(Summary English Translation of the Notice of the 104th Ordinary General Meeting of Shareholders Originally Issued in Japanese
Language)

MAKITA CORPORATION(Stock code: 6586)
June 6, 2016
To the Shareholders of
MAKITA CORPORATIONNOTICE OF THE 104TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are respectfully requested to attend the 104th Ordinary General Meeting of Shareholders of MAKITA CORPORATION,
which is hereby announced.
If you do not expect to attend the meeting, you may exercise your voting rights through the enclosed voting form. Please review
the accompanying information and send the enclosed voting form to us by return mail after indicating your vote for or against the
propositions.

Shiro Hori
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, 2016

2.

Place:

3.

Agenda:Items to be Reported:
1. The Business Report, Consolidated Financial Statements for the 104th period (from April 1, 2015 to March 31,2016) and the Audit Reports on such Consolidated Financial Statements by the Accounting Auditors and the Audit &Supervisory Board
2. The Financial Statements for the 104th period

Head Office of MAKITA CORPORATION, 5th Floor
3-11-8, Sumiyoshi-cho, Anjo City,
Aichi Prefecture, 446-8502, Japan

Items to be Resolved:
No.1
Appropriation of Surplus
No.2
Election of 3 Audit & Supervisory Board Members
No.3
Payment of Bonus to Directors

NOTES: 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 (http://www.makita.biz/ir/stock.html) as provided by laws and regulations andArticle 15 of the Corporation’s Articles of Incorporation. The consolidated and non-consolidated financial statements
audited by the Accounting Auditor and the Audit & Supervisory Board consist of the documents included in theattachments and the notes to the consolidated and non-consolidated financial statements posted on the Corporation’s
website.
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BUSINESS REPORT(From April 1, 2015 to March 31, 2016)
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, 2016, the Western European economy remainedsolid mainly in the major countries, while the Russian economy remained sluggish due to such factors as the impact oflower oil prices and a weaker ruble. The US economy gradually expanded on the back of robust consumer spending andhousing investment. In Asia, the Chinese economy slowed down, causing the economies of neighboring countries tostagnate. Meanwhile, there were signs that the recovery in the Japanese economy was sputtering due to weak consumer
spending, despite improvements in corporate results and the employment environment.
Under these circumstances, on the development side, Makita was aggressive about developing new products. Among
those launched in the year were high-capacity lithium ion batteries and cordless tools that are compact in size but achieve
high output with the installation of brushless electric motors. On the production side, overseas factories strove to reduce
costs while raising local content ratios. To improve product quality and enhance productivity, we worked on introducing
facilities that require less manpower in each factory worldwide. On the sales side, while we continued to carry out
customer-based sales activities in Japan based on our network of 114 business locations nationwide, we strove todisseminate the Makita brand abroad by offering the most appropriate products and services from our vast family of
products to accommodate the different needs in various countries and regions, as well as maintaining and improving ourcustomer-based sales and after-sales service through various efforts including establishment of our new sales branches in
Bolivia in October 2015, Latvia in January 2016 and Krasnodar, Russia in March 2016.
Our consolidated net sales for this year increased by 2.1% to 423,623 million yen compared to the previous year due togenerally robust sales within and outside Japan, marking the sixth consecutive years of increasing sales, and an all-timehigh.
Net sales results by region were as follows.
Net sales in Japan increased by 1.0% to 68,445 million yen compared to the previous year. This was due to factors such asa further expansion of the lithium-ion battery product line and aggressive launches of new products.
Net sales in Europe decreased by 0.7% to 173,987 million yen. Despite steady sales in most countries, this was because of
decreased sales in Russia and the yen’s appreciation against the euro.
Net sales in North America increased by 18.5% to 67,759 million yen. This was due to robust demand for electric power
tools as the economy expanded in the US, as well as the yen’s depreciation against the US dollar compared to theprevious year.
Net sales in Asia increased by 4.5% to 41,443 million yen. This was due to robust sales in countries such as Vietnam andthe yen’s depreciation against local currencies, despite sluggish demand in some countries due to the slowdown of theChinese economy.
The sales situations in other regions were as follows. Net sales in Central and South America decreased by 13.7% to26,149 million yen compared to the previous year due to sluggish sales in Brazil and the yen’s appreciation against local
currencies, despite increased demand in Mexico and other regions influenced by the U.S. economy. Net sales in Oceania
increased by 3.8% to 24,653 million yen on the back of robust sales. Net sales in the Middle East and Africa increased by
1.5% to 21,187 million yen due to the yen’s depreciation against local currencies, despite the impact of political unrestand lower oil prices, etc.
Overall, overseas sales accounted for 83.8% of total sales.
Operating income decreased by 10.1% to 64,676 million yen (operating income ratio: 15.3%) compared to the previous
year, owing to deterioration in the cost-of-sales ratio due to the influence of exchange rate. Income before income taxes
and net income attributable to Makita Corporation decreased by 10.1% to 61,492 million yen (income before income
taxes ratio: 14.5%) and by 8.1% to 41,615 million yen (net income attributable to Makita Corporation ratio: 9.8%)
compared to the previous year.
(2) Management Challenges
In the future, demand is unlikely to grow sharply in developed countries. Meanwhile, competition between companies is
expected to intensify. In addition, as to emerging countries, it does not seem probable that demand in China, Russia and-2-

Brazil will turn significantly positive. With foreign exchange rate trends and international political situations being
unpredictable, Makita is expected to continue facing a challenging business environment.
Under these circumstances, Makita is developing new products that fully satisfy professional users. To that end, theCorporation is strengthening its R&D and product development capabilities with respect to environmentally friendly
power tools and OPE, while promoting the development of products that meet needs in both developed countries andemerging countries, which have been becoming bipolar. Also, Makita is strengthening its global production organizations
and enhancing its efficiency in production, procurement and distribution, thereby accommodating changes in demand
status and exchange rates while achieving both quality and cost competitiveness. Further, Makita is addressing customer
needs more precisely and enhancing its after-sale services, thereby strengthening its marketing in emerging countries thatare expected to grow in the future, as well as in developed countries.
By taking these actions, Makita will strive to build strong brand equity and achieve a “Strong Company” a company thatcan obtain and maintain the significant share in the worldwide market as a global total supplier of power tools for
professional use, pneumatic tools, and OPE.
Makita will maintain a solid financial position so that it can implement these measures, regardless of changes in the global
business environment. This, we believe, will lead to improve our corporate value through enhancing customer satisfaction
and improving the standing of Makita in our business field.
In closing, we would like to thank you for your ongoing support and continuing assistance.
*OPE stands for “Outdoor Power Equipment,” which is used for outdoor work such gardening, agriculture and forestry.
(3) Capital Expenditures
During the period, Makita allocated 11,769 million yen for its capital expenditures. These funds used by the Corporation
amounted to 3,830 million yen. This reflected mainly capital expenditures for buildings at the Okazaki plant and metal
molds for new products. These funds also used by subsidiaries amounted to 7,939 million yen. This reflected mainly
capital expenditures for machinery equipment and metal molds for new products at the China plant and machinery
equipment and metal molds for new products at the Romania plant.
(4) Financial Position and Results of Operations for the Recent 3 Periods
101st period(ended March
31, 2013)

102nd period(ended March
31, 2014)

103rd period(ended March
31, 2015)

104th period(ended March
31, 2016)

Net sales (Millions of Yen)

309,630

383,207414,718

423,623

Operating income (Millions of Yen)
Income before income taxes(Millions of Yen)
Net income attributable to Makita
Corporation (Millions of Yen)
Earning per share (Basic) Net income
attributable to Makita Corporationcommon shareholders (Yen)
Total assets (Millions of Yen)
Total Makita Corporation Shareholders'equity (Millions of Yen)
Return on equity (%)

45,36654,914

71,90564,67645,691

56,974

68,394

61,492

31,07638,45345,307

41,615228.92283.28333.79306.59440,974

519,121575,328

558,024

373,543435,934

486,021479,752

8.9

9.5

9.8

8.6

Description

Notes: 1. Consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles.
2. Earning per share (Basic) Net income attributable to Makita Corporation common shareholders is calculated based on
the average number of outstanding shares during the period.
3. Return on equity (ROE) = Net income attributable to Makita Corporation for the year / [(Makita Corporation
shareholders' equity at the beginning of the period+ Makita Corporation shareholders' equity at the end of the period) /2]
4. Amounts of less than 1 million yen have been rounded.

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(5) 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

21,700100.0*

Sales of power tools

Makita Werkzeug G.m.b.H. (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 Gulf FZE (U.A.E.)

AED

22,391

100.0

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

Makita do Brasil Ferramentas Elétricas
BRL
254,929
99.9
Production and sales of power tools
Ltda.
Note: * indicates that the Proportion of Ownership and Voting interest include the shares owned by the subsidiaries.
(6) Principal Operations
Makita is primarily involved in the production and sales of electric power tools such as cordless impact drivers, rotary
hammers, circular saws and angle grinders, pneumatic tools such as air nailers and tackers, OPE such as hedge trimmers
and petrol brushcutters, and household tools such as cordless cleaners.

-4-(7) Principal Sales Offices and Plants
1. The Corporation
Name
Head office
Sales offices
Plant

Location
Anjo (Aichi)
Tokyo, Nagoya, Osaka
Okazaki (Aichi)

2. Subsidiaries
Name
For Sales
Makita U.S.A. Inc.
Makita (U.K.) Ltd.
Makita Werkzeug G.m.b.H.
Makita France SAS
Makita Oy
Makita Gulf FZE
Makita (Australia) Pty. Ltd.

Location
Los Angeles (United States)
London (United Kingdom)
Ratingen (Germany)
Bussy Saint-Georges (France)
Helsinki (Finland)Dubai (U.A.E.)

Sydney (Australia)

For Production and Sales
Makita (China) Co., Ltd.
Makita do Brasil Ferramentas Elétricas Ltda.

Kunshan, Jiangsu (China)
Ponta Grossa (Brazil)

For Production
Makita (Kunshan) Co., Ltd.

Kunshan, Jiangsu (China)(8) Employees
1. Employees of Makita
Number of Employees
14,784
2. Employees of the Corporation
Number of Employees
2,856

Increase / Decrease949 (Increase)

Increase / Decrease
22 (Decrease)

Average Age
41.0

-5-

Average Years of Service
18.1

2. Shareholding Status of the Corporation(1) Total Number of Shares Authorized to be Issued by the Corporation:

496,000,000 shares(2) Total Number of Outstanding Shares:

135,733,261 shares(excluding treasury stock of 4,275,499 shares)(3) Number of Shareholders:

8,397(4) Major Shareholders:Number of shares held(Thousands of Shares)

Name of Shareholders

Percentage(%)

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

7,928

5.84

Japan Trustee Services Bank, Ltd. (Trust account)

6,192

4.56

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

4,213

3.10

Maruwa, Ltd.

4,069

2.99

Makita Cooperation Companies' Investment Association

3,712

2.73

The Bank of New York Mellon SA/NV 10

3,402

2.50

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

3,352

2.46

Sumitomo Mitsui Banking Corporation

2,900

2.13

Nippon Life Insurance Company

2,558

1.88

Japan Trustee Services Bank, Ltd. (Trust account 9)

2,547

1.87

Note: The Percentage is calculated based on the total number of outstanding shares (excluding treasury stock) at the end of theperiod.
3. Status of the Stock Acquisition Rights, etc. of the Corporation
Status of the stock acquisition rights at the end of the period(1) Description of the terms of the stock acquisition rights
An outline of stock acquisition rights issued by the Corporation is as follows.
Round of Issuance
Kind of shares andAmount to be(Date of
Number of
number of shares
Amount to be paid
paid forResolution ofStock
to be acquired
upon exercise of
Stock
Issuance at
Acquisition
upon exercise of
Stock Acquisition
Acquisition
Meeting of Board
RightsStock Acquisition
Rights (Yen)
Rights (Yen)of Directors)
RightsFirst Stock
Acquisition Rights(July 31, 2015)

700

Common Stock
7,000

6,633

Exercise Period of Stock
Acquisition Rights

1

From
August 19, 2015
To
August 18, 2065

(2) Description of the terms of the stock acquisition rights held by Directors
Kind of shares and numberof shares to be acquired
Classification
Round of Issuanceupon exercise of the Stock
Acquisition Rights
First Stock Acquisition
Common Stock
Director
700
Rights7,000
Note: Stock acquisition rights are not allotted to Outside Directors and Directors who work overseas.
Number of the Stock
Acquisition Rights-6-

Number of
Holders11

4. Directors and Audit & Supervisory Board Members of the Corporation(1) Directors and Audit & Supervisory Board Members
Title
Name
Position at the Corporation and Important Concurrent Posts
Chairman*

Masahiko Goto

President*

Shiro Hori

Director
Managing Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer
Director
Corporate Officer

Tadayoshi Torii
Tomoyasu Kato

General Manager of Research and Development Headquarters

Hisayoshi Niwa

General Manager of Quality Headquarters

Shinichiro Tomita

General Manager of Purchasing Headquarters

Tetsuhisa Kaneko

General Manager of Production Headquarters

Yoji Aoki

General Manager of Administration Headquarters

Tomoyuki Ota

Assistant General Manager of Research and Development Headquarters

Munetoshi Goto

General Manager of International Sales Headquarters

Takashi Tsuchiya

General Manager of Domestic Sales Marketing Headquarters

Masaki Yoshida

Director

Akiyoshi Morita

Director

Masahiro Sugino

Assistant General Manager of Production Headquarters (in charge ofChina plant)
Advisor of Aichi Steel Corporation
Outside Director of Showa Denko K.K.
Advisor of LIXIL Corporation

Standing Audit &Toshihito Yamazoe
Supervisory Board Member
Standing Audit &Haruhito Hisatsune
Supervisory Board Member
Audit & Supervisory Board
Representative of Kondo Michiyuki Law Firm
Michiyuki Kondo
MemberOutside Audit & Supervisory Board Member of Hoyu Co., Ltd.
Audit & Supervisory Board
Representative of Yamamoto Accounting Office
Fusahiro Yamamoto
MemberOutside Audit & Supervisory Board Member of Daihatsu Motor Co., Ltd.
Notes: 1. * denotes Representative Director.
2. In order to promote swift execution of group strategies and strengthen the business affairs of Makita, the Corporation
has introduced the Corporate Officer System. Corporate officers consist of 18 members including directors.
3. Mr. Akiyoshi Morita and Mr. Masahiro Sugino are Outside Directors.
4. Mr. Haruhito Hisatsune, Mr. Michiyuki Kondo, and Mr. Fusahiro Yamamoto are Outside Audit & Supervisory Board
Members.
5. Mr. Haruhito Hisatsune, a Standing Audit & Supervisory Board Member, has a substantial amount of expertise infinance and accounting, through experience working at financial institution for many years.
6. Mr. Fusahiro Yamamoto, an Audit & Supervisory Board Member, is a certified public accountant both of Japan and
U.S.A., and has a substantial amount of expertise in finance and accounting.
7. Changes of Directors during the period1) At the 103rd Ordinary General Meeting of Shareholders held on June 25, 2015, the following Director retired
from its office.
Director
Tadashi Asanuma
2) At the 103rd Ordinary General Meeting of Shareholders held on June 25, 2015, the following Directors were newly
elected and assumed office.
Director
Takashi Tsuchiya
Director
Masaki Yoshida
Director
Masahiro Sugino
3) Changes of Directors positions during the period
On June 25, 2015, the following changes of Directors positions were made.
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Name
Tadayoshi Torii

After
Director, Managing Corporate Officer

Tetsuhisa Kaneko

Director, Corporate Officer
GeneralManagerof
Headquarters

Production

BeforeDirector, Managing Corporate Officer
In charge of Production and General
Manager of Production Headquarters
Director, Corporate Officer
GeneralManagerof
Production
Headquarters (in charge of China plant)

8. The Corporation has designated Mr. Akiyoshi Morita and Mr. Masahiro Sugino each a Director, and Mr. Haruhito
Hisatsune, Mr. Michiyuki Kondo and Mr. Fusahiro Yamamoto each an Audit & Supervisory Board Member, as the“Independent Director(s) / Audit & Supervisory Board Member(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.
(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

Total amounts ofCompensation(Millions of Yen)

Base
Compensation(Millions of Yen)

Number of
payment
recipients

Bonuses(Millions ofYen)

Number of
payment
recipients

Stock
Option(Millions ofYen)

Number of
payment
recipients

Directors

371

141

15

195

12

35

11

Audit &
Supervisory
Board Members

41

41

4

-

-

-

-

Total

412

182

19

195

12

35

11

Notes: 1. The aggregate amount of base compensation includes the amount of 34 million yen paid to Outside Executives(2 Outside Directors and 3 Outside Audit & Supervisory Board Members).
2. The aggregate amount of base compensation includes compensation for the 1 Director retired on June 25, 2015
during its term of office.
3. Other than the above, the amount of 143 million yen was paid to 10 Directors who concurrently serve as employees as
employee salaries (including bonuses).
4. In addition to the above, the amount of 9 million yen was paid to 1 Director who retired during the period as aretirement allowance for a Director. The Corporation terminated the retirement allowance plan for Directors andAudit & Supervisory Board Members as of the end of the ordinary general meeting of shareholders held on June,
2006. At such ordinary general meeting of shareholders, it was resolved that retirement allowances for Directors andAudit & Supervisory Board Members were to be paid at the time of each retirement, and it was further resolved thatthe determination of the specific amount, payment method and other related matters are left to resolutions of meetingsof the Board of Directors with respect to the Directors and discussion of the Audit & Supervisory Board Memberswith respect to the Audit & Supervisory Board Members. The amount recorded in the retirement allowances for
Directors and Audit & Supervisory Board Members as of March 31, 2016 is 351 million yen, which will be paid to 5
Directors, excluding the amount that was paid at this time.
5. The maximum amounts of annual compensation for all Directors and Audit & Supervisory Board Members, each ofwhich was approved by a resolution passed at the Ordinary General Meeting of Shareholders held in May 1989, is 240
million yen (excluding bonuses and the amounts paid to Directors who concurrently serve as employees as employee
salaries) and 60 million yen, respectively.
6. The maximum amount of annual compensation relating to stock-compensation-type stock options allocated to
Directors, which was approved by a resolution passed at the Ordinary General Meeting of Shareholders held in June
2015, is 100 million yen, in addition to the amount of compensation set forth in Note 5 above.

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(3) Decision-Making Policy on Compensation for Directors and Audit & Supervisory Board Members
The Corporation pays monthly compensation to Directors based on their positions and other factors within the maximum
total amount of monthly compensation, which was approved by a resolution passed at the General Meeting of
Shareholders.
The bonuses are to be paid to Directors (excluding Outside Directors), and are linked to consolidated business results withthe aim of enhancing their motivation for improvement of business results of Makita.
The stock-compensation-type stock options are allocated to Directors (excluding Outside Directors) with the aim ofstrengthening the morale and preparedness of Directors to contribute to enhancing the corporate value of the Corporation
over the medium and long term as well as enabling them to share the advantages and risks of share price fluctuations with
our shareholders.
Full amount of the compensation to Audit & Supervisory Board Members is fixed so that the independence of the Audit& Supervisory Board Members from the management can be secured and the specific amount for each Audit &Supervisory Board Member is decided through discussions among Audit & Supervisory Board Members.
(4) Outside Directors and Audit & Supervisory Board Members
1. Director, Akiyoshi Morita(i) Relation between important organization of concurrent post and the Corporation
There is no special interest between important organization of concurrent post and the Corporation.
(ii) Major activities during the period
Mr. Morita attended all meetings of the Board of Directors. At the attended meetings, he expressed his opinions asnecessary based on the great perspective and management experience in the Toyota Group companies which are aworld’s leading corporate group.
(iii) 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 Mr. Morita which limits the maximum amount of his liabilities to thetotal amount provided for in each of the items of Article 425, Paragraph 1 of the Companies Act.
2.

Director, Masahiro Sugino(i) Relation between important organization of concurrent post and the Corporation
There is no special interest between important organization of concurrent post and the Corporation.
(ii) Major activities during the period
Mr. Sugino attended 9 of the 10 meetings of the Board of Directors (attendance rate: 90%) after his assumption on
June 25, 2015. At the attended meetings, he expressed his opinions as necessary based on the great perspective
and management experience in the LIXIL Group companies which are a world’s leading corporate group.
(iii) 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 Mr. Sugino which limits the maximum amount of his liabilities to thetotal amount provided for in each of the items of Article 425, Paragraph 1 of the Companies Act.

3.

Audit & Supervisory Board Member, Haruhito Hisatsune(i) Major activities during the period
Mr. Hisatsune attended all meetings of the Board of Directors and the Audit & Supervisory Board. At the attended
meetings, he expressed his opinions from his independent position as necessary.
(ii) 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 Mr. Hisatsune which limits the maximum amount of his liabilities to thetotal amount provided for in each of the items of Article 425, Paragraph 1 of the Companies Act.

4.

Audit & Supervisory Board Member, Michiyuki Kondo(i) Relation between important organization of concurrent post and the Corporation
There is no special interest between important organization of concurrent post and the Corporation.
(ii) Major activities during the period
Mr. Kondo attended all meetings of the Board of Directors and the Audit & Supervisory Board. At the attended
meetings, he expressed his opinions from the professional perspective of attorney at law.
(iii) Outline of Liability Limitation Agreement
With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation has entered-9-

into a liability limitation agreement with Mr. Kondo which limits the maximum amount of his liabilities to thetotal amount provided for in each of the items of Article 425, Paragraph 1 of the Companies Act.
5.

Audit & Supervisory Board Member, Fusahiro Yamamoto(i) Relation between important organization of concurrent post and the Corporation
There is no special interest between important organization of concurrent post and the Corporation.
(ii) Major activities during the period
Mr. Yamamoto attended 11 of the 12 meetings of the Board of Directors (attendance rate: 92%) and all meetingsof Audit & Supervisory Board. At the attended meetings, he expressed his opinions from the professional
perspective of certified public accountant.
(iii) 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 Mr. Yamamoto which limits the maximum amount of his liabilities to thetotal amount provided for in each of the items of Article 425, Paragraph 1 of the Companies Act.

5. 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 the period

173

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

173

Notes: 1. As the audit agreement between the Corporation and its accounting auditors does not differentiate compensation
for audit under the Companies Act from the one for audit under Financial Instruments and Exchange Law, theamount shown in 1. above represents total compensation and other amounts for both audits.
2.The Audit & Supervisory Board agreed to compensation to Accounting Auditors as stipulated in Article 399,
Paragraph 1 of the Companies Act, after examination of their performance of accounting audit services and basis
for the calculation of the estimated amount of their compensation in the prior years, which examination was madein 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 Board shall dismiss such accounting auditor with the consent of all the Audit &Supervisory Board Members. In the case of such dismissal, such dismissal and reasons therefore shall be reported 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 Board will decide the details of the agenda
concerning the non-reappointment of such accounting auditor that is to be submitted to a General Meeting of Shareholders,and pursuant to such decision, the Board of Directors will submit the agenda concerning the non-reappointment of suchaccounting auditor to the General Meeting of Shareholders.

- 10 -

6. 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 andthe Articles of Incorporation(i) The Board of Directors establishes the “Code of Ethics” and the “Guideline to the Code of Ethics for Makita” asthe 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 a system
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 and Audit & Supervisory Board Members 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 business areasof 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 Audit & Supervisory Board.
(ii) Rules and guidelines on risk management regarding quality control, accident prevention, cash management andothers, 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 be held
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 to accomplish
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 and efficient.
(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 withthe 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 Board of Directors 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 Audit & Supervisory Board Members, asystem shall be established for Audit & Supervisory Board Members to cooperate with the Internal Audit Divisionand other related division and to receive report from Accounting Auditors.
6. Matters concerning employees posted to assist the duties of the Audit & Supervisory Board Members when the Audit& Supervisory Board Members so require
As employees assisting the duties of the Audit & Supervisory Board Members, necessary personnel shall be posted toassist the duties of the Audit & Supervisory Board Members.

- 11 -

7. Matters to ensure the independence of employees from Directors, as stated in the preceding item, and the effectivenessof directions given by Audit & Supervisory Board Members to those employees(i) Employees assisting the duties of Audit & Supervisory Board Members shall not work concurrently at otherdivisions, but shall exclusively follow directions from Audit & Supervisory Board Members.
(ii) In order to ensure the independence of such employees from Directors, the consent of the Audit & Supervisory
Board is required for matters concering the appointment and change of such employees.
8. Systems in accordance with which the Directors and employees report to the Audit & Supervisory Board Members,
other systems concerning reports to the Audit & Supervisory Board Members and systems to ensure that Directors andemployees who make a report are not treated unfairly because of the report(i) Directors, Corporate Officers and employees of Makita shall report to the Audit & Supervisory Board Memberswith 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 Board Members to request reports
from Directors, Corporate Officers and employees of Makita when necessary and that the Audit & Supervisory
Board to exchange opinions with the Directors and Accounting Auditors of Makita.
(iii) The Corporation prohibits any unfair treatment of Directors, Corporate Officers, and employees of Makita whomake a report to the Audit & Supervisory Board Members 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 Board Members will be conducted effectively(i) In order to enhance the supervisory function of the Audit & Supervisory Board over Accounting Auditors,“Policies and Procedures concerning Prior Approval of Auditing and Non-Auditing Services” shall be established.
In addition, to ensure that audits by the Audit & Supervisory Board Members will be conducted effectively, audit
shall be conducted in accordance with Standards for audit by Audit & Supervisory Board.
(ii) Full amount of the compensation to Audit & Supervisory Board Members shall be fixed so that the independenceof the Audit & Supervisory Board Members can be secured.
(iii) Expenses related to executing the duties of Audit & Supervisory Board Members 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 theorder and the security of civil society.
(ii) Makita’s policy of “no intervention by antisocial forces has been permitted” is publicly announced, both internallyand 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 their tasks. Each
Director shall keep all Corporate Officers and employees informed of and in compliance with such 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 to prevent 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 relatedorganizations, the Corporation voluntarily participates in seminars. Also, the Corporation endeavors to share
information within the Corporation and related departments of Makita.
(2) Implementation status of systems necessary for ensuring that the Corporation’s operations are conducted
appropriately
1. Compliance(i) The Corporation kept all officers and employees of Makita informed and provided 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 conducted a questionnaire survey of all employees to raise awareness about the importance ofcompliance and have them better understand the “Code of Ethics.”- 12 -

2. Risk management
The Disclosure Committee meetings were held three times during the period, at which Representative Directors,
Directors in charge, Standing Audit & Supervisory Board Members, and General Managers of Internal Audit Divisionand respective departments of the Corporation met to detect and extract and examine risks involved in the businessactivities of Makita.
3. Internal audits(i) The Internal Audit Division carried out internal audits of Makita, and reported their results to the Audit &Supervisory Board 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 approved annual targets set by each department and oversaw their progress towardachievement.
(ii) Corporate Officers in charge of operation (18 officers as of March 31, 2016, including 5 officers overseas) wereassigned to major departments in order to operate business systematically and efficiently.
5. Duties of Audit & Supervisory Board Members(i) Audit & Supervisory Board Members met Accounting Auditors and exchanged information every quarter.
(ii) Audit & Supervisory Board Members had individual interviews with all Directors to exchange information.
(iii) Expenses necessary for executing the Audit & Supervisory Board Members’ duties were handled promptly at therequest of Audit & Supervisory Board Members.

- 13 -

CONSOLIDATED BALANCE SHEET(As of March 31, 2016)(Millions of Yen)
(Assets)
Current assets(Liabilities)
427,573

Current liabilities

64,898Cash and cash equivalents

99,915

Short-term borrowings

2,195

Time deposits

15,545Trade notes and accounts payable

20,620

Short-term investments

48,263

Other payables

6,521

Accrued expenses

9,350

Trade receivablesNotes

1,079

Accrued payroll

9,143

Accounts

64,309

Income taxes payable

4,440

Less- Allowance for doubtful receivables(1,173)

Deferred income taxes

3,084

Inventories

178,791

Other liabilities

9,545

Deferred income taxes

5,454Long-term liabilities

9,756

Prepaid expenses and other current assets

15,390Long-term indebtedness

92,823

Accrued retirement and termination benefits

3,271

Land

22,436

Deferred income taxes

4,974

Buildings and improvements

94,704

Other liabilities

1,481

Machinery and equipment

91,365Construction in progress

2,662

Property, plant and equipment, at costLess- Accumulated depreciation andamortization

Total liabilities

30

74,654(Equity)Common stock

23,80537,628Additional paid-in capital

45,456

Investments

21,872

Legal reserve and retained earnings

Goodwill

721

Investments and other assets

Other intangible assets, net
Deferred income taxes
Other assets(118,344)

Legal reserve

4,107

Retained earnings

610
10,318(9,049)Treasury stock, at cost

(11,602)

Non-controlling interest
Total equity
558,024

Total liabilities and equity- 14 -

425,473

Accumulated other comprehensive income (loss)

Total Makita Corporation shareholders’ equity

Total assets

5,669

479,7523,618
483,370558,024

CONSOLIDATED STATEMENT OF INCOME(From April 1, 2015 to March 31, 2016)(Millions of Yen)
Net sales

423,623

Cost of sales

270,121

Gross profit

153,50288,826

Selling, general, administrative and others, net
Operating income

64,676

Other income (Expense):
Interest and dividend income

2,468Interest expense(115)

Exchange losses on foreign currency transactions, net(1,552)

Realized gains on securities, net

1,418

Loss on valuation of securities(5,403)(3,184)
61,492

Income before income taxes

Income tax expense:
Current

18,707

Deferred812

19,51941,973

Net income
Less- Net income attributable to the non-controlling interest

358
41,615

Net income attributable to Makita Corporation- 15 -

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY(From April 1, 2015 to March 31, 2016)(Millions of Yen)
Makita Corporation shareholders’ equity
Common stock
Beginning balance

23,805Additional
paid-in capital
45,421

Legal reserve
5,669

Retained earnings

Accumulated othercomprehensive
income (loss)

Treasury stock

399,874

22,842(11,590)

Purchases anddisposal of treasury
stock, net(12)Cash dividends(16,016)Comprehensive
income:Net income

41,615

Other
comprehensive
income (loss)(31,891)

Other increase
Ending balance35
23,805

Total Makita
Corporation’sshareholders’equityNon- controllinginterest

Beginning balance

486,021

Purchases anddisposal of treasury
stock, net(12)Cash dividends

45,456

3,564

5,669

Total

489,585(12)(16,016)(177)(16,193)

Net income

41,615358

41,973

Othercomprehensive
income (loss)(31,891)(127)(32,018)

Comprehensive
income:Other increase

35

Ending balance

479,75235
3,618

483,370- 16 -

425,473(9,049)(11,602)

BALANCE SHEET(As of March 31, 2016)(Millions of Yen)
(Assets)
Current assets(Liabilities)
103,226

Cash and time deposits

9,902

Trade notes receivable

237

Current liabilities

25,317

Trade accounts payable

13,059Other payable

2,360

Trade accounts receivable

26,613

Accrued expenses

5,524

Marketable securities

19,512

Income taxes payable

2,151

Finished goods and merchandise

15,553

Allowance for directors’ bonuses

195

Work-in-process

1,213

Allowance for product warranties

490

Raw materials and supplies

2,828

Allowances for environmental measures

560

Short-term loans receivable

23,391

Other

978Deferred income tax assets

2,323

Other

1,661

Allowance for doubtful accounts(7)

Long term liabilities
Retirement and termination allowances
Retirement allowances for directors and audit &supervisory board members
Long-term deposits payable

Fixed assets

178,812

Asset retirement obligation

Tangible fixed assets

38,443

Deferred income tax liabilities

Buildings

18,842

Structures

752

Machinery and equipment

Vehicles and transportation equipment

1,325
64

1,758
233
351
248
28
898

Total liabilities

27,075(Net assets)
Shareholders' equity

247,509

Tools, furniture and fixtures

3,099

Common stock

24,206

Land

13,824

Capital surplus

47,527

Construction in progress
Intangible fixed assets
SoftwareIndustrial property rights

537
2,805

Additional paid-in capital
Other capital surplus

47,5252865

Retained earnings

187,378

1,476

Legal reserve

5,669

464

Other retained earnings

181,709

Investment and other assets

137,564

Reserve for dividend

750

Investment securities

25,693

Reserve for technical research

1,500

Stocks of affiliates

63,248Reserve for advanced depreciation

1,465

Investment in affiliates

38,892

General reserves

85,000Retained earnings carried forward

92,994Other

Long-term loans receivable

775

Lease deposits

300

Prepaid pension expenses
Other

8,612
44

Treasury stock
Valuation and translation adjustments

7,419

Net unrealized gains on securities

7,419

Stock acquisition rights
Total net assets
Total assets(11,602)

282,038

Total liabilities and net assets- 17 -

35
254,963
282,038

STATEMENT OF INCOME(From April 1, 2015 to March 31, 2016)(Millions of Yen)
Net sales

169,180

Cost of sales

118,880
50,300Gross profit

31,808Selling, general and administrative expenses

18,492

Operating income
Non-operating income
Interest and dividend income

14,112Other non-operating income

1,103

15,215Non-operating expense
Foreign withholding taxes

584

Exchange losses on foreign currency transactions

624

1,208
32,499Ordinary income
Extraordinary gain
Gain on sales of investment securities

620

Reversal of allowance for doubtful accounts

15

635

Extraordinary loss
61

Loss on disposal of fixed asset

4,659

Unrealized losses on stock investment securities

4,720

Income before income taxes

28,414

Income taxes - current

5,581

Income taxes - deferred(723)

Net income

23,556- 18 -STATEMENT OF CHANGES IN NET ASSETS(From April 1, 2015 to March 31, 2016)(Millions of Yen)
Shareholders’ equity
Common stock
Beginning balance
Changes during the period
Transfer to 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 the periodEnding balance

Beginning balance
Changes during the period
Transfer to reserve foradvanced depreciation
Reversal of reserve
for advanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during the periodEnding balance

Capital surplus
Additional paid-in capital

Other capital surplus

Total capital surplus

24,20647,525

1

47,526

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1

1

-

-

-

-

-

-

24,20647,5251
2

147,527

Shareholders’ equity
Retained earnings
Other retained earnings
Retained Total
Reserve
Legal Reserve
Reserve forGeneral earnings retainedforreserveadvancedfortechnical depreciation reserves carried earnings
dividend
forwardresearch
5,669
750
1,500
1,477 85,000 85,442 179,838

Total
shareholders’equityTreasurystock(11,590)239,980

-

-

-

33

-

(33)

-

-

-

-

-

-

(45)

-

45

-

-

-

-

-

-

-

-

-

-

- (16,016) (16,016)
23,556 23,556

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(12)
0

(16,016)
23,556
(12)
1

-

-

-

-

-

-

-

-

-

(12)
1,465

85,0007,552
7,540
92,994 187,378(12)(11,602)7,529
247,509

-

-

-

5,669

750

1,500

- 19 ---

(Millions of Yen)

Beginning balance
Changes during the period
Transfer to reserve foradvanced depreciation
Reversal of reserve
for advanced
depreciation
Dividends paid
Net income
Purchase of treasury stock
Disposal of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during the periodEnding balance

Valuation and translation adjustments
Net unrealized gains on
Total valuation and translation
securities
adjustments
10,75010,750Stockacquisitionrights-Total net assets
250,730

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

(16,016)
23,556(12)
1(3,331)(3,331)35(3,296)(3,331)
7,419(3,331)
7,419

35
35

4,233
254,963- 20 -

(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 23, 2016
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Hideaki Koyama (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaki Kawaguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the consolidated financial statements, comprising the consolidated balance sheet, the consolidated statement ofincome, the consolidated statement of changes in equity and the notes to consolidated financial statements of Makita Corporation
as at March 31, 2016 and for the year from April 1, 2015 to March 31, 2016 in accordance with Article 444-4 of the Companies
Act.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with thesecond sentence of Article 120-1 of the Ordinance of Companies Accounting, as applied mutatis mutandis pursuant to Article120-3-3 of the said Ordinance, that prescribes some omissions of disclosure items required under accounting principles generally
accepted in the United States of America, and for such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit as independent auditor.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we planand perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit proceduresthat are appropriate in the circumstances, while the objective of the financial statement audit is not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentationof the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion- 21 -

In our opinion, the consolidated financial statements referred to above, which were prepared in accordance with the second
sentence of Article 120-1 of the Ordinance of Companies Accounting, as applied mutatis mutandis pursuant to Article 120-3-3 ofthe said Ordinance, that prescribes some omissions of disclosure items required under accounting principles generally accepted in
the United States of America, present fairly, in all material respects, the financial position and the results of operations of Makita
Corporation and its subsidiaries for the period, for which the consolidated financial statements were prepared.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to the provisions of theCertified Public Accountants Law of Japan.

Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as required by theCompanies Act.

- 22 -

(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 23, 2016
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Hideaki Koyama (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Masaki Kawaguchi (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the financial statements, comprising the balance sheet, the statement of income, the statement of changes in net
assets and the notes to non-consolidated financial statements, and the supplementary schedules of Makita Corporation as at March
31, 2016 and for the year from April 1, 2015 to March 31, 2016 in accordance with Article 436-2-1 of the Companies Act.
Management’s Responsibility for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements and the supplementary schedules inaccordance with accounting principles generally accepted in Japan, and for such internal control as management determines isnecessary to enable the preparation of financial statements and the supplementary schedules that are free from material
misstatements, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementary schedules based on our audit as
independent auditor. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the
supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements
and the supplementary schedules. The procedures selected depend on our judgement, including the assessment of the risks ofmaterial misstatement of the financial statements and the supplementary schedules, whether due to fraud or error. In making thoserisk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements
and the supplementary schedules in order to design audit procedures that are appropriate in the circumstances, while the objectiveof the financial statement audit is not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements and the supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
OpinionIn our opinion, the financial statements and the supplementary schedules referred to above present fairly, in all material respects,- 23 -

the financial position and the results of operations of Makita Corporation for the period, for which the financial statements and the
supplementary schedules were prepared, in accordance with accounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to the provisions of theCertified Public Accountants Law of Japan.

Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as required by theCompanies Act.

- 24 -

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

AUDIT REPORTThe Audit & Supervisory Board, having discussed with each other based on the audit reports prepared by each Audit &Supervisory Board Member regarding the performance of duties of Directors during the 104th period, from April 1, 2015 to March
31, 2016, does hereby report the results of their audit as follows:
1. Auditing Method Employed by Audit & Supervisory Board Members and Audit & Supervisory Board and Details Thereof(1) The Audit & Supervisory Board established the audit policy and duties of each Audit & Supervisory Board Member,received reports from each Audit & Supervisory Board Member on the execution of audits and results thereof and received
reports from Directors and other related persons and Accounting Auditors on the performance of their duties, and, whennecessary, requested explanations.
(2) In conformity with the auditing standards for the Audit & Supervisory Board Members established by the Audit &Supervisory Board and in accordance with the audit policy and the duties assigned to each Audit & Supervisory Board
Member by the Audit & Supervisory Board, each Audit & Supervisory Board Member has had communication with Directors,
employees such as a staff of Internal Audit Division and other related persons and endeavored to gather information andcreate an improved environment for auditing, and conducted the audits in the following methods:(i) Each Audit & Supervisory Board Member also attended meetings of the Board of Directors and other 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 Board 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 Board 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) Audit & Supervisory Board Members regularly received from Directors, employees and other related persons reports
and, when necessary, requested explanations and expressed their opinions in connection with the resolution of theBoard of Directors concerning the internal control systems necessary to ensure that the execution of duties bydirectors complies with laws and regulations and the Articles of Incorporation, and other systems necessary to ensure
the properness of operations of a corporate group composed of a company and its subsidiary, prescribed in Article
100, Paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act, and the status of framework
construction and operations of such internal control systems, developed based on the said resolution.
(iii) The Audit & Supervisory Board Members also monitored and examined whether the Accounting Auditors maintaintheir independence and conduct their audits in an appropriate manner. The Audit & Supervisory Board Members
received reports from the Accounting Auditors on the performance of their duties and, when necessary, requested
their explanations. The Audit & Supervisory Board Members also received notification from the Accounting Auditorsthat they have taken steps to improve the “system for ensuring appropriate execution of the duties of the accounting
auditors” (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 Business Accounting Council on October 28, 2005). The
Audit & Supervisory Board Members requested explanations on such notifications when necessary.
According to the foregoing method, the Audit & Supervisory Board Members reviewed the business report, the accompanying
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 of income, 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 of Incorporationof 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, andthe performance of the Directors regarding the Internal Control System.
- 25 -

(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 Auditors, 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 Auditors, areappropriate.
May 25, 2016
Audit & Supervisory Board
Makita Corporation
Toshihito Yamazoe (Seal)
Standing Audit & Supervisory Board Member
Haruhito Hisatsune (Seal)
Standing Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member)Michiyuki Kondo (Seal)
Outside Audit & Supervisory Board Member
Fusahiro Yamamoto (Seal)
Outside Audit & Supervisory Board Member- 26 -

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 net income, with a minimum amount for annual total dividends at 18 yen per share;
provided, however, that if special circumstances arise, the amount of dividends will be determined based on Net
income attributable to Makita Corporation after certain adjustments reflecting such circumstances.
In accordance with this basic policy for profit distribution, and based on our comprehensive review of the consolidated
business result for this period and forecasts and plans of our future businesses, we propose year-end dividends toshareholders as follows.
As this dividend, the total dividends for the period under review shall amount to 101 yen per share that include interim
dividends in the amount of 18 yen per share, and the consolidated dividend payout ratio is 32.9%.
1. Matters on allocation of dividends to shareholders and total amount of allocation
83 yen per share of common stock
Total amount: 11,265,860,663 yen
2. Effective date of dividend payment
June 29, 2016
Agenda Item No. 2: Election of 3 Audit & Supervisory Board Members
The term of office of 3 Audit & Supervisory Board Members presently in office, Mr. Toshihito Yamazoe, Mr. Haruhito
Hisatsune, and Mr. Michiyuki Kondo will have expired at the conclusion of this General Shareholders' Meeting. We
would like to request the election of 3 Audit & Supervisory Board Members.
The candidates are as follows:
Audit & Supervisory Board has agreed to this proposal.
Number of the
Candidate Name
Brief personal background, title and position and Important concurrent posts Corporation's
Number (Date of birth)shares held
March
1981 Joined the Corporation2007 General Manager of America Sales Department
Mitsuhiko Wakayama October1*
3,900(July 6, 1956)
April
2012 General Manager of Latin America Sales Department(present)
April
1978 Joined the Bank of Japan
March
1987 Seconded to Ministry of Foreign Affairs of Japan
November 1999 Senior Examiner of Examination Department of the Bankof Japan
December 2003 Chief Representative in Hong Kong
December 2005 Director of International Department (in charge of Center
Akira Kodama
for Monetary Cooperation in Asia)
2*
July
2008 Joined the Hekikai Shinkin Bank Senior Manager of(April 30, 1954)
Corporate Solution
October
2008 General Manager of Corporate Solution
June2009 Standing Director
April2011 Managing Director and Corporate Officer
June2014 Standing Corporate Auditor (present)(scheduled to retire from the bank in June 2016)
April
1991 Attorney-at-law, admitted and belonging to the Nagoya
Bar Association (currently, Aichi Bar Association)
April
1991 Joined Katayama Kinji Law Firm
July2009 Established Inoue Shoji Law Firm
October2010 Appointed as a Civil Conciliator at Nagoya Summary
Shoji Inoue
Court
3*
200
(July 29, 1957)
October
2013 Established Sao & Inoue Law Firm (present)June2015 Outside Director of Meitetsu Transport Co., Ltd. (present)(Important Concurrent Posts)
Attorney at Law (Sao & Inoue Law Firm)
Outside Director of Meitetsu Transport Co., Ltd.
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Notes: 1. * indicates a candidate to be posted as a Audit & Supervisory Board Member of the Corporation for the first time.
2. There is no special interest between the above candidates and the Corporation.
3. Mr. Akira Kodama and Mr. Shoji Inoue are candidates for Outside Audit & Supervisory Board Members.
4. The Corporation proposes the election of Mr. Akira Kodama as Outside Audit & Supervisory Board Member,considering that his many years of experience at financial institutions and his expertise in accounting, etc. will greatly
contribute to the auditing system of the Corporation.
5. The Corporation proposes the appointment of Mr. Shoji Inoue as an Outside Audit & Supervisory Board Member,considering that, although he does not have any experience directly involving the corporate management, he will beappropriate to perform the duties of such office with his extensive knowledge and expertise gained through hispractice as attorney at law.
6. If Mr. Akira Kodama and Mr. Shoji Inoue are appointed as Outside Audit & Supervisory Board Members, withrespect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation will enter into aliability limitation agreement with them which limits the maximum amount of their liabilities to the total amountprovided for in each of the items of Article 425, Paragraph 1 of the Companies Act.
7. The Corporation plans to designate Mr. Akira Kodama and Mr. Shoji Inoue as the “Independent Audit & Supervisory
Board Members” as required by the regulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange andmake a required notification therefore to these stock exchanges.
Although Mr. Akira Kodama had served as an executive officer of the Hekikai Shinkin Bank, which is one of thecounterparty financial institution of the Corporation, the Corporation has no material business relations with the
Hekikai Shinkin Bank, since the Corporation has only a term deposit with the Hekikai Shinkin Bank in an
insignificant amount equivalent to 0.1% of the total deposit account of the Hekikai Shinkin Bank as of March 31,
2016.
8. The stated number of the Corporation’s shares held by candidates for Audit & Supervisory Board Members represents
the actual number of shares each candidate holds, including those vested to him in Makita’s stock ownership plan for
the employees.
Agenda Item No. 3: Payment of Bonus to Directors
Bonus to Directors of the Corporation are, as with the basic policy for profit distributions, linked to consolidated
business result. Compensation to Outside Director and Audit & Supervisory Board Members are fixed, and they are noteligible to receive bonus payments.
At end of the period, the Corporation has 14 directors. In accordance with above policy, we would like to pay directors’
bonuses to 12 directors in the amount of 195 million yen considering performance during the period. This is with the
exception of Mr. Akiyoshi Morita and Mr. Masahiro Sugino, who are Outside Directors.

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