(Summary English Translation of the Notice of the 110th Ordinary General Meeting of Shareholders Originally Issued inJapanese Language)

MAKITA CORPORATION(Stock code: 6586)
June 6, 2022
To the Shareholders of
MAKITA CORPORATIONNOTICE OF THE 110TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are respectfully requested to attend the 110th Ordinary General Meeting of Shareholders of MAKITA CORPORATION,
which is hereby announced.
To prevent the further spread of the novel coronavirus (COVID-19), we kindly ask you to decide whether or not to attend themeeting after checking your health condition.
Instead of attending the meeting, you may exercise your voting rights by mail or via the Internet in advance. Please review theaccompanying information and exercise the rights by 5 p.m., Monday, June 27, 2022.

Munetoshi Goto
President
MAKITA CORPORATION
3-11-8, Sumiyoshi-cho, Anjo City,
Aichi Prefecture, 446-8502, Japan
1.

Date and Time: 10 a.m., Tuesday, June 28, 2022

2.

Place:

3.

Agenda:Items to be Reported:
1. The Business Report, Consolidated Financial Statements for the 110th period (from April 1, 2021 to March 31,2022) and the Audit Reports on such Consolidated Financial Statements by the Accounting Auditor and theHead Office of MAKITA CORPORATION, 5th Floor
3-11-8, Sumiyoshi-cho, Anjo City,
Aichi Prefecture, 446-8502, Japan

Audit & Supervisory Committee
2. The Financial Statements for the 110th period
Items to be Resolved:
No.1
Appropriation of Surplus
No.2
Partial Amendments to the Articles of Incorporation
No.3
Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
No.4
Payment of Bonus to Directors

NOTE:

The notes to the consolidated and non-consolidated financial statements are not included in the attachments since
they are posted on the Corporation’s website (https://www.makita.biz/ir/) as provided by laws and regulations andArticle 14 of the Corporation’s Articles of Incorporation. The consolidated and non-consolidated financial
statements audited by the Accounting Auditor and the Audit & Supervisory Committee consist of the documents
included in the attachments and the notes to the consolidated and non-consolidated financial statements posted on
the Corporation’s website.

-1-

REFERENCE DOCUMENT
Propositions and Explanatory Information
Agenda Item No. 1: Appropriation of Surplus
The Corporation has its basic policy for profit distribution to propose the dividends with a target consolidated
dividend payout ratio of at least 30% of profit, with a minimum amount for annual total dividends at 10 yen per
share; provided, however, that if special circumstances arise, the amount of dividends will be determined based on
profit attributable to owners of the parent per share (Basic) after certain adjustments reflecting such circumstances.
In accordance with this basic policy for profit distribution, and based on our comprehensive review of theconsolidated business result for this period and forecasts and plans of our future businesses, we propose year-end
dividends to shareholders as follows.
As this dividend, the total dividends for this period under review shall amount to 72 yen per share that include
interim dividends in the amount of 10 yen per share, and the consolidated dividend payout ratio is 30.2 %.
1. Matters on allocation of dividends to shareholders and total amount of allocation
62 yen per share of common stock
Total amount: 16,835,012,458 yen
2. Effective date of dividend payment
June 29, 2022

Agenda Item No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the disclosure through the Internet and deemed delivery of reference documents
for general meeting of shareholders (Article 14 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date, etc. shall be established.
2. Details of the amendments
Details of the amendments are as follows on the next page:-2-

(Portions to be amended are underlined.)
Proposed Amendments(Deleted)

Current Articles of Incorporation
Article 14. (Disclosure through the Internet and deemed deliveryof reference documents for general meeting of shareholders)
In convening a general meeting of shareholders, the Company
may be deemed to have provided shareholders with necessary
information that should be described or indicated in reference
documents for the general meeting of shareholders, business
reports, non-consolidated financial statements and consolidated
financial statements, on the condition that such information isdisclosed through the Internet in accordance with the Ministry ofJustice Ordinance.
(New)

Article 14. (Measures for electronic provision, etc.)(1) In convening a general meeting of shareholders, theCompany shall provide information contained in thereference documents for the general meeting ofshareholders, etc. electronically.
(2) Among the matters to be provided electronically, theCompany may choose not to include all or part of thematters stipulated in the Ministry of Justice Ordinance in thepaper copy to be sent to shareholders who have requested itby the record date for voting rights.

SUPPLEMENTARY PROVISIONSSUPPLEMENTARY PROVISIONS(Transitional measures concerning exemption of Audit &Supervisory Board Members from liability)
Liability limitation agreements referred to in Article 423,
Paragraph 1 of the Companies Act relating to the actions of
Outside Audit & Supervisory Board Members (including former
Outside Audit & Supervisory Board Members) conducted before
the conclusion of the 109th ordinary general meeting ofshareholders shall be as prescribed in Article 34 of the Articles ofIncorporation prior to the amendments by resolution of the sameordinary general meeting of shareholders.

Article 1. (Transitional measures concerning exemption of Audit& Supervisory Board Members from liability)
Liability limitation agreements referred to in Article 423,
Paragraph 1 of the Companies Act relating to the actions of
Outside Audit & Supervisory Board Members (including former
Outside Audit & Supervisory Board Members) conducted before
the conclusion of the 109th ordinary general meeting ofshareholders shall be as prescribed in Article 34 of the Articles ofIncorporation prior to the amendments by resolution of the sameordinary general meeting of shareholders.

(New)

Article 2. (Transitional measures concerning measures forelectronic provision, etc.)(1) The deletion of Article 14 of the Articles of Incorporation
prior to the amendments and the establishment of Article 14of the amended Articles of Incorporation shall come into
effect on the date of enforcement of the amended provisions
stipulated in the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending the Companies
Act (Act No. 70 of 2019) (the “Effective Date”).
(2) Notwithstanding the provisions of the preceding paragraph,
Article 14 of the Articles of Incorporation prior to theamendments shall remain in force with respect to a general
meeting of shareholders to be held on a date within six
months from the Effective Date.
(3) This article shall be deleted after the lapse of six months fromthe Effective Date or the lapse of three months from the dateof the general meeting of shareholders set forth in thepreceding paragraph, whichever is later.

-3-

Supplementary explanation about Agenda Item No. 2 “Partial Amendments to the Articles of Incorporation”
The electronic provision system is a system that enables the provision of materials (The Business Report, Consolidated
Financial Statements, Financial Statements (including these Audit Reports) and reference documents for the General Meetingof Shareholders collectively) for the General Meeting of Shareholders to shareholders by posting the materials on thecorporation’s website or other website and notifying shareholders of the website address and other details in writing. As thissystem is mandatory for listed companies, the electronic provision system will be applied beginning with our General Meetingof Shareholders to be held in March 2023 and onward, and shareholders will receive only a simplified convocation notice that
includes information on how to access the website.
Shareholders who wish to receive written materials for the Company’s General Meeting of Shareholders to be held in March2023 or thereafter must complete the “Request for Delivery of Documents” procedure by the record date of the general
meeting of shareholders (Shareholders who wish to receive materials for the General Meeting of Shareholders in writing at theOrdinary General Meeting of Shareholders to be held in June 2023 will need to complete the procedure by March 31, 2023.)“Request for Delivery of Documents” will be accepted from September 1, 2022. As for the procedure, please contact the
securities company where you have opened your account, or Sumitomo Mitsui Trust Bank, Limited, our shareholder registryadministrator..

-4-

Agenda Item No.3: Election of 11 Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
The term of offices of all 11 Directors (excluding Directors who are Audit & Supervisory Committee Members;
the same shall apply throughout this proposal) in office will have expired at the conclusion of this General Meetingof Shareholders, and we would like to request the election of 11 Directors.
Nomination of the candidates for Directors was consulted to the Nomination and Compensation Committee anddetermined at the Board of Directors based on the report.
The Audit & Supervisory Committee discussed this proposal and concluded that there are no special matters thatshould be stated at the General Meeting of Shareholders in accordance with the provisions of the Companies Act.
The candidates are as follows:

Candidate
NumberName

Current positions and responsibilities at the Corporation

Attendance
rate of theBoard ofDirectors
meetings

1

Masahiko Goto

Reelection

Chairman and Representative Director

12/12(100%)

2

Munetoshi Goto

Reelection

President and Representative Director

11/12
(92%)

3

Shinichiro Tomita

Reelection

Director, Corporate Officer
General Manager of Purchasing Headquarters

12/12(100%)

4

Tetsuhisa Kaneko

Reelection

Director, Corporate Officer
General Manager of Research and Development
Headquarters

12/12(100%)

5

Tomoyuki Ota

Reelection

Director, Corporate Officer
General Manager of Quality Headquarters

12/12(100%)

6

Takashi Tsuchiya

Reelection

Director, Corporate Officer
General Manager of Domestic Sales Headquarters

12/12(100%)

7

Masaki Yoshida

Reelection

Director, Corporate Officer
General Manager of Production Headquarters

12/12(100%)

8

Takashi Omote

Reelection

Director, Corporate Officer
General Manager of International Sales Headquarters

12/12(100%)

9

Yukihiro Otsu

Reelection

Director, Corporate Officer
General Manager of Administration Headquarters

12/12(100%)

10

Masahiro Sugino

Reelection
OutsideIndependent

Outside Director

12/12(100%)

11

Takahiro Iwase

Reelection
OutsideIndependent

Outside Director

9/10*
(90%)

* The attendance rate of Mr. Takahiro Iwase, an Outside Director, shows after his assumption on June 25, 2021.

-5-

Candidate
NumberName(Date of birth)

Brief personal background, title and position and Important concurrent posts

March
Reelection
May
Masahiko Goto
(November 16, 1946) July

1

2

3

1971 Joined the Corporation
1984 Director, Manager of Corporate Planning Department
1987 Managing Director, General Manager of Administration
Headquarters
1989 President and Representative Director
2013 Chairman and Representative Director (present)
2022 Outside Director of HOSHIZAKI CORPORATION(present)[Attendance rate of the May
Board of Directors JuneMarchmeetings]
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Masahiko Goto has been engaged in the management of the Corporation for many years servingas President as well as Chairman, and has contributed to the enhancement of corporate value. The
Corporation proposes his appointment as Director because we believe that his wealth of experienceand broad insight are indispensable for the management of the Corporation.
April
1999 Joined the Corporation
Reelection
April2012 General Manager of International Sales Administration
Munetoshi Goto
Department(April 26, 1975)
June
2013 Director, Corporate Officer, General Manager ofInternational Sales Headquarters[Attendance rate of the2017 President and Representative Director (present)
Board of Directors June
meetings]
11/12
(92%)
[Reason for nomination as candidate for Director]
Mr. Munetoshi Goto has a deep understanding of the overall business and management of the
Corporation, with experience of serving as General Manager of International Sales Headquarters sinceJune 2013, as well as experience in domestic sales, development, and overseas sales subsidiaries. In
addition, he is leading the growth of the Corporation as President since June 2017. The Corporation
proposes his appointment as Director because we believe that his wealth of experience and insight aswell as his great leadership are indispensable for the management of the Corporation.
March
1974 Joined the Corporation
October
2000 General Manager of Plant Engineering-maintenanceReelection
Department
2001 General Manager of Production Engineering Department
Shinichiro Tomita October(January 11, 1951) September 2003 President of Makita (China) Co., Ltd.
June
2007 Director, Assistant General Manager of Production
Headquarters of the Corporation (in charge of China[Attendance rate of the
Plant)
Board of Directors
June2009 Director, Corporate Officer, General Manager of
meetings]
Research and Development Headquarters (in charge of
12/12
Product Development)(100%)
May
2010 Director, Corporate Officer, General Manager ofPurchasing Headquarters (present)[Reason for nomination as candidate for Director]
Mr. Shinichiro Tomita has held important positions in the production division, and has served as thehead of the production subsidiary in China, a core facility of the production division, and General
Manager of Research and Development Headquarters of the Corporation. He currently serves as
General Manager of Purchasing Headquarters and has a deep understanding of the business andmanagement mainly in the areas of purchasing, production, and development of the Corporation. The
Corporation proposes his appointment as Director because we believe that his wealth of experienceand insight are indispensable for the management of the Corporation.

-6-

Number of the
Corporation’sshares held

2,524,121

471,087

18,901

Candidate
NumberName(Date of birth)

Brief personal background, title and position and Important concurrent posts
March
April
AugustOctober
June
June

4

5

6

Joined the Corporation
General Manager of Technical Research Department
General Manager of Production Department 2
Reelection
General Manager of Production Department 1
Tetsuhisa Kaneko
Director, General Manager of Purchasing Headquarters(April 6, 1955)
Director, Corporate Officer, General Manager ofPurchasing Headquarters[Attendance rate of the2010 Director, Corporate Officer, General Manager ofBoard of Directors May
Production Headquarters (in charge of China Plant)
meetings]
June2015 Director, Corporate Officer, General Manager of
12/12
Production Headquarters(100%)
June
2017 Director, Corporate Officer, General Manager ofResearch and Development Headquarters (present)[Reason for nomination as candidate for Director]
Mr. Tetsuhisa Kaneko has held important positions in the development division, and has served as thehead of the production subsidiary in China, a core facility of the production division, General Manager
of Purchasing Headquarters, and General Manager of Production Headquarters of the Corporation. He
currently serves as General Manager of Research and Development Headquarters and has a deep
understanding of the business and management mainly in the areas of development, production, andpurchasing of the Corporation. The Corporation proposes his appointment as Director because webelieve that his wealth of experience and insight are indispensable for the management of the
Corporation.
March
1978 Joined the Corporation
October
2003 General Manager of Production Department 1
Reelection
August2005 General Manager of Products & Engineering
Tomoyuki Ota
Administration Department(March 22, 1956)
July
2012 General Manager of Products & Engineering
Administration Department and General Manager of[Attendance rate of the
Product Design & Development Department 1
Board of Directors
June2013 Director, Corporate Officer, Assistant General Manager
meetings]
of Research and Development Headquarters
12/12
June
2021 Director, Corporate Officer, General Manager of Quality(100%)
Headquarters (present)[Reason for nomination as candidate for Director]
Mr. Tomoyuki Ota has experience of working at overseas production subsidiaries (in the U.S.), andhas held important positions in the production division, and has served as Assistant General Manager
of Research and Development Headquarters. He currently serves as General Manager of Quality
Headquarters and has a deep understanding of the business and management mainly in the areas ofquality, development, and production of the Corporation. The Corporation proposes his appointment
as Director because we believe that his wealth of experience and insight are indispensable for the
management of the Corporation.
March
1982 Joined the Corporation
Reelection
2001 Manager of Shizuoka Branch Office
Takashi Tsuchiya April
2003 Manager of Tokyo Branch Office(September 1, 1957) October
April
2010 General Manager of Sales Administration Department
2013 Corporate Officer, General Manager of Domestic Sales[Attendance rate of the June
Headquarters (in charge of Tokyo Sales Department)
Board of Directors
June2015 Director, Corporate Officer, General Manager of
meetings]
Domestic Sales Headquarters (present)
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Takashi Tsuchiya has held important positions mainly in the domestic sales operations of the
Corporation. He has served as General Manager of Domestic Sales Headquarters in charge of Tokyo
Sales Department as Corporate Officer since June 2013. He currently serves as General Manager ofDomestic Sales Headquarters as Director and Corporate Officer, and has a deep understanding of thebusiness and management mainly in the area of domestic sales of the Corporation. The Corporation
proposes his appointment as Director because we believe that his wealth of experience and insight are
indispensable for the management of the Corporation.

Number of the
Corporation’sshares held

1981
2004
2005
2006
2007
2009

-7-

24,50118,801

20,101

Candidate
NumberName(Date of birth)

Joined the Corporation
General Manager of Production Control Department
General Manager of Production Department 2
General Manager of Production Development
Department
2012 Vice President of Makita (China) Co., Ltd.
[Attendance rate of the February
2015 Director, Corporate Officer, Assistant General Manager
Board of Directors Juneof Production Headquarters of the Corporation (in charge
meetings]
of China Plant)
12/12
April
2018 Director, Corporate Officer, Assistant General Manager(100%)of Production Headquarters of the Corporation
June
2021 Director, Corporate Officer, General Manager of
Production Headquarters of the Corporation (present)[Reason for nomination as candidate for Director]
Mr. Masaki Yoshida has engaged in duties mainly in the production division of the Corporation, andhas served as the head of the production subsidiary in China, a core facility of the production division.
He served as Assistant General Manager of Production Headquarters since June 2015 and has served
as General Manager of Production Headquarters since June 2021, and has a deep understanding of thebusiness and management mainly in the area of production of the Corporation. The Corporation
proposes his appointment as Director because we believe that his wealth of experience and insight are
indispensable for the management of the Corporation.
March
1982 Joined the Corporation
Reelection
January
1995 President of Makita Mexico, S.A. de C.V.
Takashi Omote
2001 President of Makita do Brasil Ferramentas Elétricas(February 10, 1959) MarchLtda.
2013 Corporate Officer of the Corporation (in charge of[Attendance rate of the June
Central and South America Sales)
Board of Directors
June2017 Director, Corporate Officer, General Manager of
meetings]
International Sales Headquarters (present)
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Takashi Omote has engaged in duties mainly in the international sales operations of the
Corporation, and has experience of working for many years at overseas sales subsidiaries (in Brazil
and Mexico). He was placed in charge of Central and South America Sales in June 2013, and serves as
General Manager of International Sales Headquarters since June 2017. As such, he has a deep
understanding of the business and management mainly in the area of overseas sales of the Corporation.
The Corporation proposes his appointment as Director because we believe that his wealth ofexperience and insight are indispensable for the management of the Corporation.
March
1983 Joined the Corporation
Reelection
April2009 Assistant Manager of Finance Department
Yukihiro Otsu
(August 27, 1960) December 2009 Vice President of Makita (China) Co., Ltd.
October
2013 General Manager of Accounting Department of the
Corporation[Attendance rate of the2017 Director, Corporate Officer, General Manager ofBoard of Directors June
Administration Headquarters (present)
meetings]
12/12(100%)[Reason for nomination as candidate for Director]
Mr. Yukihiro Otsu has held important positions in the finance division of the Corporation, and has awealth of experience in the administration divisions of overseas subsidiaries including the production
subsidiary in China, a core facility of the production division. He serves as General Manager of
Administration Headquarters since June 2017 and has a deep understanding of the business andmanagement mainly in the area of administration of the Corporation. The Corporation proposes his
appointment as Director because we believe that his wealth of experience and insight are indispensablefor the management of the Corporation.
Reelection
Masaki Yoshida(June 17, 1962)

7

8

9

Brief personal background, title and position and Important concurrent posts
March
October
April
April

Number of the
Corporation’sshares held

1985
2007
2010
2011

-8-

11,721

10,041

9,441

Candidate
NumberName(Date of birth)

Brief personal background, title and position and Important concurrent posts
April
January

10

11

Jointed Ina Seito Co., Ltd. (present; LIXIL Corporation)
Director of INAX Corporation (“INAX”, past; Ina Seito
Co., Ltd.)
January
1996 Managing Director of INAX
January
2000 Senior Managing Director of INAX
Reelection
October
2001 President and Representative Director of INAX
OutsideJune
2007 Chairman and Representative Director of INAX
June
2007 President and Representative Director of JS Group
Independent
Corporation (present; LIXIL Corporation)
Masahiro Sugino
2011 President and Representative Director of LIXIL(November 18, 1944) April
Corporation2011 Director and Advisor of LIXIL Corporation[Attendance rate of the June2013 Advisor of LIXIL Corporation
Board of Directors June
June2015 Outside Director of the Corporation (present)
meetings]
June2017 Outside Director of MISAWA HOMES CO., LTD.
12/12
February 2018 Outside Director of KITAKEI CO., LTD. (present)(100%)
July
2018 Special Advisor of LIXIL Corporation
January
2020 Advisor of LIXIL Corporation (present)(Important Concurrent Posts)
Advisor of LIXIL Corporation
Outside Director of KITAKEI CO., LTD.
[Reason for nomination as candidate for Outside Director and outline of the expected role]
Mr. Masahiro Sugino has participated in the management of LIXIL Group, including INAX, for many
years and has a thorough knowledge of corporate management, with which he currently provides
useful opinions on the management of the Corporation from a broad perspective. The Corporation
proposes his appointment as Outside Director because we expect him to utilize his wealth ofexperience and broad insight for the management of the Corporation from an independent perspective.
April
1977 Joined Toyota Motor Co., Ltd. (present; TOYOTA
MOTOR CORPORATION, “TOYOTA”)
June
2005 Managing Officer of TOYOTA
June
2009 Senior Managing Director of TOYOTA
Outside Audit & Supervisory Board Member of Chuo
Reelection
Spring Co., Ltd.
OutsideApril
2011 Vice Chairman of the Board of Directors of Toyota Motor
Independent
Asia Pacific Pte. Ltd.
Takahiro Iwase
June2011 Senior Managing Officer of TOYOTA(May 28, 1952)
June
2014 President of TOYOTA AUTO BODY CO., LTD.
April
2016 Standing Counselor of Aichi Steel Corporation (“AICHI[Attendance rate of the
STEEL”)
Board of Directors June
2016 Chairman and Representative Director of AICHI STEEL
meetings]
June2017 Outside Audit & Supervisory Board Member of Chuo
9/10
Spring Co., Ltd.
(90%)
July
2020 Chairman of Aichi Prefectural Public Safety Commission
March2021 External Auditor of DMG MORI CO., LTD. (present)June
2021 Outside Director of the Corporation (present)(Important Concurrent Posts)
External Auditor of DMG MORI CO., LTD.
[Reason for nomination as candidate for Outside Director and outline of the expected role]
Mr. Takahiro Iwase has participated in the management of core companies of the Toyota Group,
including TOYOTA MOTOR CORPORATION, for many years and has a thorough knowledge ofcorporate management, with which he currently provides useful opinions on the management of the
Corporation from a broad perspective. The Corporation proposes his appointment as Outside Director
because we expect him to utilize his wealth of experience and broad insight for the management of the
Corporation from an independent perspective.

Number of the
Corporation’sshares held

1967
1992

-9-

_

_

Notes: 1. There is no special interest between the above candidates and the Corporation.
2. The matters concerning Outside Director candidate Mr. Masahiro Sugino are as follows:(i)
Mr. Masahiro Sugino served as an executive officer of LIXIL Corporation. Makita sells products to
LIXIL Corporation and its corporate group. This year, such sales amounted to 3 million yen, whichconstituted less than 0.01% of our consolidated revenue.
(ii) Mr. Masahiro Sugino is currently an Outside Director of the Corporation, and his term of office will be 7
years at the conclusion of this General Meeting of Shareholders.
(iii) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation hasentered into a liability limitation agreement with Mr. Masahiro Sugino which limits the maximum amountof his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of theCompanies Act. If Mr. Masahiro Sugino is appointed to be an Outside Director, the Corporation will
extend such liability limitation agreement.
(iv) The Corporation has designated Mr. Masahiro Sugino as an “Independent Director” as required by theregulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange and made required notification
therefore to these stock exchanges. If Mr. Masahiro Sugino is elected, the Corporation intends to appoint
him again as an Independent Director.
3. The matters concerning Outside Director candidate Mr. Takahiro Iwase are as follows:(i)
Mr. Takahiro Iwase served as an executive officer of Aichi Steel Corporation. Makita purchases
components from Aichi Steel Corporation and its corporate group. This year, such purchase amounted to1,566 million yen, which constituted less than 0.6% of the consolidated net sales of the Aichi SteelGroup.
(ii) Mr. Takahiro Iwase is currently an Outside Director of the Corporation, and his term of office will be 1
year at the conclusion of this General Meeting of Shareholders.
(iii) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation hasenterd into a liability limitation agreement with Mr. Takahiro Iwase which limits the maximum amount of
his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of theCompanies Act. If Mr. Takahiro Iwase is appointed to be an Outside Director, the Corporation will extend
such liability limitation agreement.
(iv) The Corporation has designated Mr. Takahiro Iwase as an “Independent Director” as required by theregulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange and make required notification
therefore to these stock exchanges. If Mr. Takahiro Iwase is elected, the Corporation intends to appoint
him again as an Independent Director.
(v)
The Company held shares of TOYOTA MOTOR CORPORATION, of which Mr. Takahiro Iwase had
been an executive officer in the past, as of March 31, 2021, but sold all of them during the period underreview and holds no shares as of March 31, 2022.
4. The number of the Corporation’s shares held by candidates for Directors represents the actual number ofshares each candidate holds, including those vested to him in Makita’s stock ownership plan for the
Executives.
5. The Corporation has entered into a directors and officers liability insurance contract stipulated in Article
430-3, Paragraph 1 of the Companies Act with all Directors and Corporate Officers as well as officers of thesubsidiaries (with regard to overseas subsidiaries, this is limited to officers temporarily transferred from the
Corporation and officers concurrently serving at the Corporation and overseas subsidiaries) as the insured toensure that executives can fully perform their expected roles in the course of their duties and to hire excellent
talents. If this proposal is approved as originally proposed and each candidate is appointed as Director, etc.,
they will be the insured under the said insurance contract. The said insurance contract covers damages caused
as a result of the insured executives, etc. assuming responsibilities regarding the execution of their duties or
receiving claims pertaining to the pursuit of such responsibilities. Provided, however, that there are certain
exemptions; for example, the insurance contract does not cover damages caused as a result of any conduct
committed with his or her knowledge that the conduct is in violation of laws and regulations. The premiums
are paid by the Corporation, including riders. Therefore, the insured does not bear the actual premiums. Also,
the said insurance contract will be renewed on June 29, 2022, which is during the term of office of eachcandidate.

- 10 -

Reference The composition and expertise of the Board of Directors
Directors of the Corporation, regardless of age, gender, or nationality, shall be appointed from among those
who can contribute to the enhancement of its corporate value. Currently, the Corporation has no female
Directors. We have appointed Internal Directors (excluding Director who is Audit & Supervisory Committee
Member) who have the ability to formulate and execute management strategies based on their own experienceand insight, Outside Directors (excluding Directors who are Audit & Supervisory Committee Members) who
have a wealth of experience and broad insight in corporate management, and Directors who are Audit &Supervisory Committee Members who have internal and external work experience and a wealth of experienceand insight in various fields, including finance, accounting and legal affairs. Moreover, a number of Directors
with overseas experience are in office. We, therefore, believe that the Board of Directors as a whole isfunctioning as an effective organization that ensures an appropriate balance and diversity of knowledge,
experience and ability. However, we will positively consider appointing female Directors and increase thenumber of female workers in management positions who will be candidates for Directors in the future. We
also believe that the current Board of Directors is of an appropriate size to enable prompt decision-making.

The composition of the Board of Directors(The ratio of Independent Outside Directors)

5 Independent
Outside Directors
5/15

33.3%

10 Internal Directors- 11 -

Directors who are Audit & Supervisory
Committee Members

Directors

Name

The Nomination
andCorporate
Compensation
management
Committee

Expertise
Overseas
experience

Sales/
marketing

Development

Production/
IT/
Finance &procurement/ Sustainability
Legal affairs
digitalization accounting
qualityMasahiko
Goto

●

●

●

●

●

Munetoshi
Goto

●

●

●

●

●

Shinichiro
Tomita●●●●Tetsuhisa
Kaneko●●●●Tomoyuki
Ota

●

●

●

●

TakashiTsuchiya●

Masaki
Yoshida●●Takashi
Omote

●

●

Yukihiro
Otsu

●

●

Masahiro
SuginoOutsideIndependent●●

Takahiro
Iwase
OutsideIndependent●●

Mitsuhiko
Wakayama
Akira
KodamaOutsideIndependent

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Shoji Inoue
OutsideIndependent●

Koji
Nishikawa
OutsideIndependent●- 12 -

Agenda Item No. 4: Payment of Bonus to Directors
Bonus to Directors of the Corporation is, as with the basic policy for profit distributions, linked to consolidated
business result.
At end of this period, the Corporation has 15 Directors. In accordance with above policy, we would like to pay
Directors’ bonuses to 9 Directors in the amount of 222 million yen considering performance during this period.
This is with the exception of 6 Directors who are Audit & Supervisory Committee Members and Outside Directors.
An outline of the content of decision-making policy on individual compensation for Directors is described on page
24 of “BUSINESS REPORT”. The Corporation deems that the content of this proposal is appropriate pursuant tosuch policy.
The Audit & Supervisory Committee discussed this proposal and concluded that there are no special matters thatshould be stated at the General Meeting of Shareholders in accordance with the provisions of the Companies Act.

- 13 -

BUSINESS REPORT(From April 1, 2021 to March 31, 2022)
1. Matters on the Current Status of Makita(1) Progress and Results of Operations

Looking at the global economic situation for the year ended March 31, 2022, while economic and social
activities have been normalized, particularly in developed countries, in line with the rollout of the COVID-19
vaccine, the future remains uncertain due to shortages of goods and logistics disruptions in the supply chain,rising prices, the resurgence of infections caused by coronavirus mutations, and the growing international
tension surrounding the Ukraine issue.
Under these circumstances, on the development side, the Makita Group concentrated its efforts on expanding its
lineup of rechargeable finished goods, including power tools and outdoor power equipment, in the “40Vmax
Lithium-ion Battery” series, which offers high power, long life and high durability.
On the production side, we worked to increase production and to promote multi-polarized global production in
response to increasing demand.
On the sales side, we focused on increasing the level of the community-based and customer-oriented service
framework in order to further strengthen trusting relationships with customers around the world. We strive todeepen and develop the market centered on cordless products.
Our consolidated revenue for this period set a new record high, with revenue rising 21.5% from the previous
year to 739,260 million yen due to strong sales both in Japan and overseas.
Revenue by region are as follows:
Revenue in Japan increased by 4.4% to 118,050 million yen compared to the previous year. This was due tostrong sales of both power tools and outdoor power equipment, particularly lithium-ion battery products.
Revenue in Europe increased by 24.7% year-on-year to 352,470 million yen because demand for tools at active
building and construction sites and sales of cordless outdoor power equipment continued to be strong, while
stay-at-home demand slowed down.
Revenue in North America increased by 23.4% year-on-year to 112,248 million yen because sales of power
tools accompanied by strong housing demand and sales of cordless outdoor power equipment were strong.
In Asia, COVID-19 cases increased again in various regions affecting our sales activities, but sales in Taiwan
and Southeast Asia were strong. As a result, consolidated revenue in Asia increased 25.1% year-on-year to 49,196
million yen.

In Central and South America, inflation accelerated in many countries; however, sales activities to capture solid
demand for tools resulted in an increase in sales of 42.0% year-on-year to 41,765 million yen.
In Oceania, sales increased by 24.9 % year-on-year to 51,579 million yen due to strong demand for tools atbuilding and construction sites despite the impact of lockdowns due to the resurgence of new cases of infection
in major cities.
In the Middle East and Africa, the demand for tools at building and construction sites in each country wascaptured although unstable political and economic conditions continued, so sales increased 20.5% year on year to13,952 million yen.
Overall, overseas revenue accounted for 84.0% of total revenue.
In terms of profit, operating profit increased by 3.7% year-on-year to 91,728 million yen (operating profit ratio:
12.4%) due to the increase in revenue, although the transportation costs increased. And profit before income
taxes increased by 6.1% year-on-year to 92,483 million yen (profit before income taxes ratio: 12.5%) and profit
attributable to owners of the parent increased by 4.4% year-on-year to 64,770 million yen (ratio of profit
attributable to owners of the parent: 8.7%).

- 14 -

(Initiatives toward carbon neutrality)
The impact of climate change on society, such as frequent wind and flood disasters, is becoming more serious,and corporations are playing an increasingly important role in realizing a decarbonized society. Makita views
climate change as an important business issue.
For this reason, Makita has prioritized contributing to the solution of climate change issues by, for example,
focusing on cordless outdoor power equipment that does not emit exhaust gas when used. However, in order tofurther accelerate these efforts, Makita has newly set targets for reducing greenhouse gas (GHG) emissions.
Our targets are to reduce GHG emissions from our business activities (Scope 1, 2) by 50% from fiscal 2020
levels by fiscal 2030, to reach net zero emissions by fiscal 2040, and to achieve net zero GHG emissions
throughout the supply chain (Scope 3) by fiscal 2050.
In addition, recognizing the importance of dialogue with stakeholders on climate-related risks and opportunities,
Makita disclosed information on our website for the first time based on the recommendations of the Task Forceon Climate-related Financial Disclosures (TCFD). Going forward, in addition to energy conservation in ourbusiness activities, Makita will steadily promote initiatives to reduce GHG emissions, including the use ofrenewable energy, and work to enhance information disclosure.
(Our website)
Information about Sustainability

Disclosure based on the recommendations of TCFD

(2) Management Challenges

While the prospect for the global economy will continue to be uncertain, Makita believes that demand for tools,
which contribute to the solution of social problems, such as the labor shortage and environmental problem
including frequent natural disasters and global warming, help to achieve a high level of work efficiency and arefriendly to people and the global environment, will increase further in both developed countries and emerging
countries.
Under these circumstances, Makita is strengthening its R&D and product development capabilities, mainly charge anddischarge technologies of batteries and motors, to take the initiative in expanding the market for cordless products. In
addition, Makita is positioning cordless outdoor power equipment as a future pillar of its business after power tools

and helping to bring about a decarbonized society by promoting deep cultivation and development of the market.
Makita is strengthening new product development and sales expansion in new fields, such as cleaning, outdoor
and disaster prevention, and strive to evolve into a supplier of a comprehensive range of cordless products. Makita
implements measures to strengthen and improve the efficiency of production, procurement, and distribution, whilefurther upgrading global production organizations. Further, Makita is striving to raise its brand power by promoting
the establishment of a sales and after-sales service network to offer community-based and fine-tuned responses to theneeds of customers around the world.
By taking these actions, Makita will strive to contribute to the realization of a sustainable society, and maintain asolid presence in the industry as a global supplier of a comprehensive range of tools for creating comfortable homes
and living environments.
In closing, we would like to thank you for your ongoing support and continuing assistance.

- 15 -

(3) Capital Expenditures
During this period, Makita allocated 59,937 million yen for its capital expenditures. These funds used by the
Corporation amounted to 23,769 million yen. This reflected mainly capital expenditures for buildings and equipment
for logistics center in Saitama Prefecture and Okayama Prefecture. These funds also used by the subsidiaries
amounted to 36,168 million yen. This reflected mainly capital expenditures for buildings at the China plant andThailand plant.
(4) Principal Lenders
LenderBorrowing amountMUFG Bank, Ltd.

36,000 million yen

Sumitomo Mitsui Banking Corporation

28,213 million yen- 16 -

(5) Changes in Financial Position and Results of Operations
107th period
108th period
109th period
110th period
Description(ended March 31, (ended March 31, (ended March 31, (ended March 31,
2019)
2020)
2021)
2022)
Revenue
490,578492,617608,331739,260(Millions of Yen)
Operating profit
78,30564,046
88,46491,728(Millions of Yen)
Profit before
income taxes
79,91966,00887,19992,483(Millions of Yen)
Profit attributableto owners of the55,75047,73162,01864,770parent (Millions ofYen)Profit attributableto owners of the205.37175.80228.41238.54parent per share(Basic) (Yen)Profit attributableto owners of the205.34parent per share(Diluted) (Yen)
Total assets
680,250
674,564
812,878
1,007,497(Millions of Yen)
Equity attributableto owners of the572,748571,275
657,855
746,344parent (Millions of
Yen)
Ratio of profit
attributable toowners of theparent to total
9.9
8.3
10.1
9.2
equity attributableto owners of theparent (ROE) (%)
Notes: 1. Changes in Financial Position and Results of Operations are stated under the terms of IFRS.
2. Profit attributable to owners of the parent per share (Basic), and profit attributable to owners of theparent per share (Diluted) in the 107th period are calculated based on the average number of outstanding
shares of common stock during the period.
3. Information on profit attributable to owners of the parent per share after full dilution in the 108th, 109th,
and 110th period is omitted, since there is no potential common stock.
4. Ratio of profit attributable to owners of the parent to total equity attributable to owners of the parent(ROE) = Profit attributable to owners of the parent / [(Equity attributable to owners of the parent at the
beginning of the period + Equity attributable to owners of the parent at the end of the period) / 2]
5. Amounts of less than 1 million yen have been rounded.

- 17 -

(6) Significant Subsidiaries
Proportion of
Ownership andVoting interest(%)

Capital(Thousands)

Company Name

Principal Business

Makita U.S.A. Inc.

USD

161,400

100.0

Sales of power tools

Makita (U.K.) Ltd.

GBP

158,923

100.0

Sales of power tools

Makita Werkzeug GmbH (Germany)

EUR

7,669

100.0*

Sales of power tools

Makita France SAS

EUR

12,436

55.0*

Sales of power tools

Makita Oy (Finland)

EUR

100

100.0*

Sales of power tools

Makita LLC (Russia)

RUB

83,207100.0*

Sales of power tools

Makita (China) Co., Ltd.

USD

80,000100.0

Production and sales of power tools

Makita (Kunshan) Co., Ltd.

USD

25,000100.0

Production of power tools

Makita (Australia) Pty. Ltd.

AUD

13,000

100.0

Sales of power tools

SC Makita EU S.R.L. (Romania)

RON

975,942100.0

Production of power tools

Note: * indicates that the Proportion of Ownership and Voting interest include the shares owned by the subsidiaries.
(7) Principal Operations
Makita is primarily involved in the production and sales of power tools such as angle grinders, impact drivers, rotary
hammer and circular saws, outdoor power equipment such as grass trimmers and hedge trimmers, pneumatic tools
such as air nailers, and household tools such as cordless cleaners.
(8) Principal Sales Offices and Plants
1. The Corporation
Name

Location

Head office

Anjo (Aichi)

Sales offices

Tokyo, Nagoya, Osaka

Plant

Okazaki (Aichi)

2. Subsidiaries
Name

Location

For Sales
Makita U.S.A. Inc.
Makita (U.K.) Ltd.
Makita Werkzeug GmbH
Makita France SAS
Makita Oy
Makita LLC
Makita (Australia) Pty. Ltd.

Los Angeles (United States)
London (United Kingdom)
Ratingen (Germany)
Bussy Saint-Georges (France)
Helsinki (Finland)
Moscow (Russia)
Sydney (Australia)

For Production and Sales
Makita (China) Co., Ltd.

Kunshan, Jiangsu (China)

For Production
Makita (Kunshan) Co., Ltd.
SC Makita EU S.R.L.

Kunshan, Jiangsu (China)
Branesti (Romania)- 18 -

(8) Employees
1. Employees of Makita
Number of Employees

Increase / Decrease

20,233

1,609 (Increase)

2. Employees of the Corporation
Number of Employees

Increase / Decrease

Average Age

Average Years of Service

3,245

159 (Increase)

40.2

16.8

- 19 -

2. Shareholding Status of the Corporation(1) Total Number of Shares Authorized to be Issued by the Corporation: 992,000,000 shares(2) Total Number of Outstanding Shares:

280,017,520 shares(including treasury stock of 8,485,061 shares)(3) Number of Shareholders:

14,768(4) Major Shareholders:
Percentage(%)

Number of shares held(Thousands of Shares)

Name of Shareholders
The Master Trust Bank of Japan, Ltd. (Trust account)

43,192

15.90

Custody Bank of Japan, Ltd. (Trust account)

12,291

4.52

Maruwa, Ltd.

8,638

3.18

MUFG Bank, Ltd.

8,426

3.10

The Bank of New York Mellon as Depositary Bank for DR Holders

7,791

2.86

Makita Cooperation Companies' Investment Association

6,198

2.28

Sumitomo Mitsui Banking Corporation

5,800

2.13

Nippon Life Insurance Company

5,353

1.97

BNYM AS AGT/CLTS 10 PERCENT

4,172

1.53

National Mutual Insurance Federation of
4,109
1.51
Agricultural Cooperatives
Note: The Percentage is calculated based on the total number of outstanding shares (excluding treasury stock) at the end of
this period.
(5) Shares granted to Directors of the Corporation in consideration of the performance of duties in this period:
Classification
Number of shares
Number of recipients
Directors(excluding Directors who are Audit & Supervisory
6,584 shares
9
Committee Members and Outside Directors)

Reference

Number of entities in which the Corporation is a shareholder, other than those held purely for trading
purposes, and amount recorded on the balance sheet

Amount recorded on the balance sheet(Millions of yen)

Number of the entities

60,00054

52
50,000

52

51
49

50

49

40,00048

45

30,00046
44

20,00042
10,00033,29824,566

20,21330,693

20,942

106th

107th

108th

109th

110th

40
38

0

- 20 -

3. Directors of the Corporation(1) Directors
1. Directors
Title

Name

Chairman*

Masahiko Goto

President*

Munetoshi Goto

Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer

Position at the Corporation and Important Concurrent Posts
Outside Director of HOSHIZAKI CORPORATION

Shinichiro Tomita

General Manager of Purchasing Headquarters

Tetsuhisa Kaneko

General Manager of Research and Development Headquarters

Tomoyuki Ota

General Manager of Quality Headquarters

Takashi Tsuchiya

General Manager of Domestic Sales Headquarters

Masaki Yoshida

General Manager of Production Headquarters

Takashi Omote

General Manager of International Sales Headquarters

Yukihiro Otsu

General Manager of Administration Headquarters

Director

Masahiro Sugino

Advisor of LIXIL Corporation
Outside Director of MISAWA HOMES CO., LTD.
Outside Director of KITAKEI CO., LTD.

Director

Takahiro Iwase

Outside Audit & Supervisory Board Member of DMG MORI CO., LTD.

Director(Standing Audit &Mitsuhiko Wakayama
Supervisory Committee
Member)Director(Standing Audit &Akira Kodama
Supervisory Committee
Member)Director
Attorney at Law (Inoue Shoji Law Firm)(Audit & Supervisory
Shoji Inoue
Outside Director of Meitetsu Transport Co., Ltd.
Committee Member)
Outside Director of Okuma Corporation
Director
Representative of Nishikawa Koji Accounting Firm
(Audit & Supervisory
Koji Nishikawa
Representative Partner of Seimei Audit Corporation
Committee Member)
The Nomination and Compensation Committee Members:
Mr. Masahiro Sugino**, Mr. Masahiko Goto, Mr. Munetoshi Goto, Mr. Takahiro Iwase, Mr. Akira Kodama(** denotes Chairman of the Committee.)
Notes: 1. * denotes Representative Director.
2. In order to promote swift execution of group strategies and strengthen the business affairs of Makita, theCorporation has introduced the Corporate Officer System. Corporate officers consist of 19 members including
Directors.
3. Mr. Masahiro Sugino, Mr. Takahiro Iwase, Mr. Akira Kodama, Mr. Shoji Inoue, and Mr. Koji Nishikawa are
Outside Directors.
4. In order to enhance the effectiveness of the audit and supervisory function, 2 Standing Audit & Supervisory
Committee Members are selected.
5. Mr. Akira Kodama, a Director (Standing Audit & Supervisory Committee Member), has a substantial amount ofexpertise in finance and accounting, through experience working at financial institution for many years.
6. Mr. Koji Nishikawa, a Director (Audit & Supervisory Committee Member), is a certified public accountant, andhas a substantial amount of expertise in finance and accounting.
7. The Corporation has designated Mr. Masahiro Sugino and Mr. Takahiro Iwase each a Director, and Mr. Akira
Kodama, Mr. Shoji Inoue, and Mr. Koji Nishikawa each an Audit & Supervisory Committee Member, as the“Independent Director(s)” as required by the regulations of the Tokyo Stock Exchange and the Nagoya Stock
Exchange and made required notification therefore to these stock exchanges.
8. The Corporation has entered into a directors and officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act with all Directorsand Corporate Officers as well as officers of thesubsidiaries (with regard to overseas subsidiaries, this is limited to officers temporarily transferred from the
Corporation and officers concurrently serving at the Corporation and overseas subsidiaries). The premiums are- 21 -

paid by the Corporation, including riders. The said insurance contract covers damages caused as a result of theinsured executives, etc. assuming responsibilities regarding the execution of their duties or receiving claims
pertaining to the pursuit of such responsibilities. Provided, however, that there are certain exemptions; forexample, the insurance contract does not cover damages caused as a result of any conduct committed with his or
her knowledge that the conduct is in violation of laws and regulations.
2. Outline of Liability Limitation Agreement
With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation has enteredinto a liability limitation agreement with each of the Directors who are Audit & Supervisory Committee Members
and each of the Outside Directors which limits the maximum amount of their liabilities to the total amount provided
for in each of the items of Article 425, Paragraph 1 of the Companies Act.
(2) Total Amounts of Compensation and Bonus to Directors and Audit & Supervisory Board Members
Total amounts of each type of Compensation and Number of payment recipients

Classification

Directors(Excluding
Audit &
Supervisory
Committee
Members)
Directors(Audit &Supervisory
Committee
Members)
Audit &
Supervisory
Board
Members
Total

Total amountsofCompensation(Millions of
Yen)

Base
Compensation(Millions of
Yen)

Compensation linked toconsolidated business result

Number of
payment
recipients

Bonuses(Millions of Yen)

Nonpecuniary Compensation
Restricted
SharesCompensation(Millions of Yen)

Number of
payment
recipients

Number of
payment
recipients

366

108

14

222

9

36

11

31

31

4

-

-

-

-

10

10

4

-

-

-

-

407

149

22

222

9

36

11

Notes: 1. The aggregate amount of base compensation includes the amount of 35 million yen paid to Outside Executives(3 Outside Directors (excluding Directors who are Audit & Supervisory Committee Members), 3 Outside
Directors (Audit & Supervisory Committee Members), and 3 Audit & Supervisory Board Members).
2. Other than the above, the amount of 146 million yen was paid to 8 Directors who concurrently serve as
employees as employee salaries (including bonuses).
3. The Corporation terminated the retirement allowance plan for Directors and Audit & Supervisory Board
Members as of the conclusion of the Ordinary General Meeting of Shareholders held on June 29, 2006. At such
Ordinary General Meeting of Shareholders, it was resolved that retirement allowance for Directors and Audit &Supervisory Board Members were to be paid at the time of each retirement, and it was further resolved that thedetermination of the specific amount, payment method and other related matters were left to resolutions of theBoard of Directors with respect to the Directors and discussion of the Audit & Supervisory Board Memberswith respect to the Audit & Supervisory Board Members. However, at the meeting of the Board of Directors
held on January 29, 2021, it was resolved that the determination of the amount, payment method and otherrelated matters of the retirement allowance for Directors be delegated to the Nomination and Compensation
Committee at the time of the actual retirement of the eligible Directors.
4. Other than the above, in accordance with the decision of the Nomination and Compensation Committee under
the authority delegated by a resolution of the Board of Directors held on January 29, 2021, the amount of 25
million yen as the retirement allowance was paid to 2 Directors who were retired. The amount recorded in theretirement allowance for Directors as of March 31, 2022 is 300 million yen, which will be paid to 1 Director.
5. At the Ordinary General Meeting of Shareholders held on June 25, 2021, it was resolved that the maximum
amounts of annual compensation for Directors (excluding Directors who are Audit & Supervisory Committee
Members) was 240 million yen (excluding the bonus and the amounts paid to Directors who concurrently serve
as employees as employee salaries), and that the maximum amounts of annual compensation for Outside
Directors was 35 million yen. There were 11 Directors (excluding Directors who are Audit & Supervisory
Committee Members) after such Meeting. At such Meeting, it also was resolved that the maximum amounts of- 22 -

annual compensation for Directors who are Audit & Supervisory Committee Members was 60 million yen.
There were 4 Directors who are Audit & Supervisory Committee Members. At the Ordinary General Meeting of
Shareholders held on May 16, 1989, it was resolved that the maximum amounts of annual compensation for
Audit & Supervisory Board Members before transition to a Company with an Audit & Supervisory Committee
was 60 million yen. There were 3 Audit & Supervisory Board Members after such Meeting.
6. The Corporation pays bonuses to Directors (excluding Directors who are Audit & Supervisory Committee
Members and Outside Directors) as compensation linked to consolidated business result, etc.
For the purpose of management of the Corporation in a manner favorable to shareholders, just as in the case ofdividend payment, bonuses are based on the profit attributable to owners of the parent per share (Basic) after
certain adjustments reflecting special circumstances. After consulting with and receiving an advice from theNomination and Compensation Committee, the Board of Directors determines the total amount of bonuses
based on a certain formula and submits the total amount of bonuses to the General Meeting of Shareholders.
The allocation of bonuses to each Director is determined by the Nomination and Compensation Committee
under the authority delegated by a resolution of the Board of Directors, based on performance, positions andother factors. The profit attributable to owners of the parent per share (Basic) after certain adjustments
excluding special circumstances in this period is 238.54 yen.
7. The Corporation grants restricted shares compensation to Directors (excluding Directors who are Audit &Supervisory Committee Members and Outside Directors) as nonpecuniary compensation. The Corporation
passed a resolution introducing compensation system by the allotment of restricted shares on the Ordinary
General Meeting of Shareholders held on June 25, 2021.
At a time, it was resolved that the maximum total annual amount of monetary compensation receivables to be
paid to Eligible Directors as compensation relating to the restricted shares was set at 100 million yen, separatelyfrom the compensation set forth in Note 5 above, and that the maximum total number of the restricted shares tobe allotted to Eligible Directors in each fiscal year was 100,000 shares. The number of Directors subject to theresolution of this General Meeting of Shareholders is 9 (excluding Directors who are Audit & Supervisory
Committee Members and Outside Directors).
The details of such restricted shares compensation are as described in “(4) Restricted Shares Compensation”(page 25).
8. The above restricted shares compensation represents the expenses recorded for this period.

- 23 -

(3) Decision-Making Policy on Individual Compensation for Directors and the Delegation of Decision
1. Matters concerning Decision-Making Policy on Individual Compensation for Directors (excluding Directors who
are Audit & Supervisory Committee Members)
After consulting with and receiving an advice from the Nomination and Compensation Committee, at the meetingof the Board of Directors, the amendment of decision-making policy on individual compensation for Directors(excluding Directors who are Audit & Supervisory Committee Members; the same shall apply throughout 1. and2.) was resolved. The compensation for Directors consists of monthly compensation, bonuses and restricted sharescompensation, and for the purpose of provision of sound incentives for improving the corporate value over the
medium-to-long term, the Corporation appropriately determines the proportion of the monthly compensation,bonuses and restricted shares compensation.
The compensation for individual Directors for this period (excluding bonuses) is based on the decision-making
policy resolved by the Board of Directors. The Board of Directors has judged that the compensation for individual
Directors has been determined through the procedures specified in the relevant policy, and the content of suchcompensation is in line with such policy. At the Board of Directors held on April 27, 2021, the amendment ofdecision-making policy on individual compensation for Directors such as the replacement of terms was resolved, inorder to prepare for the transition to a Company with an Audit & Supervisory Committee.
2. Matters concerning Delegation of Decision regarding Compensation for Individual Directors
With respect to monthly compensation and bonuses, decision of the amount of individual compensation for
Directors shall be delegated to the Nomination and Compensation Committee pursuant to a resolution by the Boardof Directors. The Nomination and Compensation Committee consists of 5 members: Chairman and Representative
Director Masahiko Goto, President and Representative Director Munetoshi Goto, Outside Director Masahiro
Sugino , Outside Director Takahiro Iwase, and Outside Director (Audit & Supervisory Committee Member) Akira
Kodama. The Chairman of the Committee is Outside Director Masahiro Sugino.
The reason that the Board of Directors delegated the decision of the monthly compensation and bonuses forindividual Directors to the Nomination and Compensation Committee is to ensure the transparency, objectivity,and fairness of the procedures for decision of the compensation, by entrusting the deliberation and decision to theNomination and Compensation Committee, whose majority and chairman are an Outside Director independent of
the management.
The amount of compensation for individual Directors regarding bonuses in this period is scheduled to be
determined by the Nomination and Compensation Committee under the authority delegated by the Board of
Directors, through deliberation in a diversified manner, including considering the consistency with thedecision-making policy. The Board of Directors has respected such determination and judged that it is in line withthe decision-making policy on individual compensation for Directors.
Note: With respect to the decision of the amount of individual compensation for Directors regarding monthly
compensation up to June 2021, the amount of monthly compensation for each Director is determined by
Chairman and Representative Director Masahiko Goto under the authority delegated by the Board of Directors,
upon consultation with other Directors and based on certain rules, such as taking into account performance,
positions, increase of employee salary and other factors, within the scope of the maximum amount ofcompensation resolved by the General Meeting of Shareholders. This amount of compensation is based on thedecision-making policy resolved by The Board of Directors. The Board of Directors has judged that thecompensation for individual Directors has been determined through the procedures specified in the relevant
policy, and the content of such compensation is in line with such policy.The reason for delegating the authority
to the Chairman and Representative Director is that the Corporation has judged that he is able to determine theamount of compensation for officers upon comprehensive consideration. The amount of compensation for
individual Directors regarding monthly compensation from July 2021 has been determined by the Nomination
and Compensation Committee under the authority delegated by a resolution of the Board of Directors, based on
the decision-making policy after the amendment pursuant to a resolution of the Board of Directors.
3. Compensation to Directors who are Audit & Supervisory Committee Members
Full amount of the compensation to Directors who are Audit & Supervisory Committee Members is fixed so thatthe independence of the Audit & Supervisory Committee Members from the management can be secured and thespecific amount for each Director who is Audit & Supervisory Committee Member is decided through discussions
among Directors who are Audit & Supervisory Committee Members.

- 24 -

(4) Restricted Shares Compensation
1. Description of Restricted Shares Compensation
Restricted shares compensation is introduced to Directors who are Audit & Supervisory Committee Members andDirectors (excluding Outside Directors) (hereinafter collectively referred to as the “Eligible Directors”) in order toallow Eligible Directors to share the risks and benefits of stock price fluctuations with shareholders to a greater
extent and further enhance their motivation to contribute to improving the stock price and the corporate value of
the Corporation.
The allotment of restricted shares to each Eligible Director is decided based on position, etc. at the Board of
Directors after consulting with and receiving an advice from the Nomination and Compensation Committee.
The restricted shares are granted at a certain time each year.
2. Details regarding transfer restrictions
Eligible Directors to whom the restricted shares have been allotted shall not transfer such allotted shares(hereinafter referred to as the “Allotted Shares”) to third parties, establish a pledge or a security interest on theshares, use them as an inter vivos gift, bequest them to another party, or otherwise dispose of the Allotted Shares(hereinafter referred to as “Transfer Restrictions”) for a period of 50 years (hereinafter referred to as the “Transfer
Restrictions Period”).
3. Gratis acquisition of the restricted shares
The Corporation shall acquire the restricted shares without compensation if an Eligible Director who has beenallotted the Allotted Shares retires as a Director of the Corporation anytime between the initial day of the Transfer
Restrictions Period until the day preceding the first subsequent Ordinary General Meeting of Shareholders, except
when there are reasons deemed legitimate by the Board of Directors.
In addition, the Corporation shall rightly acquire any of the Allotted Shares without compensation for which theTransfer Restrictions have not been removed in accordance with the reasons set forth in “4.” below at the
expiration of the Transfer Restrictions Period in “2.” above.
4. Removal of Transfer Restrictions
The Corporation will remove Transfer Restrictions on all the Allotted Shares upon expiration of the Transfer
Restrictions Period if an Eligible Director who has been allotted the restricted shares continues to hold the positionof a Director of the Corporation from the initial day of the Transfer Restrictions Period until the day of the first
subsequent Ordinary General Meeting of Shareholders.
However, if said Eligible Director has continued to hold the position of a Director of the Corporation upon
expiration of the Transfer Restrictions Period, the Transfer Restrictions will not be removed on all the Allotted
Shares held by said Eligible Transfer upon said expiration.
If said Eligible Director retires as a Director of the Corporation before the expiration of the Transfer Restrictions
Period for reasons deemed legitimate by the Board of Directors, the number of the Allotted Shares for which theTransfer Restrictions will be removed and the timing of the removal of Transfer Restrictions shall be reasonably
adjusted as needed.
5. Delivered Restricted Shares Compensation Status
This is as described in “2.(5) Shares granted to Directors of the Corporation in consideration of the performance of
duties in this period” (page 20).

- 25 -

(5) Outside Directors
1. Relation between important organization of concurrent post and the Corporation
There is no special interest between important organization of concurrent post and the Corporation.
2. Major activities during this period
Classification

Name

Attendance rate of theBoard of Directors
meetings(total attended/ total held)

Attendance rate of the
Audit & Supervisory
Board meetings(total attended/ total held)

Attendance rate of the
Audit& Supervisory
Committee meetings(total attended/ total held)

Director

Masahiro Sugino

100%(12/12)--

Director

Takahiro Iwase

90%(9/10)--- 26 -

Major activities

He has a thorough experienceof corporate management,
and broad insight because hehas participated in the
management of LIXIL Group
Companies for many years,
and expressed his opinionsfrom the perspective at theBoard of Directors of the
Corporation.
So, he contributed todecision-making fromvarious viewpoints at theBoard of Directors andenhancement of thesupervisory function for the
management, and performed
his appropriate role as
Outside Director.
As chairman of theNomination andCompensation Committee, hecontributes to ensuringtransparency, objectivity andfairness in the determinationof candidates andcompensation for Directors(excluding Directors who are
Audit & Supervisory
Committee members).
He has a thorough experienceof corporate management andbroad insight because he has
participated in the
management of corecompanies of the Toyota
Group for many years, andexpressed his opinions fromthe perspective at the Boardof Directors of the
Corporation.
So, he contributed todecision-making fromvarious viewpoints at theBoard of Directors andenhancement of thesupervisory function for the
management, and performed
his appropriate role as
Outside Director.
As Member of theNomination andCompensation Committee, hecontributes to ensuringtransparency, objectivity andfairness in the determinationof compensation for
Directors (excluding
Directors who are Audit &Supervisory Committee
members).

Director(Audit&Supervisory
Committee
Member)Akira Kodama

100%(12/12)

100%
(4/4)

100%
(10/10)

Director(Audit&Supervisory
Committee
Member)Shoji Inoue100%(12/12)

100%
(4/4)

100%
(10/10)

Director(Audit&Supervisory
Committee
Member)Koji Nishikawa

100%(10/10)-100%(10/10)He has many years ofexperience at financial
institutions and expertise inaccounting and so on, andexpressed his opinions fromthe perspective at the Boardof Directors and the Audit &Supervisory Committee.
So, he contributed todecision-making fromvarious viewpoints at theBoard of Directors andenhancement of thesupervisory function for the
management, and performed
his appropriate role as
Outside Director who isStanding Audit &Supervisory Committee
Member.
As Member of theNomination andCompensation Committee, hecontributes to ensuringtransparency, objectivity andfairness in the determinationof candidates andcompensation for Directors(excluding Directors who are
Audit & Supervisory
Committee members).
He has extensive knowledge
and expertise gained throughhis practice as attorney atlaw, and expressed his
opinions from theperspective at the Board of
Directors and the Audit &Supervisory Committee.
So, he contributed todecision-making fromvarious viewpoints at theBoard of Directors andenhancement of the audit andsupervisory function for the
management, and performed
his appropriate role as
Outside Director who is
Audit & Supervisory
Committee Member.
He has extensive knowledge
and expertise in corporate
accounting audits as acertified public accountant
and expressed his opinionsfrom the perspective at theBoard of Directors and the
Audit & Supervisory
Committee.
So, he contributed todecision-making fromvarious viewpoints at theBoard of Directors andenhancement of the audit andsupervisory function for the
management, and performed
his appropriate role as
Outside Director who is
Audit & Supervisory
Committee Member.

Note: The Attendance rates of Mr. Takahiro Iwase and Mr. Koji Nishikawa, an Outside Directors, show after assumption on
June 25, 2021.

- 27 -

4. Accounting Auditor(1) Name of Accounting Auditor: KPMG AZSA LLC(2) Compensation and Other Amounts
Amount of payment(Millions of Yen)
1. Compensation and other amounts to the Accounting Auditor for this period124

2. Total amount of cash and other financial benefits payable by the Corporationand its subsidiaries to the Accounting Auditor

124

Notes: 1. As the audit agreement between the Corporation and its accounting auditors does not differentiatecompensation for audit under the Companies Act from the one for audit under Financial Instruments andExchange Law, the amount shown in 1. above represents total compensation and other amounts for bothaudits.
2. The Audit & Supervisory Board agreed to compensation to Accounting Auditors as stipulated in Article
399, Paragraph 1 of the Companies Act at the Audit & Supervisory Board held on May 21, 2021, after
examination of their performance of accounting audit services and basis for the calculation of the estimatedamount of their compensation in the prior years, which examination was made in line with the “Practical
Guidelines for Cooperation with Accounting Auditors” released by the Japan Audit & Supervisory Board
Members Association.
3. KPMG AZSA LLC is a member firm in Japan of KPMG International and the accounting audits of all
principal subsidiaries of the Corporation are conducted by member firms of KPMG International.
(3) Contents of Non-Audit Services
None.
(4) Decision-Making Policy on Dismissal or Non-Reappointment of Accounting Auditor
If the accounting auditor falls under any of the events prescribed in each of the items of Article 340, Paragraph 1 of theCompanies Act, the Audit & Supervisory Committee shall dismiss such accounting auditor with the consent of all the
Audit & Supervisory Committee Members. In the case of such dismissal, the Audit & Supervisory Committee Members
selected by the Audit & Supervisory Committee shall reported such dismissal and the reasons to the first General
Meeting of Shareholders to be held after such dismissal.
In addition, if it is identified as difficult for the accounting auditor to properly conduct audits as a result of any reason
that may harm the independence of the accounting auditor, the Audit & Supervisory Committee will decide the detailsof the agenda concerning the non-reappointment of such accounting auditor that is to be submitted to a General Meetingof Shareholders, and pursuant to such decision, the Board of Directors will submit the agenda concerning the
non-reappointment of such accounting auditor to the General Meeting of Shareholders.

- 28 -

5. Systems and Policies of the Corporation(1) Systems to ensure that Corporation’s operation will be conducted appropriately
1. Systems to ensure that the duties of Directors and employees are executed in compliance with laws and regulations
and the Articles of Incorporation(i) The Board of Directors establishes the “Code of Ethics” and the “Guideline to the Code of Ethics for Makita”
as the principles for all Executives, and employees of Makita and each of the Directors shall keep all
Corporate Officers and employees informed of and in compliance with such ethics.
(ii) In order to ensure corporate ethics and compliance, Makita establishes the “Regulations Regarding Corporate
Ethics Help Line (Internal Reporting),” sets contact points both internally and outside Makita, and builds asystem to discover internal problems. In addition, an inquiry point shall be established on the Makita’s
website, to receive opinions and suggestions from outside Makita concerning accounting, internal controls
and auditing.
(iii) An Internal Audit Division conducts internal audit as deemed necessary.
2. Systems concerning the retention and management of information regarding the execution of duties by Directors
Information regarding the execution of duties by Directors shall be appropriately kept and managed in accordancewith internal regulations such as the Regulations of the Board of Directors and the Regulations on Corporate
Approval. Directors shall have access to such information.
3. Rules and other systems for risk management(i) Each Director has the power and responsibility to build a risk management system in Makita in the businessareas of which they are in charge, and in the case where a significant event affecting the management of
Makita arises, the Director shall report such event to the Board of Directors and the Audit & Supervisory
Committee.
(ii) Rules and guidelines on risk management regarding quality control, accident prevention, cash management
and others, shall be established as necessary and operated by each department.
4. Systems to ensure the efficient execution of Director’s duties(i) A regular meeting of the Board of Directors shall be held once a month and extraordinary meetings shall beheld whenever necessary. In addition, pursuant to management policy decided by the Board of Directors,
priority targets shall be established for each department in each period. Each Director shall execute his duty toaccomplish relevant target and the Board of Directors shall oversight the progress and performance thereof.
(ii) The Board of Directors establishes standards concerning management structure and organization, positions,divisions of functions and duties and powers, which constitutes the basis for implementing management
policy, and operates business systematically and efficiently.
(iii) The Board of Directors introduces the Corporate Officer System in order to promptly implement Makita
strategy and strengthen the operational organization, and thereby make the business operation flexible andefficient.
(iv) Makita assigns respective liaison departments to all subsidiaries within the Corporation, and makes efforts toenhance group-wide management efficiency through discussions and consultations, information exchanges
with the objective of efficiently operating subsidiaries.
5. Systems to ensure the adequacy of business operations within Makita(i) Each of all subsidiaries is under control of Directors who are in charge of such subsidiary and importantmanagement matters and matters concerning misconduct shall be reported appropriately to such Director inaccordance with the Reporting Policy. The Director who is in charge of such subsidiary, upon receipt of suchreport, shall inform the Board of Directors of the status of supervision when necessary.
(ii) To ensure the credibility of financial reporting, the Corporation establishes policies on documentation andassessment of internal controls of financial reporting of Makita and evaluates the effectiveness of said
policies.
(iii) For supervision and review of internal control systems of Makita by the Audit & Supervisory Committee, asystem shall be established for the Audit & Supervisory Committee to cooperate with the Internal Audit
Division and other related division and to receive report from Accounting Auditors.
6. Matters concerning employees posted to assist the duties of the Audit & Supervisory Committee
As employees assisting the duties of the Audit & Supervisory Committee, necessary personnel shall be posted toassist the duties of the Audit & Supervisory Committee.
7. Matters to ensure the independence of employees from Directors (excluding Directors who are Audit &- 29 -

Supervisory Committee Members), as stated in the preceding item, and the effectiveness of directions given by
Audit & Supervisory Committee to those employees(i) Employees assisting the duties of the Audit& Supervisory Committee shall not work concurrently at otherdivisions, but shall exclusively follow directions from the Audit & Supervisory Committee.
(ii) In order to ensure the independence of such employees from Directors, the consent of the Audit &Supervisory Committee is required for matters concering the appointment and change of such employees.
8. Systems in accordance with which the Directors (excluding Directors who are Audit & Supervisory Committee
Members) and employees report to the Audit & Supervisory Committee , other systems concerning reports to the
Audit & Supervisory Committee and systems to ensure that Directors and employees who make a report are nottreated unfairly because of the report(i) Directors, Corporate Officers and employees of Makita shall report to the Audit & Supervisory Committeewith respect to matters that may cause significant damage to Makita, important management matters, mattersconcerning misconduct, status of structures and operation of the internal control system, and the operation ofinternal reporting system and the results of reports received under such system.
(ii) The Corporation shall prepare a system that enables the Audit & Supervisory Committee Members selectedby the Audit & Supervisory Committee of the Corporation to request reports from Directors, Corporate
Officers and employees of Makita when necessary and allows the Audit & Supervisory Committee toexchange opinions with the Directors and Accounting Auditors of Makita.
(iii) The Corporation prohibits any unfair treatment of Directors, Corporate Officers, and employees of Makita
who make a report to the Audit & Supervisory Committee as a result of such report, and ensures all Directors,
Corporate Officers, and employees of Makita are informed to that effect.
9. Other systems to ensure that audits by the Audit & Supervisory Committee will be conducted effectively(i) In order to enhance the supervisory function of the Audit & Supervisory Committee over Accounting
Auditors, “Policies and Procedures concerning Prior Approval of Auditing and Non-Auditing Services” shallbe established. In addition, to ensure that audits by the Audit & Supervisory Committee will be conductedeffectively, audit shall be conducted in accordance with Standards for audit, etc. by the Audit & Supervisory
Committee.
(ii) Full amount of the compensation to Directors who are Audit & Supervisory Committee Members shall be
fixed so that the independence of the the Audit & Supervisory Committee can be secured.
(iii) Expenses related to executing the duties of the Audit & Supervisory Committee Members (limited to thoserelated to executing the duties of the Audit & Supervisory Committee) are securely budgeted each fiscal year
and borne by the Corporation.
10. Systems to ensure elimination of antisocial forces(i) From the viewpoint of corporate social responsibility, Makita will consistently take a resolute stance against
involvement in, and have absolutely no relationship with, the activities of antisocial forces that may threaten
the order and the security of civil society.
(ii) Makita’s policy of “no intervention by antisocial forces has been permitted” is publicly announced, bothinternally and outside the Corporation, by expressly stipulating such in the management policy/quality policy
and by displaying such on the Corporation’s website.
(iii) Ban on transactions with antisocial forces is expressly stated in the “Guidelines to the Code of Ethics for
Makita” which prescribes the standards for officer and employee conduct applicable in the execution of theirtasks. Each Director shall keep all Corporate Officers and employees informed of and in compliance withsuch prohibition.
(iv) The Corporation has been liaising closely with the police and external related organizations, including the
Public Interest Incorporated Foundation for Aichi Residents’ Conference for Violence, and endeavors toprevent any involvement in activities of antisocial forces, any damage caused thereby, and others.
(v) In addition to collecting information relevant to activities of antisocial forces from the police and external
related organizations, the Corporation voluntarily participates in seminars. Also, the Corporation endeavors toshare information within the Corporation and related departments of Makita.

- 30 -

(2) Implementation status of systems necessary for ensuring that the Corporation’s operations are conducted
appropriately
1. Compliance(i) The Corporation keeps all officers and employees of Makita informed and provides training on the “Code of
Ethics,” “Guidelines to the Code of Ethics for Makita,” and “Regulations Regarding Corporate Ethics Help
Line (Internal Reporting),” on a continual basis.
(ii) The Corporation conducts a questionnaire survey of all employees to raise awareness about the importance ofcompliance and have them better understand the “Code of Ethics.”
2. Risk management
The Disclosure Committee meetings are held periodically during this period, at which Representative Directors,
Directors in charge, Directors who are Standing Audit & Supervisory Committee Members, and General
Managers of Internal Audit Division and respective departments of the Corporation meet to detect and extract andexamine risks involved in the business activities of Makita.
3. Internal audits(i) The Internal Audit Division carries out internal audits of Makita, and reported their results to the Audit &Supervisory Committee and the management.
(ii) The Corporation has established a framework under which any deficiency in internal controls found during aninternal control audit is appropriately corrected or redressed in a timely manner.
4. Systems to ensure the efficient execution of Directors’ duties(i) The Board of Directors approves annual targets set by each department and oversees their progress towardachievement.
(ii) Corporate Officers in charge of operation (19 officers as of March 31, 2022, including 6 officers overseas) are
assigned to major departments in order to operate business systematically and efficiently.
5. Duties of the Audit & Supervisory Committee Members(i) The Audit & Supervisory Committee meet Accounting Auditors and exchange information every quarter.
(ii) The Audit & Supervisory Committee have individual interviews with Directors (excluding Directors who are
Audit & Supervisory Committee Members) to exchange information.
(iii) Expenses necessary for executing the Audit & Supervisory Committee Members’ duties (limited to thoserelated to executing the duties of the Audit & Supervisory Committee) are handled promptly at the request of
Audit & Supervisory Committee Members.
(3) The policy regarding dividend payment
The Corporation has its basic policy for profit distribution to propose the dividends with a target consolidated
dividend payout ratio of at least 30% of profit, with a minimum amount for annual total dividends at 10 yen per
share; provided, however, that if special circumstances arise, the amount of dividends will be determined basedon profit attributable to owners of the parent per share (Basic) after certain adjustments reflecting suchcircumstances. With respect to repurchases of its outstanding shares, the Corporation aims to implement a
flexible capital policy, augment the efficiency of its capital employment, and thereby boost shareholder profit.
Also the Corporation continues to consider execution of own share repurchases in light of trends in stock prices.

The Corporation intends to maintain a financial position strong enough to withstand the challenges
associated with changes in its business environment and other changes and allocate funds for strategic
investments aimed at expanding its global operations.
There was a provision in the Articles of Incorporation stipulating that the Corporation may, by a resolution of theBoard of Directors, pay interim dividends, the record date of which was the 30th day of September each year.
However, at the 109th Ordinary General Meeting of Shareholders held on June 25, 2021, the Corporation
resolved a Partial Amendment to the Articles of Incorporation, and stipulated that, unless otherwise provided forin laws and regulations, the Corporation may, by a resolution of the Board of Directors, carry out the mattersprovided for in each item of Article 459, Paragraph 1 of the Companies Act, including dividends from surplus.
Even after the amendment to the Articles of Incorporation, year-end dividends will, in principle, continue to be

determined at the General Meeting of Shareholders.

- 31 -

CONSOLIDATED BALANCE SHEET(As of March 31, 2022)(Millions of Yen)
(Assets)
Current assets(Liabilities)
684,959

224,165

Current liabilities

Cash and cash equivalents

71,057

Trade payables and other payables

67,274

Trade receivables and other receivables

117,541

Borrowings

79,674Inventories

475,128

Other financial liabilities

9,888

Other financial assets

5,281

Income taxes payable

14,767

Other current assets

15,952

Provisions

4,381

322,538

Other current liabilities

48,181

Non-current assets
Property, plant and equipment

243,636

Goodwill and intangible assets

10,085Retirement benefit liabilities

3,160

Other financial assets

41,545

Other financial liabilities

13,954Retirement benefit asset

11,286

Provisions

1,595

Deferred income taxes

12,238Deferred tax liabilities

11,888Other non-current assets

3,748

Other non-current liabilities

Non-current liabilities

30,802

205
254,967

Total liabilities(Equity)Common stock

23,805Additional paid-in capital

45,585Retained earnings

640,577

Treasury stock, at cost

(11,540)

Other components of equity
Total equity attributable to owners of theparentNon-controlling interest
Total equity
Total assets

1,007,497

Note: Amounts less than 1 million yen have been rounded.

- 32 -

Total liabilities and equity

47,917746,3446,186
752,530
1,007,497

CONSOLIDATED STATEMENT OF INCOME(From April 1, 2021 to March 31, 2022)(Millions of Yen)

REVENUE739,260

Cost of sales(510,942)

GROSS PROFIT

228,318

Selling, general, administrative and others, net(136,590)

OPERATING PROFIT

91,728Financial income

1,937

Financial expenses(1,182)PROFIT BEFORE INCOME TAXES

92,483

Income tax expenses(27,146)

PROFIT

65,337

Profit attributable to:
Owners of the parent

64,770Non-controlling interests

567

Note: Amounts less than 1 million yen have been rounded.

- 33 -

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY(From April 1, 2021 to March 31, 2022)(Millions of Yen)
Equity attributable to owners of the parent

Balance at April 1, 2020

Retainedearnings

Common stock

Additional
paid-in capital

23,80545,559588,644

Treasury stock

Other
components ofequity(11,543)

11,39064,770

Profit for this period-

26

42,426

107,196

(7)

(7)

10

36
(5,899)--26(12,837)

3(5,899)(18,707)

23,80545,585640,577(11,540)

47,917746,344

Total equity

Balance at April 1, 2020

5,471

663,326

Profit for this period

567

65,337

Other comprehensive
income355

42,781

Comprehensive income

922

108,118(207)(18,943)

Purchase of treasury
stock
Share-based paymenttransaction
Transfer from othercomponents of equity
to retained earnings
Total amounts oftransactions withownersBalance at March 31,
2021

42,426(18,736)

5,899

Non-controllinginterest

Dividends paid-

42,426(18,736)

Dividends paid
Purchase of treasury
stock
Share-based paymenttransaction
Transfer from othercomponents of equity
to retained earnings
Total amounts oftransactions withownersBalance at March 31,
2021

64,770-657,855
64,770

Other comprehensive
incomeComprehensive income

Total

(7)
36
(207)

(18,914)6,186

752,530

Note: Amounts less than 1 million yen have been rounded.

- 34 -

BALANCE SHEET(As of March 31, 2022)(Millions of Yen)
(Assets)
Current assets(Liabilities)
249,595

Cash and time deposits

5,905Trade notes receivable

157

Current liabilities

167,695

Trade accounts payable

80,257

Other payable

4,256

Trade accounts receivable

167,810

Accrued expenses

7,987

Finished goods and merchandise

39,285

Income taxes payable

7,919

Work-in-process

2,433

Allowance for directors’ bonuses

222

Raw materials and supplies

5,794

Allowance for product warranties

594

Short-term loans receivable

21,607

Short term borrowings

60,000

Other

6,625

Other

6,460

Allowance for doubtful accounts(21)

Fixed assets
Tangible fixed assets

Long term liabilities
Retirement and termination allowance

356,073Retirement allowance for directors and audit &

1,454
238
300

Tools, furniture and fixtures

91,19841,253
2,998
7,703
152
7,187

Land

18,925

Shareholders' equity

429,415

Construction in progress

12,980Common stock

24,206

Intangible fixed assets

2,516

Capital surplus

47,701

Software

1,064

Buildings
Structures
Machinery and equipment

Vehicles and transportation equipment

Industrial property rights
Other

400
1,052

supervisory board members
Long-term deposits payable
Other

Total liabilities

178
738
169,149(Net assets)

Additional paid-in capital
Other capital surplus
Retained earnings

47,525176
369,048

Investment and other assets

262,359

Legal reserve

Investment securities

23,988Other retained earnings

363,379

113,498

Reserve for dividend

750

95,392

Reserve for technical research

1,500

Reserve for advanced depreciation

2,372

Stocks of affiliates
Investment in affiliates
Long-term loans receivable

18

5,669

Lease deposits

15,939General reserves

85,000Prepaid pension cost

11,211Retained earnings carried forward

273,757

Deferred income taxes

2,291

Other

22

Treasury stock
Valuation and translation adjustments
Net unrealized gains on securities
Total net assets

Total assets

605,668

Total liabilities and net assets

Note: Amounts less than 1 million yen have been rounded.

- 35 -(11,540)
7,104
7,104
436,519605,668

STATEMENT OF INCOME(From April 1, 2021to March 31, 2022)(Millions of Yen)
Net sales

536,677

Cost of sales

455,933

Gross profit

80,744

Selling, general and administrative expenses

49,170Operating income

31,574Non-operating income
Interest and dividend income

4,571

Gain on sale of securities

13

Foreign exchange gains

1,336

Other non-operating income

559

6,479

Non-operating expense
Interest expenses

5

Loss on sale of securities

2

Other non-operating expense

6

Ordinary income

13
38,040Extraordinary gain
Gain on sales of fixed assets
Gain on sale of investment securities

0

0

7,882

7,882

Extraordinary loss
Loss on extinguishment of tie-in shares

34

Loss on sale and disposal of fixed assets

631

Loss on sale of investment securities

22

687

Income before income taxes

45,235

Income taxes - current

12,855

Income taxes - deferred(536)

Net income

32,916

Note: Amounts less than 1 million yen have been rounded.

- 36 -STATEMENT OF CHANGES IN NET ASSETS(From April 1, 2021 to March 31,2022)(Millions of Yen)
Shareholders’ equity
Capital surplus
Common stock
Balance at April 1, 2020
Changes during this period
Provision of reserve foradvanced depreciation
Reversal of reserve foradvanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during this period
Balance at March 31, 2021

Additional paid-in capital

Other capital surplus

Total capital surplus

47,525151

47,676

25

25

25
176

25
47,701

24,20624,20647,525
Shareholders’ equity
Retained earnings
Other retained earnings

Balance at April 1, 2020
Changes during this period
Provision of reserve foradvanced depreciation
Reversal of reserve foradvanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during this period
Balance at March 31, 2021

Balance at April 1, 2020
Changes during this period
Provision of reserve foradvanced depreciation
Reversal of reserve foradvanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during this period
Balance at March 31, 2021

Legal Reserve Reserve Reserve forfor
reserveadvancedfortechnical depreciation
dividend
research
5,669
750
1,500
2,410

Generalreserves
85,000(38)

Retainedearnings
carriedforward259,539

750

(38)
2,372

1,500

354,868

Total
Treasuryshareholders’stockequity(11,543)415,207(7)
10(18,736)
32,916(7)
35

3(11,540)

14,208429,41538(18,736)
32,916

5,669

Total
retainedearnings

85,00014,218273,757

Valuation and translation adjustments
Net unrealized gains on
Total valuation and translation
securities
adjustments
15,161
15,161(18,736)
32,91614,180369,048

Total net assets
430,368(18,736)
32,916(7)
35(8,057)(8,057)(8,057)(8,057)
7,104(8,057)
7,104

6,151
436,519

Note: Amounts less than 1 million yen have been rounded.

- 37 -

(English Translation of the Independent Auditor’s Report Originally Issued in the Japanese Language)
Accounting Audit Report of Accounting Auditor on Consolidated Financial Statements
Independent Auditor’s Report
May 18, 2022
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Nagoya Office
Yasuyuki Morimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaki Kawaguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Ryosuke Okado (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

OpinionWe have audited the consolidated financial statements, which comprise the consolidated balance sheet, the consolidated
statement of income, the consolidated statement of changes in equity and the notes to consolidated financial statements ofMakita Corporation (“the Company”) and its consolidated subsidiaries (collectively referred to as “the Group"), as at March
31, 2022 and for the year from April 1, 2021 to March 31, 2022 in accordance with Article 444-4 of the Companies Act.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
financial position and the results of operations of the Group for the period, for which the consolidated financial statements
were prepared, in accordance with the second sentence of Article 120-1 of the Ordinance of Companies Accounting thatprescribes some omissions of disclosure items required under International Financial Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements sectionof our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of theconsolidated financial statements in Japan, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Other Information
The other information comprises the business report and its supplementary schedules. Management is responsible for the
preparation and presentation of the other information. The audit and supervisory committee are responsible for overseeing thedirectors’ performance of their duties with regard to the design, implementation and maintenance of the reporting process forthe other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our- 38 -

knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit and Supervisory Committee for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordancewith the second sentence of Article 120-1 of the Ordinance of Companies Accounting that prescribes some omissions of
disclosure items required under IFRS, and for such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue asa going concern, disclosing, as applicable, matters related to going concern in accordance with the second sentence of Article
120-1 of the Ordinance of Companies Accounting that prescribes some omissions of disclosure items required under IFRS.
The audit and supervisory committee are responsible for overseeing the directors’ performance of their duties with regard to
the design, implementation and maintenance of the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, while the objective of the audit is not to express an opinion on the effectiveness of the Group’s
internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going
concern.



Evaluate whether the presentation and disclosures in the consolidated financial statements are in accordance with thesecond sentence of Article 120-1 of the Ordinance of Companies Accounting that prescribes some omissions of
disclosure items required under IFRS, the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the audit and supervisory committee regarding, among other matters, the planned scope and timing of
the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit and supervisory committee with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards.

- 39 -

Interest required to be disclosed by the Certified Public Accountants Act of Japan
We do not have any interest in the Group which is required to be disclosed pursuant to the provisions of the Certified Public
Accountants Act of Japan.

- 40 -

(English Translation of the Independent Auditor’s Report Originally Issued in the Japanese Language)
Accounting Audit Report of Accounting Auditor on Non-Consolidated Financial Statements

Independent Auditor’s Report
May 18, 2022
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Nagoya Office
Yasuyuki Morimoto (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaki Kawaguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Ryosuke Okado (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
OpinionWe have audited the financial statements, which comprise the balance sheet, the statement of income, the statement ofchanges in net assets and the notes to non-consolidated financial statements, and the accompanying supplementary schedules(“the financial statements and the accompanying supplementary schedules”) of Makita Corporation (“the Company”) as at
March 31, 2022 and for the year from April 1, 2021 to March 31, 2022 in accordance with Article 436-2-1 of the Companies
Act.
In our opinion, the financial statements and the accompanying supplementary schedules referred to above present fairly, in allmaterial respects, the financial position and the results of operations of the Company for the period, for which the financial
statements and the accompanying supplementary schedules were prepared, in accordance with accounting principles generally
accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities under thosestandards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements and the
Accompanying Supplementary Schedules section of our report. We are independent of the Company in accordance with the
ethical requirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
Other Information
The other information comprises the business report and its supplementary schedules. Management is responsible for the
preparation and presentation of the other information. The audit and supervisory committee are responsible for overseeing thedirectors’ performance of their duties with regard to the design, implementation and maintenance of the reporting process forthe other information.
Our opinion on the financial statements and the accompanying supplementary schedules does not cover the other information
and we do not express any form of assurance conclusion thereon.
- 41 -

In connection with our audit of the financial statements and the accompanying supplementary schedules, our responsibility is
to read the other information and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements and the accompanying supplementary schedules or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit and Supervisory Committee for the Financial Statements and the
Accompanying Supplementary Schedules
Management is responsible for the preparation and fair presentation of the financial statements and the accompanying
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for such internal control
as management determines is necessary to enable the preparation of financial statements and the accompanying
supplementary schedules that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements and the accompanying supplementary schedules, management is responsible forassessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern inaccordance with accounting principles generally accepted in Japan.
The audit and supervisory committee are responsible for overseeing the directors’ performance of their duties with regard to
the design, implementation and maintenance of the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements and the Accompanying Supplementary Schedules
Our objectives are to obtain reasonable assurance about whether the financial statements and the accompanying
supplementary schedules as a whole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that includes our opinion. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements and the accompanying supplementary schedules.
As part of our audit in accordance with auditing standards generally accepted in Japan, we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements and the accompanying supplementaryschedules, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, while the objective of the audit is not to express an opinion on the effectiveness of the Company’s
internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial statements and theaccompanying supplementary schedules or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.



Evaluate whether the presentation and disclosures in the financial statements and the accompanying supplementaryschedules are in accordance with accounting standards generally accepted in Japan, the overall presentation, structure
and content of the financial statements and the accompanying supplementary schedules, including the disclosures, andwhether the financial statements and the accompanying supplementary schedules represent the underlying transactions
and events in a manner that achieves fair presentation.

We communicate with the audit and supervisory committee regarding, among other matters, the planned scope and timing of
the audit, significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit and supervisory committee with a statement that we have complied with relevant ethicalrequirements regarding independence, and communicate with them all relationships and other matters that may reasonably bethought to bear on our independence, and where applicable, related safeguards.
- 42 -

Interest required to be disclosed by the Certified Public Accountants Act of Japan
We do not have any interest in the Company which is required to be disclosed pursuant to the provisions of the Certified
Public Accountants Act of Japan.

- 43 -

(English Translation of the Audit Report of Audit & Supervisory Committee Originally Issued in Japanese Language)

AUDIT REPORTThe Audit & Supervisory Committee, having audited regarding the performance of duties of Directors during the 110th period,
from April 1, 2021 to March 31, 2022, does hereby report the approach and results of their audit as follows:
1. Auditing Method Employed and Details Thereof
The Audit & Supervisory Committee received reports from Directors, employees, and other related persons on a regularbasis regarding the content of the Board of Directors’ resolutions concerning the matters set forth in Article 399-13,
Paragraph 1, Items 1 (b) and (c), of the Companies Act and the status of establishment and operation of the system(internal control system) established based on such resolutions, requested explanations and expressed opinions asnecessary, and conducted its audit in the following manner..
(i)

In conformity with Standards for audit, etc. by the Audit & Supervisory Committee established by the Audit &Supervisory Committee and in accordance with the audit policy and the duties assigned to each Audit &Supervisory Committee Member by the Audit & Supervisory Committee, each Audit& Supervisory Committee
Member has had communication with Internal Audit Division and attended important meetings , received from
Directors, employees and other related persons reports on the performance of their duties, and, when necessary,requested explanations. Each Audit & Supervisory Committee Member also inspected the important documents
and examined the status of operations and properties at the head office and the principal offices of the
Corporation. As for the subsidiaries of the Corporation, the Audit & Supervisory Committee Members, having
communication with the directors and Audit & Supervisory Board Members and other related persons of thesubsidiaries and sharing information among them, received reports from such subsidiaries as necessary.

(ii)

The Audit & Supervisory Committee Members also monitored and examined whether the Accounting Auditor
maintains its independence and conducts its audits in an appropriate manner. The Audit & Supervisory
Committee Members received reports from the Accounting Auditor on the performance of its duties and, whennecessary, requested its explanations. The Audit & Supervisory Committee Members also received notificationfrom the Accounting Auditor that it has taken steps to improve the “system for ensuring appropriate execution of
the duties of an accounting auditor” (as set forth in Items of Article 131 of the Ordinance on Corporate
Accounting) in compliance with the “Quality Control Standard for Auditing” (adopted by the BusinessAccounting Council on October 28, 2005). The Audit & Supervisory Committee Members requested
explanations on such notifications when necessary.

According to the foregoing method, the Audit & Supervisory Committee Members reviewed the business report, theaccompanying supplemental schedules and the financial statements for this period (balance sheet, statement of income,statement of changes in net assets and notes to non-consolidated financial statements) and the accompanying
supplemental schedules and the consolidated financial statements (consolidated balance sheet, consolidated statement ofincome, consolidated statement of changes in equity and notes to consolidated financial statements).
2. Results of Audit(1) Results of Audit of the Business Report and Others(i) We confirm that the business report and the accompanying supplemental schedules present fairly the status of the
Corporation in conformity with the applicable laws and regulations of Japan as well as the Articles ofIncorporation of the Corporation.
(ii) We confirm that there are no fraudulent acts or material facts that violated the applicable laws and regulations ofJapan or the Articles of Incorporation of the Corporation in the course of the performance of the duties of the
Directors.
(iii) We confirm that the substance of the resolutions by the Board of Directors regarding establishment of Internal
Control System is appropriate. We do not see anything to be pointed out on the description of the business report,
and the performance of the Directors regarding the Internal Control System.

(2) Results of Audit of the Financial Statements and the Accompanying Supplemental Schedules
We confirm that the method and the results of the audit conducted by KPMG AZSA LLC, the Accounting Auditor, areappropriate.
(3) Results of Audit of the Consolidated Financial Statements
We confirm that the method and the results of the audit conducted by KPMG AZSA LLC, the Accounting Auditor, areappropriate.
- 44 -

May 19, 2022
Audit & Supervisory Committee
Makita Corporation
Mitsuhiko Wakayama (Seal)
Standing Audit & Supervisory Committee Member
Akira Kodama (Seal)
Standing Audit & Supervisory Committee Member
Shoji Inoue (Seal)
Audit & Supervisory Committee Member
Koji Nishikawa (Seal)
Audit & Supervisory Committee Member- 45 -