2011

3

4

Number of theCompany’s shares
ownedJoined the Company
General Manager, Production Department
Director, and General Manager, Production
Department
July 2013
Director, Division Manager, Production
Division, and General Manager, Production
Department, Headquarters Plant
Ryo Masumitsu
June 2014
Director, Executive Officer, Division Manager,(June 12, 1958)
Production Division, and General Manager,
Headquarters Plant
Reelection
Oct. 2016
Director, Shandong Wuzheng Takakita
39,000 shares
Stockbreeding Machinery Co., Ltd.
Years in office: 11
June 2017
Director, Managing Executive Officer, andDivision Manager, Production Division
Attendance at Board ofApr. 2018
Director, Managing Executive Officer, andDirectors meetings
Division Manager, Production and Engineering
16/16 meetings
Division (current position)
Jan. 2021
Vice Chairman, Shandong Wuzheng Takakita
Stockbreeding Machinery Co., Ltd. (current
position)
Significant concurrent positions outside the Company
Vice Chairman, Shandong Wuzheng Takakita Stockbreeding
Machinery Co., Ltd.
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.
Mar. 2017
General Manager of Private Banking
Department
Apr. 2018
Director, Supervising General Manager ofNanto Lease Co., Ltd.
Hirokatsu Nashihara
Oct. 2018
Seconded to the Company(June 22, 1963)
Assistant General Manager, Corporate Planning
OfficeReelection
June 2019
Executive Officer, General Manager, Internal
1,600 shares
Audit Office, General Manager, Quality
Years in office: 2
Assurance Office, and Assistant General
Manager, Corporate Planning OfficeAttendance at Board of
Oct.
2019
Executive
Officer, General Manager, Quality
Directors meetings
Assurance
Office, and Assistant General
16/16 meetings
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.

-9-

Candidate
No.

Name
(Date of birth)

Notes:

Apr. 1994
Apr. 2019

Number of theCompany’s shares
ownedJoined the Company
General Manager, Honshu Sales Department,
Domestic Sales Division
June 2019
Executive Officer, Division Manager, Domestic
Reelection
Sales Division, and General Manager, Honshu
16,400 shares
Sales Department
Years in office: 1
June 2021
Director of Company, Executive Officer, incharge of Overseas Sales Division, Division
Attendance at Board ofManager, Domestic Sales Division, and General
Directors meetings
Manager, Honshu Sales Department (current
12/12 meetings
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.
1. There is no special interest between any of the candidates for Director and the Company.
2. To enable candidates for Director to sufficiently fulfill the role expected of them when executing their duties and to attractcompetent human resources, the Company has entered into a 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
as the insureds. Providing this proposal is approved in its original form, if each candidate is elected and assumes the officeas Director, the Company plans to include every such Director as an insured in this insurance policy. The outline of thecontents of this policy is as per that shown in Business Report “3. Matters Related to Company Officers (3) Outline ofContent of Directors and Officers Liability Insurance Policy”. Note that the Company intends to renew this insurance
policy in July 2022.
Tatsuya Fujisawa(August 12, 1971)

5

Career summary, and position and responsibility
in the Company- 10 -

Proposal No. 4:

Election of Two Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the term of office of Eiji Hattori, Director and Audit and Supervisory Committee
Member, will expire, and Sadao Takashina will retire. Therefore, the Company proposes the election of two Directors
who are Audit and Supervisory Committee Members.
Note that Taishi Mukai, a candidate for Director and Audit and Supervisory Committee Member, will be requested
to fill in for Sadao Takashina, Director and Audit and Supervisory Committee Member, and his term of office shallbe until the 79th General Meeting of Shareholder, scheduled for June 2023, when the term of office of Sadao
Takashina ends in accordance with the Articles of Incorporation.
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.

Name(Date of birth)

Career summary, and position and responsibility
in the Company
Apr. 1966
June 1998
June 2002

1

2

Notes:

Number of theCompany’s shares
ownedJoined The Nanto Bank, Ltd.
Director, The Nanto Bank
Eiji Hattori
President and Director, Nanto Staff Services(October 17, 1943)
Co., Ltd.
June 2005
Chairman and Director, Nanto Staff Services
Reelection
Dec. 2005
Hattori Labor and Social Security Attorneys
OutsideOffice (current position)
Independent– shares
June 2009
Chairman, Labor and Security Attorneys
Association of Nara (current position)
Years in office: 2
June 2015
Permanent Director, Japan Federation of Laborand Social Security Attorney’s Associations
Attendance at Board of(current position)
Directors meetings
June 2020
Outside Director (Audit and Supervisory
16/16 meetings
Committee Member), the Company (current
position)
Reasons for nomination as candidate for Outside Director and outline of the role expected to be filled
Eiji Hattori possesses knowledge related to finance and accounting built up over many years serving in a financial
institute, and expert knowledge and a wealth of experience as a labor and social security attorney, and he uses thisinsight 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.
If he is elected as an Outside Director, the Company expects him to leverage his insight and many years of experience
as a labor and social security attorney to provide auditing and supervision of the execution of duties and governancesystem from an objective standpoint independent from Company management and from the perspective of an expert,
particularly in labor management, and to contribute to securing soundness and appropriateness and improving
transparency in the Company’s management decision making.
Apr. 1999
Registered as an attorney at law (Osaka Bar*Taishi Mukai
Association)(January 1, 1970)
Jan. 2018
Partner at Takashina & Partners Law Office– sharesNew(current position)
OutsideIndependent
Reasons for nomination as candidate for Outside Director and outline of the role expected to be filled
Taishi Mukai possesses expert knowledge and wealth of experience as an attorney at law with a seasoned knowledge ofcorporate law. If he is elected as an Outside Director, the Company has judged he will provide auditing and supervisionof legality regarding the Company’s management decisions and governance system from an independent, objective
perspective, and contribute to improving transparency, by drawing on his experience and knowledge from many years
as a lawyer, his objective position independent from management, and in particular, his specialist perspectives regarding
the law; for these reasons the Company has selected him as a candidate for Outside Director and Member of the Audit
and Supervisory Committee Member. While he has no experience in corporate management, the Company judged thatfor the reasons above, he will be able to carry out his duties as Outside Director appropriately.
1. The new candidate is indicated by an asterisk (*).
2. There is no special interest between the candidates for Director who are Audit and Supervisory Committee Members andthe Company.
3. Eiji Hattori and Taishi Mukai are candidates for Outside Director.

- 11 -

4. The Company has submitted notifications to both Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. that Eiji
Hattori has been designated as an independent officer as provided for by those exchanges, and if his reelection is approved,
the Company plans for his designation as an independent officer to continue. Also, Taishi Mukai has fulfilled therequirements 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. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Eiji Hattori 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 under laws andregulations, and if he is reelected, the Company plans to renew the agreement with him. If the election of Taishi Mukai is
approved, the Company plans to enter into a limited liability agreement of the same content with him.
6. To enable candidates for Director who are Audit and Supervisory Committee Members and to sufficiently fulfill the role
expected of them when executing their duties and to attract competent human resources, the Company has entered into a
directors and officers liability insurance (“D&O insurance”) policy as provided for in Article 430-3, paragraph (1) of theCompanies Act with an insurance company, with all Directors who are Audit and Supervisory Committee Members as theinsureds. Providing this proposal is approved in its original form, if each candidate is elected and assumes the office 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 outline of the contents of thispolicy is as per that shown in Business Report “3. Matters Related to Company Officers (3) Outline of Content of Directors
and Officers Liability Insurance Policy”. Note that the Company intends to renew this insurance policy in July 2022.

- 12 -

Reference: Skill matrix of the Board of Directors following the General Meeting of Shareholders
If Proposals No. 3 and No. 4 are approved as drafted, the skill matrix of the Board of Directors will be as follows.
Knowledge, experience, and abilities possessed by Directors
Name

Position

Overallbusinessmanagement

Mitsuo Matsumoto
Atsuyoshi Oki
Ryo Masumitsu
Hirokatsu Nashihara
Tatsuya Fujisawa

Atsuki Matsumura

Tsunehiro Oki

Eiji Hattori

Taishi Mukai

Representative
Director and President
Senior Managing
Director
Director
Managing Executive
Officer
Director
Executive Officer
Director
Executive Officer
Director(Full-time Audit andSupervisory
Committee Member)
Outside Director(Audit and Supervisory
Committee Member)
Independent Officer
Outside Director(Audit and Supervisory
Committee Member)
Independent Officer
Outside Director(Audit and Supervisory
Committee Member)
Independent Officer〇

Development

Marketing

Finance//Production/Sales

Accounting〇

Resources/LaborRisk
Management

Legal//Internal

GovernanceControl

〇

〇
〇

Human

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

- 13 -〇〇