(Summary English Translation of the Notice of the 103rd Ordinary General Meeting of Shareholders Originally Issued in Japanese
Language)

MAKITA CORPORATION(Stock code: 6586)
June 4, 2015
To the Shareholders of
MAKITA CORPORATIONNOTICE OF THE 103RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are respectfully requested to attend the 103rd 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
proposition.

Shiro Hori
President
MAKITA CORPORATION
3-11-8, Sumiyoshi-cho, Anjo City,
Aichi Prefecture, 446-8502, Japan

1.

Date and Time: 10 a.m., Thursday, June 25, 2015

2.

Place:

3.

Agenda:Items to be Reported:
1. The Business Report, Consolidated Financial Statements for the 103rd period (from April 1, 2014 to March 31,2015) and the Audit Reports on such Consolidated Financial Statements by the Accounting Auditors and the Audit &Supervisory Board
2. The Financial Statements for the 103rd 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 14 Directors
No.3
Payment of Bonus to Directors
No.4
Determination of the amount of compensation and specific details concerning the stock acquisition rights forthe purpose of granting stock options to Directors-1-

BUSINESS REPORT(From April 1, 2014 to March 31, 2015)
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, 2015, in Western Europe, the U.K. economy
remained solid, while economic growth slowed in the euro zone. The Russian economy faced a tougher situation due tosoured relations with Europe and the U.S. over political uncertainty in Ukraine and the economic sanctions. Meanwhile,
the U.S. economy kept growing against the backdrop of solid consumer spending and housing investment. In Asia, theoverall economy followed a moderate recovery track, despite the sluggish growth in China. The Japanese economy
showed signs of recovery, aided by improved corporate capital investment and higher exports, which more than offset
sluggish consumption following the increase of the consumption tax rate. 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 rechargeable electric power tools that are compact in size but achieve high output with the
installation of brushless electric motors. On the production side, overseas factories strived to reduce costs while raisinglocal content ratios. To improve product quality and enhance productivity, overseas factories worked on introducing
facilities that require less manpower. On the marketing side, Makita maintained and enhanced customer-oriented sales
and after-sale systems. Specifically, we established a sales subsidiary in Kazakhstan and relocated offices of our local
subsidiaries in Australia and Mexico to upgrade systems to supply products and services.
Our consolidated net sales for this year increased by 8.2% to 414,718 million yen compared to the previous year, marking
the fifth consecutive year increase and an all-time high. The strong showing was attributed to brisk sales in the domestic
market and steady overseas sales in almost all countries, especially in Western Europe. The strong sales also reflected the
yen’s depreciation against other major currencies such as the dollar and the euro during the reporting year, which
generated exchange gains.
Net sales results by region were as follows:
Net sales in Japan increased by 2.6% to 67,740 million yen compared to the previous year. This was because of brisk
sales of lithium-ion batteries, which more than offset negative effects from a fall in housing starts.
Net sales in Europe increased by 6.0% to 175,254 million yen. This was because of steady demand in Western Europe
and the yen’s depreciation against the euro.
Net sales in North America increased by 14.6% to 57,168 million yen. This was because of favorable sales to home
improvement retailers compared to the previous year, as well as the yen’s depreciation against the U.S. dollar.
Net sales in Asia, although demand varied from country to country, increased by 13.3% to 39,643 million yen. This was
because of firm sales mainly in countries where Makita had established sales subsidiaries in recent years, such as Vietnam
and Malaysia. The sales situations in other regions are as follows.
Net sales in Central and South America increased by 7.9% to 30,287 million yen compared to the previous year due to
steady sales, despite a stagnant market. In addition, net sales in Oceania increased by 14.2% to 23,759 million yen andthose in the Middle East and Africa increased by 15.5% to 20,867 million yen because demand recovered in these regions.
Overall, overseas sales accounted for 83.7% of total sales.
Operating income increased by 30.9% to 71,905 million yen (operating income ratio: 17.3%) compared to the previous
year because striving to reduce costs improved the ratio of cost against net sales. Income before income taxes and net
income attributable to Makita Corporation increased by 20.0% to 68,394 million yen (income before income taxes ratio:
16.5%) and by 17.8% to 45,307 million yen (net income attributable to Makita Corporation ratio: 10.9%) compared to theprevious year.
On March 21, 2015 Makita celebrated its 100th anniversary, and we would like to offer our heartfelt thanks to ourshareholders and other stakeholders for the support and cooperation they have given us over many years. And as a tokenof gratitude to our shareholders, we wish to propose a commemorative dividend of 15 yen per share. And hereby, we will
make a total dividend of 100yen per share at the year-end dividend for the year ended March 31, 2015.
(2) Management Challenges
In the future, demand is unlikely to grow sharply in advanced countries. Meanwhile, competition between companies is
expected to intensify. In emerging countries including Asia, where economy is expected to expand over the medium term,
the needs for affordable products are forecast to grow. With foreign exchange rate trends and international political-2-

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 strengthen 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 and emerging
countries, which have been becoming bipolar. Also, Makita is strengthening its global production organizations andenhancing 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 that are
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.
*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 12,124 million yen for its capital expenditures. These funds used by the Corporation
amounted to 3,289 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 8,835 million yen. This reflected mainly
capital expenditures for machinery equipment and metal molds for new products at the China plant and buildings andmachinery equipment at the Romania plant.
(4) Financial Position and Results of Operations for the Recent 3 Periods
100th period(ended March
31, 2012)

101st period(ended March
31, 2013)

102nd period(ended March
31,2014)103rd period(ended March
31,2015)

Net sales (Millions of Yen)

295,711309,630

383,207414,718

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 (%)

48,51645,36654,914

71,90546,96345,691

56,974

68,39432,49731,07638,45345,307236.78228.92283.28333.79383,256

440,974

519,121575,328

321,253

373,543435,934

486,021

10.3

8.9

9.5

9.8

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 basedon the average number of outstanding shares during the period.
3. Amounts of less than 1 million yen have been rounded.

-3-

(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 France SAS

EUR

12,436

55.0*

Sales of power tools

Makita Werkzeug G.m.b.H (Germany)

EUR

7,669

100.0*

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
201,948
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
Head office
Sales offices
Plant

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

Location
Los Angeles (United States)
London (United Kingdom)
Ratingen (Germany)
Bussy Saint-Georges (France)
Helsinki (Finland)

Makita Gulf FZE

Dubai (U.A.E.)

Makita (Australia) Pty. Ltd.

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
13,835
2. Employees of the Corporation
Number of Employees
2,878

Increase/Decrease
1,031 (Increase)

Increase/Decrease
88 (Decrease)

Average Age
40.8

-5-

Average Years of Service
18.0

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:

135,734,868 shares(excluding treasury stock of 4,273,892 shares)(3) Number of Shareholders:

10,623(4) Major Shareholders:Number of shares held(Thousands of Shares)

Name of Shareholders

Percentage(%)

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

6,982

5.14

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

4,213

3.10

Maruwa, Ltd.

4,069

2.99

Japan Trustee Services Bank, Ltd. (Trust account)

3,710

2.73

Makita Cooperation Companies' Investment Association

3,686

2.71

Nippon Life Insurance Company

3,210

2.36

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

3,062

2.25

Sumitomo Mitsui Banking Corporation

2,900

2.13

State Street Bank and Trust Company 505001

2,546

1.87

The Bank of New York Mellon SA/NV 10

2,364

1.74

Note: The Percentage is calculated based on the total number of outstanding shares (excluding treasury stock) at the end of

the period.

-6-3. 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

Tadayoshi Torii

In charge of Production and General Manager of Production Headquarters

Tomoyasu Kato

General Manager of Research and Development Headquarters

Tadashi Asanuma

In charge of Domestic Sales and General Manager of Domestic Sales
Marketing Headquarters

Hisayoshi Niwa

General Manager of Quality Headquarters

Shinichiro Tomita

General Manager of Purchasing Headquarters

Tetsuhisa Kaneko

General Manager of Production Headquarters (in charge of China plant)

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

Akiyoshi Morita

Advisor of Aichi Steel Corporation
Outside Director of Showa Denko K.K.

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 SHIROKI Corporation
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 16 members including directors.
3. Mr. Akiyoshi Morita is an Outside Director.
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. The Corporation has designated Mr. Akiyoshi Morita, 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.

-7-(2) Total Amounts of Compensation and Bonus to Directors and Audit & Supervisory Board Members
Classification

Total amounts ofCompensation(Millions of Yen)

Total amounts of each type of Compensation and Number of payment recipients
Base Compensation(Millions of Yen)

Number of
payment
recipients

Bonuses(Millions of Yen)

Number of
payment
recipients

Directors

355

165

12

190

11

Audit &
Supervisory Board
Members

41

41

4

-

-

Total

396

206

16

190

11

Notes: 1. The aggregate amount of base compensation includes the amount of 31 million yen paid to Outside Executives(1 Outside Director and 3 Outside Audit & Supervisory Board Members).
2. Other than the above, the amount of 131 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 asof the end of the ordinary general meeting of shareholders held on June 29, 2006. At such ordinary general meeting ofshareholders, it was resolved that retirement allowances for Directors and Audit & Supervisory Board Members were
to be paid at the time of each retirement, and it was further resolved that the determination of the specific amount,payment method and other related matters are left to resolutions of meetings of the Board of Directors with respect tothe Directors and discussion of the Audit & Supervisory Board Members with 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, 2015 is 360 million yen, which will be paid to 6 Directors.
4. 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.
(3) Decision-Making Policy on Compensation for Directors and Audit & Supervisory Board Members
Monthly compensation for the Directors is in the form of fixed compensation, as the consideration for each Director’s
performance of business in charge and responsibility therefore. After the termination of the retirement allowance plan for
Directors and Audit & Supervisory Board Members by resolution of the General Meeting of Shareholders held on June 29,
2006, the compensation program linked to the stock price of the Corporation was introduced as part of director’scompensation. The Directors acquire the stock of the Corporation by making contributions to the Executive Stock
Ownership Plan in an amount equal to the retirement bonuses added to Directors’ monthly compensation. Acquired stock
for this purpose is retained by the Directors during their tenure. The introduction of this system effectively links a part of
director’s compensation to the stock price of the Corporation, providing further transparency of Directors’ managerial
responsibility to improve the Corporation’s enterprise value.
For the purpose of enhancing corporate governance, the bonuses to Directors are to be paid to the Directors who areresponsible for the consolidated business results, other than the Outside Directors, and are linked to consolidated businessresults so that the relevant Directors share the risks and returns with the 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 Director 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 11 of 12 meetings of the Board of Directors (attendance rate:92%) during the period. At theattended meetings, he expressed his opinions as necessary based on the great perspective and management
experience in the Toyota 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. Morita which limits the maximum amount of his liabilities to the-8-total amount provided for in each of the items of Article 425, Paragraph 1 of the Companies Act.
2.

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.

3.

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 held during this period. He also attended 13 of the 14
meetings of the Audit & Supervisory Board (attendance rate: 93%). 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 enteredinto 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.

4.

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 all meetings of the Board of Directors and Audit & Supervisory Board held during thisperiod. 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.

-9-

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 the period

174

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

174

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. 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 Shareholder.
Note: As the Act Concerning Partial Amendment to the Companies Act (Act No. 90 of 2014) came into effect on May 1, 2015, theCorporation has changed its policy.

- 10 -

5. Systems and Policies of the Corporation
Systems to Ensure that the Duties of Directors are Executed in Compliance with Laws and Regulations and the
Articles of Incorporation, and Other Systems Necessary for Ensuring that the 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 Guidelines to the Code of Ethics as the principles
for all Executives, and employees of Makita and each of the Directors shall keep all Corporate Officers andemployees informed of and in compliance with such ethics.
(ii) In order to ensure corporate ethics and compliance, a system to discover problems within Makita is created byestablishing consulting facilities inside and outside Makita as well as Internal Reporting Policy. In addition, an
inquiry window 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 is established that 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 establish standards concerning management structure and organization, positions,divisions of functions and duties and powers, which constitute the basis for implementing management policy, andoperates 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.
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) In order to enhance the corporate governance of Makita, Outside Directors shall be appointed.
(iv) 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 and such employees’ independence from Directors
As employees assisting the duties of the Audit & Supervisory Board Members, necessary personnel be posted to assist
the duties of the Audit & Supervisory Board Members. In order to ensure the independence of such employees from
Directors, the consent of the Audit & Supervisory Board is required for the appointment and change of such
employees.
- 11 -

7. Systems in accordance with which the Directors and employees report to the Audit & Supervisory Board Members andother systems concerning reports to the Audit & Supervisory Board Members(i) Directors, Corporate Officers and employees shall report to the Audit & Supervisory Board Members with respect
to matters that may cause significant damage to the Corporation, 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 when necessary and that the Audit & Supervisory Board to
exchange opinions with the Directors and Accounting Auditors.
8. 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.
9. Systems to ensure elimination of antisocial forces
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 orderand the security of civil society.
(i) 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.
(ii) Ban on transactions with antisocial forces are 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.
(iii) 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.
(iv) 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.

- 12 -

CONSOLIDATED BALANCE SHEET(As of March 31, 2015)(Millions of Yen)
(Assets)
Current assets(Liabilities)
429,111

Current liabilities

70,866

Cash and cash equivalents

94,529

Short-term borrowings

4,647Time deposits

15,283

Trade notes and accounts payable

25,124

Short-term investments

56,076

Other payables

6,140

Accrued expenses

10,594

Trade receivablesNotes

1,315

Accrued payroll

9,568

Accounts

64,642

Income taxes payable

5,353

Less- Allowance for doubtful receivables(998)

Deferred income taxes

1,529

175,186

Other liabilities

7,911

Deferred income taxes

6,296Long-term liabilities

14,877

Prepaid expenses and other current assets

16,782Long-term indebtedness

95,812

Accrued retirement and termination benefits

3,701

Land

23,104

Deferred income taxes

9,521

Buildings and improvements

96,202Other liabilities

1,272

Machinery and equipment

91,353

Construction in progress

3,237

Inventories

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

Total liabilities

383

85,743(Equity)Common stock

23,80550,405Additional paid-in capital

45,421

Investments

31,395

Legal reserve and retained earnings

Goodwill

721

Investments and other assets

Other intangible assets, net
Deferred income taxes
Other assets(118,084)

Legal reserve

4,563

Retained earnings

629
13,097

22,842

Treasury stock, at cost

(11,590)

Noncontrolling interest
Total equity
575,328

Total liabilities and equity- 13 -

399,874

Accumulated other comprehensive income

Total Makita Corporation shareholders’ equity

Total assets

5,669

486,0213,564
489,585
575,328

CONSOLIDATED STATEMENT OF INCOME(From April 1, 2014 to March 31, 2015)(Millions of Yen)
Net sales

414,718

Cost of sales

257,582

Gross profit

157,136
85,231

Selling, general, administrative and others, net

71,905

Operating income

Other income (Expense):
Interest and dividend income

2,639Interest expense(113)

Exchange losses on foreign currency transactions, net(6,480)443

Realized gains on securities, net
Income before income taxes(3,511)
68,394

Provision for income taxes:
Current

18,889Deferred

3,824

22,71345,681

Net income

374

Less- Net income attributable to the non-controlling interest

45,307

Net income attributable to Makita Corporation- 14 -

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY(From April 1, 2014 to March 31, 2015)(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
incomeTreasury stock

366,919

5,693(11,573)

Purchases anddisposal of treasury
stock, net(17)Cash dividends(12,352)

Comprehensive
income (loss):
Net income

45,307

Other
comprehensive
income(loss)
Ending balance

17,14923,805Non- controllinginterest
Beginning balance

3,510

Purchases anddisposal of treasury
stock, net
Cash dividends

45,421

5,669

Total

439,444
(17)

(145)

(12,497)

Net income

374

45,681

Other
comprehensive
income(loss)(175)

16,974

3,564

489,585

Comprehensive
income (loss):

Ending balance- 15 -

399,874

22,842(11,590)

Notes to Consolidated Financial Statements
Notes to Important Basic Matters for Preparation of Consolidated Financial Statements
1. Basis of presentation
The consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles(“U.S. GAAP”) pursuant to the provision of Article 120-2, paragraph 1 of the Ordinance on Accounting of Companies.
However, certain disclosures required under U.S. GAAP are omitted pursuant to the second sentence of said paragraph.
2. Scope of consolidation
Number of consolidated subsidiaries: 51
Major subsidiaries are as follows:
Makita U.S.A. Inc., Makita (U.K.) Ltd., Makita Werkzeug G.m.b.H (Germany), Makita France SAS
Makita Oy (Finland), Makita Gulf FZE (U.A.E.), Makita (China) Co., Ltd., Makita (Kunshan) Co., Ltd.,
Makita (Australia) Pty. Ltd., Makita do Brasil Ferramentas Elétricas Ltda., etc.
3. Valuation of Short-term investments and Investments
The Corporation conforms to Accounting Standards Codification (“ASC”) 320, “Investments-Debt and Equity
Securities”
Held-to-maturity securities:
Amortized cost
Available-for-sale securities:
Evaluation by the fair value
All valuation allowances are reported in Accumulated othercomprehensive income.
The cost of securities sold is based on the moving-average method.
4. Valuation of inventories
Inventories are valued at the lower of cost or market price, with cost determined principally based on the averagemethod. Inventory costs include raw materials, labor and production overheads.
5. Depreciation method of non-current assets
Property, plant and equipment:
Goodwill and other intangible assets, net:

6. Allowance
Allowance for doubtful receivables:

Retirement and termination allowances:

Depreciation of property, plant and equipment of Makita is computed byusing the straight-line method for computing depreciation.
With respect to goodwill, in compliance with ASC 350, “Intangibles-Goodwill and Other”, amortization is not performed, but impairment
testing is carried out at least once a year in principle. Amortization is
performed using the straight-line method with regard to other intangible
assets with definite useful lives.

The allowance is determined based on, but is not limited to, historicalcollection experience adjusted for the effects of the current economic
environment, assessment of inherent risks, aging and financial performance.
Allowance for doubtful receivables represents the Makita's best estimate of
the amount of probable credit losses in its existing receivables.
In accordance with ASC 715, “Compensation-Retirement Benefits”, pension
and severance cost is accrued based on the projected benefit obligations andthe fair value of plan assets at the balance sheet date.
Each overfunded plans and postretirement plans are recognized as an asset
and each underfunded plan and postretirement plans are recognized as aliability.
Unrecognized prior service cost is amortized by the straight-line method
over the average remaining service period of employees.
Unrecognized actuarial difference is recognized by amortizing a portion inexcess of 10% of the greater of the projected benefit obligations or the fair
- 16 -

value of plan assets at the beginning of the period by the straight-line
method over the average remaining service period of employees.
7. Consumption tax is accounted for by allocation separately from related sales and purchase accounts.
Notes to Consolidated Balance Sheet
Guarantee (contingent liabilities):

1 million yen

Notes to Consolidated Statement of Shareholders' Equity
1. Matter regarding shares issued
Kind of shares
Beginning of the period
Common stock
140,008,760 shares

Increase

Decrease--

End of the period
140,008,760 shares

2. Matter regarding dividend distribution(1) Amount of dividend distribution
Resolution

Kind of shares

Record date(Millions of Yen)

Dividend
per share(Yen)

Total amount ofdividends

Effective dateOrdinary General Meeting of
Shareholders held on June 25, 2014

Common stock

9,909

73

March 31, 2014

June 26, 2014

Board of Directors' meeting held on
October 31, 2014

Common stock

2,443

18

September 30, 2014

November 26, 2014

(2) Although the record date falls during the period, some dividends become effective during the following period.
Scheduled resolution
Ordinary General
Meeting of Shareholders
to be held on June 25,
2015

Kind of shares

Common stock

Dividend resource

Retained earnings

Total amount ofdividends(Millions of Yen)

Dividend
per share(Yen)

13,573100

Record date

Effective date

March 31, 2015

June 26, 2015

Notes to Financial Instruments
1. Matter regarding status of financial instruments
Makita carries out short-term and other investments in order to secure profits on a stable basis. Short-term investment
consists primarily of MMF (Money Management Fund) and FFF (Free Financial Fund). Other investment is mademainly in marketable shares (shares other than those purely for trading purpose). Long-term liabilities compriselong-term loans from banks and capital-lease obligations. Forward exchange contracts and currency swap were enteredinto with the aim of reducing such market risks as foreign exchange rate fluctuations.
2.

Matter regarding such as fair value of financial instruments
The following methods and significant assumptions were used to estimate the fair value of each class of financial
instruments for which it is practicable to estimate a fair value:(1) Cash and Cash Equivalents, Time Deposits, Trade Receivable, Short-term Borrowings, Trade Notes and Accounts
Payable, Other payables, and Accrued expenses
The carrying amounts approximate fair value because of the short maturities of those instruments.
(2) Long-term Time Deposits
The fair value is estimated by discounting future cash flows using the current rates that Makita would be offered fordeposits with similar terms and remaining maturities.

- 17 -

(3) Short-term investments and Investments
The fair value of marketable and investment securities is estimated based on quoted market prices. For certain
investments such as non-marketable securities, since there are no quoted market prices existing, a reasonableestimation of a fair value could not be made without incurring excessive cost, and such securities have been
excluded from fair value disclosure. The fair value of such securities is estimated if and when there are indications
that the investment may be impaired. Non-marketable securities amounted to 387 million yen as of March 31, 2015.
(4) Long-term Indebtedness
The fair value of long-term indebtedness is a present value of future cash flows associated with each instrument
discounted using Makita’s current borrowing rates for similar debt instruments of comparable maturities.
(5) Derivative Financial Instruments
The fair values of other derivative financial instruments, composed by foreign currency contracts, and currency
swap agreements which are used for hedging purposes, are estimated by obtaining quotes and other relevant
information from brokers.
The carrying amounts and estimated fair value of the financial instruments, and the amount of difference thereof as
of March 31, 2015 are as follows:(Millions of Yen)
Carrying amount
Short-term investments
Investments
Long-term time deposits
Long-term indebtedness including current maturities
Foreign currency contracts:
AssetsLiabilities
Currency swap agreements:
AssetsFair value

Amount of difference

56,07631,00815(393)

56,07631,029
15
(393)

21
-

182
(273)

182
(273)

-

664

664

-

The fair value estimates are made at a specific point in time, based on relevant market information and information about
the financial instrument.
These estimates are subjective in nature and involve uncertainties and are matters of significant judgment and therefore
cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

- 18 -

Notes to Information Per ShareTotal Makita Corporation shareholders' equity per share

3,580.66 yen

Total Makita Corporation shareholders' equity per share attributable to common stock was computed based onfollowing;
486,021 million yen
Total Makita Corporation shareholders' equity in the consolidated balance sheet
Total Makita Corporation shareholders' equity available to common stock
Number of shares issued (excluding treasury stock) as of March 31, 2015

486,021 million yen
135,734,868 shares

Earning per share (Basic) Net income attributable to Makita Corporation common
333.79 yenshareholders
Earning per share (Basic) Net income attributable to Makita Corporation common shareholders was computed
based on following;
Net income attributable to Makita Corporation in the consolidated statement ofincome45,307 million yen
45,307 million yen
Net income attributable to Makita Corporation available to common stock
Average number of outstanding shares of common stock- 19 -

135,736,215 shares

BALANCE SHEET(As of March 31, 2015)(Millions of Yen)
(Assets)
Current assets(Liabilities)
96,690Cash and time deposits

5,610

Trade notes receivable

405

Current liabilities

26,727

Trade accounts payable

12,584

Other payable

2,455

Trade accounts receivable

27,820Accrued expenses

6,231

Marketable securities

31,668

Income taxes payable

2,430

Finished goods and merchandise

14,192

Allowance for directors’ bonuses

190

Work-in-process

1,266

Allowance for product warranties

395

Raw materials and supplies

2,915

Allowances for environmental measures

1,356

Short-term loans receivable

9,442

Other

1,086

Deferred income tax assets

2,896Long term liabilities

Other

482

Retirement and termination allowances

Allowance for doubtful accounts(6)

Retirement allowances for directors and audit &supervisory board members

4,613
232
360

Fixed assets

185,380

Asset retirement obligation

25

Tangible fixed assets

36,803

Deferred income tax liabilities

3,996

Buildings

17,166Structures

796

Machinery and equipment

Vehicles and transportation equipment

1,167
62

Total liabilities

31,340(Net assets)
Shareholders' equity

239,980

Tools, furniture and fixtures

2,442

Common stock

24,206Land

13,800Capital surplus

47,526

Construction in progress

1,370

Additional paid-in capital

3,095

Other capital surplus

Intangible fixed assets
SoftwareIndustrial property rights
Other
Investment and other assets

47,525
1

910

Retained earnings

179,838

1,682

Legal reserve

5,669

503

Other retained earnings

145,482

Reserve for dividend

174,169
750

Investment securities

37,281

Reserve for technical research

1,500

Stocks of affiliates

63,248Reserve for advanced depreciation

1,477

Investment in affiliates

36,108General reserves

85,000Retained earnings carried forward

85,442Long-term loans receivable

857

Lease deposits

296

Treasury stock(11,590)

7,648

Valuation and translation adjustments

10,750

Other

58

Net unrealized gains on securities

10,750Allowance for doubtful accounts(14)

Prepaid pension expenses

Total assets

Total net assets

282,070

Total liabilities and net assets- 20 -

250,730
282,070

STATEMENT OF INCOME(From April 1, 2014 to March 31, 2015)(Millions of Yen)
Net sales

169,083

Cost of sales

115,50253,581Gross profit

32,043

Selling, general and administrative expenses

21,538Operating income
Non-operating income
7,316Interest and dividend income
Exchange gains on foreign currency transactions, net

281

Other non-operating income

811

8,408

Non-operating expense
151

Foreign withholding taxes

2

Other non-operating expenses

153
29,793

Ordinary income
Extraordinary gain
985

Gain on sales of fixed assets

1,078

Reversal of allowances for environmental measures

2,063

Extraordinary loss
Loss on disposal of fixed asset

584

Provision of allowance for environmental measures

200

784

Income before income taxes

31,072

Income taxes - current

6,771

Income taxes - deferred

1,361

Net income

22,940- 21 -STATEMENT OF CHANGES IN NET ASSETS(From April 1, 2014 to March 31, 2015)(Millions of Yen)
Shareholders’ equity
Common stock
Beginning balance
Cumulative effect due tochanges in accounting policies
Beginning balance of current
periodafter changes inaccounting policies
Changes during the period
Transfer to reserve foradvanced depreciation
Reversal of reserve foradvanced depreciation
Dividends paid
Net income
Purchase of treasury stock
Net change of items otherthan shareholders’ equity
Total changes during the periodEnding balance

Beginning balance
Cumulative effect due tochanges in accounting policies
Beginning balance of current
periodafter
changesinaccounting policies
Changes during the period
Transfer to reserve foradvanced depreciation
Reversal of reserve
for advanced depreciation
Dividends paid
Net income
Purchase 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----24,20647,525

1

47,526

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

24,20647,525

1

47,526

Shareholders’ equity
Retained earnings
Other retained earnings
Reserve
Retained Total
Legal Reserve
Reserve forfor
General earnings retained
reserveadvancedfortechnical depreciation reserves carried earnings
dividend
research
forward
5,669
750
1,500
1,052 85,000 76,580 170,551

Treasury
stock

Total
shareholders’equity(11,573)

230,710(1,301)-(1,301)

75,279 169,250(11,573)

229,409(1,301)

-

-

-

-

-

5,669

750

1,500

1,052

85,000

-

-

-

468

-

(468)

-

-

-

-

-

-

(43)

-

43

-

-

-

-

-

-

-

-

-

-

- (12,352) (12,352)
22,940 22,940

-

-

-

-

-

-

-

-

(17)

(12,352)
22,940
(17)

-

-

-

-

-

-

-

-

-

425
1,477

85,00010,163 10,588
85,442 179,838(17)(11,590)

10,571
239,980

-

-

-

5,669

750

1,500

- 22 ---

Beginning balance
Cumulative effect due tochanges in accounting policies
Beginning balance of current
periodafter
changesinaccounting policies
Changes during the period
Transfer to reserve foradvanced depreciation
Reversal of reserve
for advanced
depreciation
Dividends paid
Net income
Purchase 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
8,916
8,916

Total net assets
239,626--(1,301)

8,916

8,916

238,325

-

-

-

-

-

-

-

-

-

-

-

-

(12,352)
22,940
(17)

1,834

1,834

1,834

1,834
10,7501,834
10,75012,405
250,730- 23 -

Notes to Non-consolidated Financial Statements
Notes to Significant Accounting Policies
1. Valuation of securities
Held-to-maturity securities:
Stocks of subsidiaries:
Available-for-sale securitiesThose having fair market value:

Amortized cost (straight-line method)At moving-average costThose having no fair market value:

Fair market value as of period-end
Valuation differencese are presented as valuation and translation
adjustments in net assets.
The cost of securities sold is calculated based on the moving-averagemethod.
At moving-average cost

2. Valuation of net assets and liabilities accrued from derivative transactions:
Fair market value as of period-end
3. Valuation of inventories
Inventories are valued at the lower of cost based (the balance sheet amount is computed using the method of devaluing
the book price to reflect declines in profitability).
Finished goods, merchandise, work in process, and raw materials:
At average cost
Supplies:
At latest purchase cost
4. Depreciation method of fixed assets
Tangible fixed assets:(Excluding lease assets)

Straight-line method
Useful life:
Buildings:
Machinery and equipment:

38 to 50 years
5 to 10 years

Intangible fixed assets:(Excluding lease assets)

Straight-line method
Software for internal use is depreciated on the straight-line method over its
estimated useful life (5 years).
Industrial property rights are depreciated on the straight-line method over 8 to
14 year period.

Lease assets:

Lease assets relating to finance lease transactions, excluding those whose
ownership is transferred to the lessee upon lease expiration, are depreciated by
the straight-line method over the lease term with no residual value, the leaseterm being regarded as the useful life.

- 24 -

5. Allowances
Allowance for doubtful accounts:

The allowance for doubtful accounts is reserved based on the historical
write-off ratio for accounts receivable. For accounts receivable that are
difficult to collect, individually estimated write-off amounts are reserved.
Allowance for directors’ bonuses:
In preparation for the anticipated payment of directors’ bonuses, weappropriate the amount estimated to pay for the period.
Allowance for product warranties:
In preparation for the payment of product after-service and free post-salerepair services, we appropriate the projected amount based on actual
payment in the past.
Allowance for environmental measures: In preparation for the future payment concerning environmental measures,
we appropriate the amount expected to incur in the future.
Retirement and termination allowances: To be prepared for employee retirement, retirement and termination
allowances and prepaid pension expenses are reserved based on projected
benefit obligations and plan assets at the balance sheet date. In calculating
the projected benefit obligations, the Corporation adopted the benefit
formula basis as the method for attributing the expected benefit to the period
up to the end of this business year. Past service costs are amortized by thestraight-line method over the average remaining employment period.
Actuarial differences are amortized starting immediately after the year of
accruement by the straight-line method over the average remaining
employment period.
Retirement allowances for Directors and Audit & Supervisory Board Members:
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 29, 2006. The balance of the period
end is the amount of the reserve for the period of office served until abolitionof the plan by those current directors (excluding outside director) who served
until June 29, 2006.

6. Consumption tax is accounted for by allocation separately from related sales and purchase accounts.
Notes to Change of Accounting Policies
Application of the Accounting Standard for Retirement Benefits thereon
As the Accounting Standard for Retirement Benefits (ASBJ Statement No. 26, May 17, 2012) and the Guidance on
the Accounting Standard for Retirement Benefits (ASBJ Guidance No. 25, March 26, 2015) may be applied from the
beginning of the business year beginning on or after April 1, 2013, the Corporation adopted such standard andguidance from this business year and changed the calculation method of the projected benefit obligations and service
costs. As a result, the Corporation changed the method for attributing the expected benefit to a period from thestraight-line basis to the benefit formula basis, and also changed the method for determining the discount rate from themethod using a single discount rate based on the number of years approximate to the average period up to theestimated timing of the benefit payment, to the method using a single weighted average discount rate that reflects theestimated timing of the benefit payment and its amount for each estimated timing.
As to the application of the Accounting Standard for Retirement Benefits and the Guidance thereon, pursuant to thetransitional measure set forth in Paragraph 37 of the Accounting Standard for Retirement Benefits, the effect of thechanges in the calculation method of projected benefit obligations and service costs was added to or subtracted fromretained earnings carried forward, at the beginning of this business year.
As a result, the prepaid pension expenses and retained earnings carried forward at the beginning of this business year
decreased by 1,970 million yen and 1,301 million yen, respectively. Any effect thereof on operating income, ordinary
income, income before income taxes and information per share was insignificant.

- 25 -

Notes to Balance Sheet
1. Accumulated depreciation on tangible fixed assets:
Buildings

25,677

million yen

Structures

2,305

million yen

Machinery and equipment

13,727

million yen

305million yen

Tools, furniture and fixtures

26,958million yen

Total

68,972

million yen

6,009

million yen

388

million yen

1million yen

17million yen

6,415

million yen

23,549million yen

Vehicles and transportation equipment

2. Guarantee:
Guarantee for borrowing from financial institution
Maximum amount of guarantee for Makita U.S.A. Inc.
(50 million U.S. dollars)
Maximum amount of guarantee for Makita Power Tools India
Private Ltd.
(200 million Indian Rupee)
Guarantee for educational loan to employees
Guarantee for accounts payable of the following company
Makita General Service Co., Ltd.
Total
3. Receivables and payables for affiliates:
Short-term receivables
Long-term receivables

200

million yen

Short-term payables

8,916

million yen

75,802

million yen

58,036

million yen

7,073

million yen

Notes to Statement of Income
Transactions with affiliates
Amount of operating transactions
Sales
Purchases, etc.
Amount of non-operating transactions

Notes to Statement of Changes in Net Assets
Matter regarding treasury stock
Kind of shares
Beginning of the
Increase
Decrease
periodCommon stock
4,271,134 shares
2,758 shares(Reasons for the change)
The reasons for the increase are as follows:
Purchase of shares constituting less than a full unit: 2,758 shares- 26 -End of the period-

4,273,892 shares

Notes to Tax Effect Accounting
1. The main reasons for deferred income tax assets and liabilities are as follows:
Short-term deferred income tax assets
Accrued expenses
1,721
Allowances for environmental measures
441
Inventories
457
Accrued enterprise taxes
249
Others28

million yen
million yen
million yen
million yen
million yen

Net amount of short-term deferred income tax assets

2,896

million yen

1,869
2,413

million yen
million yen

115

million yen

89
166

million yen
million yen

Long-term deferred income tax assets
Loss on evaluation of investment securities
Excess in depreciation
Retirement allowances for directors and audit &supervisory board members
Loss on impairment of fixed assets
OthersSubtotal
Valuation allowance

4,652 million yen(370) million yen

Total
Long-term deferred income tax liabilities
Retirement and termination allowances
Net unrealized gains on securities
Reserve for advanced depreciation of fixed assets.
Other
Total

4,282

million yen(2,303)(5,013)
(689)
(273)

million yen
million yen
million yen
million yen(8,278) million yen

Net amount of long-term deferred income tax liabilities(3,996) million yen

2. Major items causing the significant difference between the statutory income tax rate applicable to the Corporation and theeffective income tax rate after the adoption of tax effect accounting are as follows:
Statutory income tax rate

35.0%

(Reconciliations)
Dividend income and other permanently
non-taxable income(7.5%)Tax sparing impact
Difference due to the change in the tax rate

(1.9%)

Other
Effective income tax rate after the adoption of tax
effect accounting(0.3%)

0.9%
26.2%

3. Change of the amount of deferred income tax assets and liabilities due to a change in the statutory effective tax rate
As a result of the promulgation of the Act Concerning Partial Amendment of the Income Tax Act, etc. (Act No. 9 of
2015) and the Act Concerning Partial Amendment of the Local Tax Act, etc. (Act No. 2 of 2015) on March 31, 2015,
the statutory effective tax rate used for calculating deferred income tax assets and liabilities in this business year waschanged from the 35.1% that was applicable in the previous business year to 32.5% for the temporary difference
expected to be eliminated during the business year beginning on April 1, 2015 and to 31.8% for the temporary
difference expected to be eliminated during the business year beginning on April 1, 2016. As a result, the amount ofdeferred income tax assets (net of the amount of deferred income tax liabilities) and, income taxes - deferred and net
unrealized gains on securities recorded in this business year increased by 252 million yen, 268 million yen and 520
million yen, respectively.

- 27 -

Notes to Fixed Assets Used through Leases
Operating leases
Lease commitments under non-cancelable operating leases
Within 1 year
Over 1 year

147
307

million yen
million yen

Notes to Transactions with Related Parties
1. Directors and primary individual shareholders
Attribute

Companies which directors and their relatives own the
majority of voting rights (including the subsidiaries of suchcompanies)

Corporate name

TOA Co., Ltd. (Note 1)

Maruwa, Ltd. (Note 2)

Principal

Design, production andReal estate businessbusiness or

distribution of automatic

position

regulators

Owning andDirect owned ratio: 0.0

Direct owned ratio: 2.9

Purchase of production

AdvertisingequipmentInterlocking Directors

Interlocking Directors(Number of directors: 2)

owned ratio ofvoting rights (%)

Relationship(Number of directors: 2)
Principal

Purchase of production

transactions

equipment (Note 3)Advertising (Note 3)

Transaction
amount (Millions

83

2

Other payable

-

3

-

of Yen) (Note 4)
Account title
Balance at end of
the period(Millions ofYen) (Note 4)

Terms of transactions and the policy to decide the terms(Note 1) Masahiko Goto, Chairman and Representative Director of the Corporation, Munetoshi Goto, Director of the
Corporation,and their relatives own 100% of voting rights of TOA Co., Ltd.
(Note 2) Masahiko Goto, Chairman and Representative Director of the Corporation, Munetoshi Goto, Director of the
Corporation,and their relatives own 68.1% of voting rights of Maruwa, Ltd.
(Note 3) The terms of the transactions with TOA Co., Ltd. and Maruwa, Ltd. are the same as those other generaltransactions.
(Note 4) The above stated transaction amount do not include consumption tax, and that balance at end of the period
includes consumption tax.

- 28 -

2. Subsidiaries
Attribute

Subsidiaries

Corporate nameMakita U.S.A. Inc.

Makita Gulf FZE(United States)(U.A.E.)

Direct owning ratio: 100.0

Direct owning ratio: 100.0

Debt guarantee

Money loan

Owning and owned
ratio of voting
rights (%)
Sales of finished goods and merchandise

Relationship

Interlocking Directors

Interlocking Directors(Number of directors: 1)(Number of directors:2)
Principal

Debt guarantee (Note 1)transactions

Sales of finished goods andmerchandise (Note 2)

Money loan (Note 3)

Transaction amount(Millions of Yen)

6,009

24,416

9,914(Note 4)
Account title

Trade accounts receivable Short-term loans receivable-

Balance at end of
the period (Millions

3,208

-

of Yen) (Note 4)
Attribute
Corporate nameSubsidiaries
Makita (Kunshan) Co., Ltd.
(China)Owning andowned ratio of

Direct owning ratio: 100.0

voting rights (%)
Sales of merchandise
Receipt of royalty
Relationship

Purchase of finished goods and merchandiseInterlocking Directors(Number of directors: 5)

Principaltransactions

Sales of merchandise

Purchase of finished goods and(Note 2)

merchandise

Receipt of royalty (Note 2)(Note 2)

Transaction
amount(Millions of Yen)

11,295

41,178(Note 4)
Account title

Trade accounts receivable

Trade accounts payable

Balance at end of
the period(Millions of Yen)

3,329

5,705

(Note 4)- 29 -

3,365

Terms of transactions and the policy to decide the terms(Note 1) For Makita U.S.A. Inc., we have guaranteed its debt, and the amount shown in “Transaction amount” represents
the maximum amount of guarantee (50 million U.S. dollars with no payment deadline).
(Note 2) The sales price and other sales conditions of products are determined upon consultation, considering theprevailing market conditions.
(Note 3) Regarding money loan, we decide upon reasonable rates of interest, considering the prevailing market rate. We
have not taken collateral.
(Note 4) Consumption tax is not included in the transaction amount and the balance at end of the period.
Notes to Information Per Share
Net assets per share

1,847.20

yen

Total net assets in the balance sheet

250,730

million yen

Net assets available to common stock

250,730

million yen

Net assets per share attributable to common stock was computed based on following;

Number of shares issued (excluding treasury stock) as of March 31, 2015

135,734,868

Net income per share

shares169. 00

yen

Net income

22,940

million yen

Net income available to common stock

22,940

million yen

Net income per share attributable to common stock was computed based on following;

Average number of outstanding shares of common stock- 30 -

135,736,215

shares(English Translation of the Independent Auditor’s Report Originally Issued in the Japanese Language)

Independent Auditor’s Report
May 25, 2015
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Hideaki Koyama (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hisashi Ohkita (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 shareholders’ equity and the notes to consolidated financial statements of Makita
Corporation as at March 31, 2015 and for the year from April 1, 2014 to March 31, 2015 in accordance with Article 444-4 of theCompanies 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 theprovision of the second sentence of Article 120-2-1 of the Ordinance of Companies Accounting 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 the preparation of consolidated financial statements that are free frommaterial 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
procedures that 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 ofaccounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of 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- 31 -

In our opinion, the consolidated financial statements referred to above, which were prepared in accordance with the second
sentence of Article 120-2-1 of the Ordinance of Companies Accounting 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 theconsolidated 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.

- 32 -

(English Translation of the Independent Auditor’s Report Originally Issued in the Japanese Language)

Independent Auditor’s Report
May 25, 2015
The Board of Directors
Makita Corporation

KPMG AZSA LLC
Hideaki Koyama (Seal)
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Hisashi Ohkita (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, 2015 and for the year from April 1, 2014 to March 31, 2015 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. Thosestandards 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
those risk 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 theobjective 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 presentation of the financial statements and the supplementaryschedules.
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,- 33 -

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.

- 34 -

(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 103rd period, from April 1, 2014 to March
31, 2015, 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
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.
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 and create an improved environment for auditing. 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. The Audit & Supervisory Board Members regularly received from
Directors, employees and other related persons reports and, when necessary, requested explanations and expressed opinionswith respect to the status of establishment and operation of systems to ensure that the Directors perform their duties stated in
the Business Report in compliance with applicable laws and regulations and the Articles of Incorporation, the content of aresolution of the Board of Directors concerning the establishment of other systems necessary to ensure the propriety ofcompany’s operations as provided for in Article 100, Paragraphs 1 and 3 of the Ordinance for Enforcement of theCompanies Act (internal control system), and the systems established based on said resolution. 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 the subsidiaries and sharing information among them, received reports fromsuch subsidiaries as necessary. According to the foregoing method, we examined the business report and the accompanying
supplemental schedules for this period.
In addition, the Audit & Supervisory Board Members also monitored and examined whether the Accounting Auditors
maintain their 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 Auditors that 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 as necessary. According to the foregoing method, the Audit &Supervisory Board Members reviewed the financial statements for this period (balance sheet, statement of income, statementof 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 shareholders’ equity and notes to consolidated financial statements).
2. Results of Audit(1) Results of Audit of the Business Report and Others
A. 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 Incorporation of
the Corporation.
B. We confirm that there are no fraudulent acts or material facts that violated the applicable laws and regulations of Japanor the Articles of Incorporation of the Corporation in the course of the performance of the duties of the Directors.
C. 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 theperformance 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 Auditors, areappropriate.
- 35 -

(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 27, 2015
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- 36 -

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 a total dividend for the year
ended March 31, 2015 as below. This contains a commemorative dividend of 15 yen per share to celebrate our 100th
anniversary.
As this dividend, the total dividends for the period under review shall amount to 118 yen per share that include interim
dividends in the amount of 18 yen per share, and the consolidated dividend payout ratio is 35.4% of net income.
1. Matters on allocation of dividends to shareholders and total amount of allocation
100 yen per share of common stock
Total amount: 13,573,486,800 yen
2. Effective date of dividend payment
June 26, 2015
Agenda Item No. 2: Election of 14 Directors
The term of offices of all 12 Directors will have expired at the conclusion of this General Shareholders' Meeting.
In order to cope with changes in global business environments quickly and to enhance corporate governance, we would
like to request the election of 14 Directors (including two Outside Directors), and an increase of two Directors(including one Outside Director).
The candidates are as follows:
Candidate Name
Number (Date of birth)1

2

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

1971

Joined the Corporation

May

1984

Director, Manager of Corporate Planning Department

Masahiko Goto
July
(November 16, 1946)
May

1987
1989

Managing Director, General Manager of Administration
Headquarters
President and Representative Director

June

2013

Chairman and Representative Director (present)

March
March
June

1970
1999
2003

Joined the Corporation
General Manager of Europe Sales Department
Director, General Manager of International Sales
Headquarters: America Region
Director, General Manager of International Sales
Headquarters: America, Asia and Oceania Region
Director, Managing Corporate Officer, in charge ofInternational Sales and General Manager of International
Sales Headquarters: America, Asia and Oceania Region
President and Representative Director (present)

September
Shiro Hori
(February 24, 1948)
June
June

2007
2009
2013

- 37 -

Number of the
Corporation's
shares held

1,918,443

19,713

Candidate Name
Number (Date of birth)

3

4Tadayoshi Torii(December 10, 1946)

Tomoyasu Kato
(March 25, 1948)

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

1964
1998
1998
2001

June
June

2003
2009

March

1970

March

1999

June
June
October

5

Hisayoshi Niwa
(February 24, 1949)

March
October
October
June
April
June
March
October6

Shinichiro Tomita(January 11, 1951)

October
September
June
June
May

7

Tetsuhisa Kaneko(April 6, 1955)

March
April
AugustOctober
June
June
May

8

Yoji Aoki(May 22, 1950)

March
July
July
June

Joined the Corporation
General Manager of Production Department (Assembly)
General Manager of Production Department
Director, General Manager of Quality Control
Headquarters
Director, General Manager of Production Headquarters
Director, Managing Corporate Officer, in charge of
Production and General Manager of Production
Headquarters (present)
Joined the Corporation

General Manager of Standard and Technical
Administration Department
2001 Director, General Manager of Development andEngineering Headquarters
2009 Director, Corporate Officer, General Manager of Reseachand Development Headquarters (in charge of Researchand Development)2010 Director, Corporate Officer, General Manager ofResearch and Development Headquarters (present)
1972 Joined the Corporation
1991 Manager of E.D.P. System Department
1999 General Manager of Production Control Department
2003 Director, General Manager of Quality Control
Headquarters
2005 Director, General Manager of Quality Headquarters
2009 Director, Corporate Officer, General Manager of Quality
Headquarters (present)
1974 Joined the Corporation
2000 General Manager of Plant Engineering-maintenance
Department
2001 General Manager of Production Engineering Department
2003 President of Makita (China) Co., Ltd.
2007 Director, Assistant General Manager of Production
Headquarters of the Corporation (in charge of China
Plant)
2009 Director, Corporate Officer, General Manager ofResearch and Development Headquarters (in charge of
Product Development)2010 Director, Corporate Officer, General Manager ofPurchasing Headquarters (present)
1981 Joined the Corporation
2004 General Manager of Technical Research Department
2005 General Manager of Production Department 2
2006 General Manager of Production Department 1
2007 Director, General Manager of Purchasing Headquarters
2009 Director, Corporate Officer, General Manager ofPurchasing Headquarters
2010 Director, Corporate Officer, General Manager of
Production Headquarters (in charge of China Plant)(present)
1975 Joined the Corporation
2001 General Manager of Personnel Department
2004 General Manager of General Affairs Department
2009 Director, Corporate Officer, General Manager of
Administration Headquarters (present)- 38 -

Number of the
Corporation's
shares held

24,50018,872

10,900

7,000

9,600

7,500

Candidate Name
Number (Date of birth)9

Tomoyuki Ota(March 22, 1956)

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

1978
2003
2005

July

2012

June

2013

April

1999

April

2012

Joined the Corporation
General Manager of Production Department 1
General Manager of Products & Engineering
Administration Department
General Manager of Products & Engineering
Administration Department and General Manager of
Product Design & Development Department 1
Assistant General Manager of Research andDevelopment Headquarters (present)
Joined the Corporation

Number of the
Corporation's
shares held

5,600

General Manager of International Sales Administration
228,545
Department
June2013 Director, Corporate Officer of International Sales
Headquarters (present)
March
1982 Joined the Corporation
April
2001 Manager of Shizuoka Branch Office
2003 Manager of Tokyo Branch Office
Takashi Tsuchiya October
11*
7,600
2010 General Manager of Sales Administration Department(September 1, 1957) April
June
2013 Corporate Officer, Domestic Sales Headquarters, incharge of Tokyo Sales Department (present)
March1985 Joined the Corporation
October
2007 General Manager of Production Control Department
Masaki Yoshida
April
2010 General Manager of Production Department 2
12*
3,000
(June 17, 1962)
April
2011 General Manager of Production Development
Department
February
2012 Vice President of Makita (China) Co., Ltd (present)
April
1967 Jointed Toyota Motor Co., Ltd. (present; Toyota Motor
Corporation, “TOYOTA”)
September 1994 Director of TOYOTA
June
1998 Managing Director of TOYOTA
June
1999 Senior Managing Director of TOYOTA
June
2000 Director and Vice President of Aichi Steel Corporation(“AICHI STEEL”)
Akiyoshi Morita
June
2004 President and Representative Director of AICHI STEEL
13(August 23, 1941)
June
2008 Chairman and Representative Director of AICHI STEEL
June
2011 Advisor of AICHI STEEL (present)
March2012 Outside Director of Showa Denko K.K. (present)June2013 Outside Director of the Corporation (present)(Important Concurrent Posts)
Advisor of AICHI STEEL
Outside Director of Showa Denko K.K.
April
1967 Jointed Ina Seito Co., Ltd.(present; LIXIL Corporation )January
1992 Director of INAX Corporation(“INAX”,past; Ina Seito Co.,Ltd.)
January
1996 Managing Director of INAX
January
2000 Senior Managing Director of INAX
October
2001 President and Representative Director of INAX
June
2007 Chairman and Representative Director of INAX
Masahiro Sugino
14*
June2007 President and Representative Director of JS Group(November 18, 1944)
Corporation (present; LIXIL Group Corporation)
April
2011 President and Representative Director of LIXIL
CorporationJune
2011 Director and Advisor of LIXIL CorporationJune
2013 Advisor of LIXIL Corporation (present)(Important Concurrent Posts)
Advisor of LIXIL Corporation
Notes: 1. * indicates a candidate to be posted as a Director of the Corporation for the first time.
2. There is no special interest between the above candidates and the Corporation.
3. Mr. Akiyoshi Morita and Mr. Masahiro Sugino are candidates for Outside Director.
4. The matters concerning Outside Director candidate Mr. Akiyoshi Morita are as follows:(i) Mr. Akiyoshi Morita has great perceptiveness and many years of experience as a management of TOYOTA and
10

Munetoshi Goto
(April 26, 1975)- 39 -

AICHI STEEL, core companies of Toyota Group which is a world’s leading corporate group. The Corporation
proposes his appointment as Outside Director, considering that the Corporation receive his useful opinions fromhis broad perspective as top management of the above mentioned companies.
(ii) Mr.Akiyoshi Morita serves as an advisor of AICHI STEEL. Our corporate group purchases components fromAICHI STEEL and its corporate group. This year, such purchases amounted to 643 million yen, whichconstituted only 0.27% of Aichi steel group’s consolidated sales.
(iii) Mr. Akiyoshi Morita is currently an Outside Director of the Corporation, and his term of office will be twoyears at the close of this General Meeting of Shareholders.
(iv) With respect to liabilities set forth in Article 423, Paragraph 1 of the Companies Act, the Corporation enter
into a liability limitation agreement with Mr. Akiyoshi Morita 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 the Companies Act.
If Mr. Akiyoshi Morita is appointed to be an Outside Director, the Corporation will extend such liability
limitation agreement.
(v) The Corporation plans to designate Mr. Akiyoshi Morita as the “Independent Director” as required by theregulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange and made a required notification
therefore to these stock exchanges.
5.The matters concerning Outside Director candidate Mr. Masahiro Sugino are as follows:(i) Mr. Masahiro Sugino has great perceptiveness and many years of experience as a management of LIXIL Group
Corporation and LIXIL. The Corporation proposes his appointment as Outside Director, considering that the
Corporation will be able to receive his useful opinions from his broad perspective as top management of theabove mentioned company.
(ii) Mr. Masahiro Sugino serves as an advisor of LIXIL. Our corporate group sells products to LIXIL and its
corporate group. This year, such sales amounted to 4 million yen, which constituted only 0.01% of ourconsolidated net sales.
(iii) If Mr. Masahiro Sugino appointed to be an Outside Director, with respect to liabilities set forth in Article 423,
Paragraph 1 of the Companies Act, the Corporation will enter into a liability limitation agreement with Mr.
Masahiro Sugino 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 the Companies Act.
(iv) The Corporation plans to designate Mr. Masahiro Sugino as the “Independent Director” as required by theregulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange and made a required notification
therefore to these stock exchanges.
6. The stated 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
or 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 12 directors. In accordance with above policy, we would like to pay directors’
bonuses to 11 directors in the amount of 190 million yen considering performance during the period. This is with the
exception of Mr. Akiyoshi Morita, who is an Outside Director.
Agenda Item No. 4: Determination of the amount of compensation of and specific details concerning the stock acquisition rights
for the purpose of granting stock options to Directors
At the 76th Ordinary General Meeting of Shareholders of the Corporation held on May 16, 1989, approval was granted
for the annual amounts of compensation for Directors to fall within 240 million yen, which currently remains effective,
and the Corporation terminated its retirement allowance plan for Directors and Audit & Supervisory Board Members asof the end of the 94th Ordinary General Meeting of Shareholders of the Corporation held on June 29, 2006. Following
the termination of such plan, Directors of the Corporation contribute a part of their monthly compensation to a stock
ownership plan to appropriate such compensation for acquiring the stock of the Corporation. In the present time, theCorporation would like to allot stock acquisition rights for the purpose of granting stock options to its Directors(excluding Outside Directors; hereinafter the same in this agenda) with the aim of strengthening the morale andpreparedness of Directors to contribute to enhancing the corporate value of the Corporation over the medium and longterm as well as enabling them to share the advantages and risks of share price fluctuations with our shareholders.
- 40 -

Therefore, comprehensively considering various matters, such as the degree of contributions of Directors to the
Corporation, the Corporation would like to set the amount of annual compensations relating to the stock acquisitionrights for the purpose of granting stock options to Directors at within 100 million yen, separately from the amount ofexisting Director compensation.
As this stock option is a “stock compensation-type stock option” in which the amount to be paid per share upon theexercise of the stock acquisition right is one (1) yen, and because the Corporation made the decision upon consideringvarious matters, such as the degree of contributions of Directors, we consider the details thereof to be appropriate.
In addition, the consideration for the stock acquisition right for the purpose of granting stock options that is to be
determined based on the fair value when it is allotted is to be paid by setting off against the Directors’ rights tocompensations relating to the stock acquisition rights for the purpose of granting stock options set forth in this agenda
item, instead of actual payment thereof.
Currently, there are 12 Directors (including one Outside Director) and, if Agenda Item No. 2 is approved, there will be
14 Directors (including two Outside Directors).
(i) Underlying share classes and number of shares per stock acquisition rightTen shares of common stock of the Corporation shall be granted per one stock acquisition right. However, in the event the
Corporation conducts a share split (including gratuitous allocation share of common shares of the Corporation; hereinafter, thesame shall apply, when referring to share split) or reverse stock split, after the date of resolution of the proposal (hereinafterreferred to as the “Date of Resolution”), the number of shares granted will be adjusted in accordance with the following formula.
Fractions of shares resulting from the adjustment will be truncated to the nearest whole share.
Number of shares granted after adjustment = Number of shares granted before adjustment × Stock split ratio or reverse stock split
ratio
Moreover, in the event that the Corporation is, after the Date of Resolution, subject to merger, company split or any other similarcases other than the above, in which it is necessary to adjust the number of shares granted, the Corporation may appropriately
adjust the number of shares granted to a reasonable extent.
(ii) Total number of stock acquisition rights
The maximum number of stock acquisition rights allotted to Directors (excluding Outside Directors) within one year from the dateof the Ordinary General Meeting of Shareholders for the corresponding business year shall be 5,000 (total number of shares to beacquired upon exercise of the stock acquisition rights is 50,000 shares, which represents 0.03% of the total number of issued
shares (excluding treasury shares) as of the end of March, 2015).
(iii) Amount to be paid in for the stock acquisition rights
The amount to be paid in for one stock acquisition right shall be the amount to be determined at the Board of Directors meeting of
the Corporation based on the fair value of the stock acquisition rights calculated using a fair calculation method for the allotmentof stock acquisition rights, such as the Black-Scholes Model.
(iv) Amount of assets to be contributed upon exercise of the stock acquisition rights
The amount of assets to be contributed upon exercise of each stock acquisition right shall be an amount obtained by multiplying
the exercise price per share to be issued upon exercise of such stock acquisition rights (which shall be one yen), by the number ofshares granted.
(v) Period during which the stock acquisition rights may be exercised
The exercise period must lie within fifty years from the day following the allotment date of the stock acquisition rights and shall be
determined at the Board of Directors meeting of the Corporation.
(vi) Restriction on acquisition of stock acquisition rights by way of transfer
The acquisition of stock acquisition rights by transfer requires the approval by a resolution of the Board of Directors meeting of
the Corporation.
(vii) Terms for exercise of stock acquisition rights
Persons who receive an allotment of the stock acquisition rights are permitted to exercise stock acquisition rights on or after the
day following the day on which they cease to hold a position as Director of the Corporation. Any other terms for the exercise ofstock acquisition rights shall be determined at the Board of Directors meeting of the Corporation.
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