These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, theoriginals shall prevail. JUKI CORPORATION assumes no responsibility for these translations or for direct,
indirect or any other forms of damages arising from the translations.
Securities code: 6440
March 4, 2022
To All Shareholders:
Shinsuke Uchinashi
Representative Director
JUKI CORPORATION
2-11-1, Tsurumaki, Tama-shi,
Tokyo, JapanCONVOCATION NOTICE OF
THE 107TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce the 107th Ordinary General Meeting of Shareholders (the “Meeting”) of
JUKI CORPORATION (the “Company”) to be held as indicated below.

As COVID-19 is spreading, if you are considering physically attending the General Meeting of
Shareholders, we would like to ask you not to if it is somewhat difficult to attend. You may
exercise your voting right in writing or via the internet. Please consider using one of thosemethods as well. In the event that you exercise your voting rights in writing or by electronic method(Internet), the voting deadline is, as stated on the next page, 6:00 p.m. on Friday, March 25, 2022
(Japan Standard Time).
Thank you very much for your cooperation.
1. Date and Time:

Monday, March 28, 2022, at 10:00 a.m.

2. Place:

Multi-purpose hall, 3rd floor of the East Tower of the Company’s Head Office,2-11-1, Tsurumaki, Tama-shi, Tokyo, Japan

3. Meeting Agenda:
Report matters:

1. The Business Report and the Consolidated Financial Statements for the107th Fiscal Year (January 1, 2021 to December 31, 2021), and the results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 107th Fiscal Year (January 1,
2021 to December 31, 2021)

Resolution matters:
First proposal: Appropriation of Surplus
Second proposal: Partial Amendment to the Articles of Incorporation
Third proposal: Election of 5 Directors
Fourth proposal: Election of 2 Substitute Audit & Supervisory Board Members
Fifth proposal: Determination of remuneration to grant restricted stocks to Directors(excluding Outside Directors)----------------------------------------------------------------------------------------------------------------------------- If you plan to attend the Meeting, please submit the enclosed Voting Right Exercise Form to thereceptionist at the Meeting.

1

- Any amendments to the Reference Materials for the Ordinary General Meeting of Shareholders, Business
Report, Non-consolidated Financial Statements, and Consolidated Financial Statements will be posted on
the Company’s website (URL: https://www.juki.co.jp).
- Pursuant to relevant laws and regulations and Article 16 of the Articles of Incorporation, “Notes toConsolidated Financial Statements” and “Notes to Non-consolidated Financial Statements” are notincluded in the documents attached to this convocation notice since they have been made accessible on the
Company’s website instead. The Consolidated Financial Statements or the Non-consolidated Financial
Statements stated in the documents attached to this convocation notice are a part of the Consolidated
Financial Statements or the Non-consolidated Financial Statements audited by the Accounting Auditor andthe Audit & Supervisory Board Member in preparing their respective audit reports.

2

Instructions on Exercise of Voting Rights
Please review the Reference Materials for the Ordinary General Meeting of Shareholders (pages 36 to 48)
and exercise your voting rights.
To exercise your voting rights, please follow one of the methods described below.
Exercise of voting rights by attending the Meeting in person
Please bring the enclosed Voting Right Exercise Form and submit the form to the receptionist.
Please also bring this Notice with you.
Date and time of the Meeting: 10:00 a.m. on Monday, March 28, 2022
Exercise of voting rights when not attending the Meeting
Exercise of voting rights in writing
Please indicate your approval or disapproval of each of the proposals on the enclosed Voting Right Exercise
Form and mail it to us so that it arrives no later than the deadline.
Deadline:
To be received no later than 6:00 p.m. on Friday, March 25, 2022
Exercise of voting rights via the Internet using the “Smart Voting” method
Please scan the QR code for “Smart Voting” printed on the bottom right of the Vote Right Exercise Formwith your smartphone or tablet, and enter your approval or disapproval of each of the proposals.
Deadline:
No later than 6:00 p.m. on Friday, March 25, 2022
Please refer to the next page for details.
Exercise of voting rights via the Internet by accessing the website
Please access Exercise of Voting Rights Website designated by the Company and enter your approval ordisapproval of each of the proposals in accordance with the instructions on the screen.
Deadline:
No later than 6:00 p.m. on Friday, March 25, 2022
Please refer to the next page for details.

3Instructions on Exercise of Voting Rights via the Internet
Smart Voting
Scanning the QR Code

Exercise by Accessing the Website
Entering Exercise of Voting Rights Code andPassword

You can simply log in to the voting website without
entering the Exercise of Voting Rights Code and
the Password.

Exercise of Voting Rights Website:
https://soukai.mizuho-tb.co.jp/

1. Please scan the QR Code printed on the righthand side of the Voting Right Exercise Form.
* “QR Code” is a registered trademark of
DENSO WAVE INCORPORATED.
This requires installation of an application orfunctionality that enables a device to read QR
Codes.

1. Please access the Exercise of Voting Rights
Website.
2. Please enter the Exercise of Voting Rights Code(ID) printed on the right-hand side of the backof the Voting Right Exercise Form.
3. Please enter the password printed on the Voting
Right Exercise Form. It is necessary for you tochange your password when you log in for the
first time.
4. Please enter information in accordance with the
instructions on the screen.

2. Please enter your approval or disapproval inaccordance with the instructions on the screen.

* If you enter your password incorrectly for acertain number of times, the password will belocked and you will no longer be able to use
it. If this occurs, please complete theprocedures indicated in the instructions on
the screen.
* If you exercise your voting rights both inwriting and via the Internet, only your votevia the Internet shall be deemed effective. If
you exercise your voting rights several times
via the Internet, only your final vote shall bedeemed effective.
* You shall bear your own expenses forconnection to the Internet.

Note that your voting rights can be exercised only
once by using the “Smart Voting” method.
If you need to make a correction to yourapproval/disapproval after you have exercised yourvoting rights, please access the website inaccordance with “Entering Exercise of Voting
Rights Code and Password” written on the right,
and exercise your voting rights again.
* If you scan the QR code again, you will betransferred to the Exercise of Voting Rights
Website.

Stock Transfer Agency Department,
Mizuho Trust & Banking Co., Ltd.
0120-768-524 (toll free within Japan only)(9:00 a.m. to 9:00 p.m. on weekdays)

If you have any questions on how to exercise yourvoting rights via the Internet using a personal
computer or a smartphone, please contact thecontact information stated on the right.

4

(Attached materials)
Business Report(January 1, 2021 to December 31, 2021)
1. Overview of the JUKI Group (the “Group”)(1) Business Progress and Results
In the fiscal year ended December 31, 2021, although the effects of the spread of the novel
coronavirus disease (COVID-19) continued in emerging countries including those in Asia and Central
and South America, the global economy has entered a phase of recovery, with growth in the Chinese
economy, which was the first to recover, and revitalization of economic activity in developed countries
where vaccine rollouts have progressed, such as those in Europe and North America.
In the business environment surrounding the Company, while certain countries and regions are still
being affected by the spread of COVID-19, recovery in demand for capital investment progressed due tothe rise in capacity utilization rates at the sewing factories that make up our customers and the increase
in semiconductor-related demand, which has been driven by 5G, etc. In addition, there began to be signs
leading to business chances for the Company such as responding to customers’ supply chain
fragmentation (decentralization of production areas), leading results to improve greatly year on year.
However, supply shortages for some parts and logistics disruptions continue mainly for industrial
sewing machines.
Furthermore, amid the acceleration in the technological revolution in the form of AI/IoT/5G, etc., theresponse to the new-normal environment including changes in markets and customers, and the demand
for stronger “sustainable development goal (SDGs)” initiatives, the Company revised the Medium-Term
Management Plan Phase II, which runs from 2020 to 2022, and have worked to make a qualitativechange and return to a trajectory of growth by vigorously promoting our added-value structural reforms
and our cost structural reforms, as well as reforms in our business strategy and structural strategy
through our “6 Reforms (6 X).”
*6 Reforms
1) Borderless X: The Company has developed markets and customers in an emerging market (middle
market) and those implementing the relocation of production facilities that are expected to grow.
2) Business Model X: The Company has further expanded business areas that will increase
profitability, such as non-apparel, inspection equipment and automated warehousing.
3) SDGs Management X: The Company has realized “sustainable” management by solving social
issues such as by creating employment opportunities in emerging countries through our businessand reducing clothing waste loss by supporting the introduction of smart technologies into sewing
factories.
4) R&D Model X: The Company has strengthened the Network/Platform Business and the Robot
Business through the utilization of cutting-edge technologies, and expanded innovative technicalareas such as by developing convenient products and services that have a high level of value.
5) Workstyle Reform X: The Company has constructed a production organization and administrative(indirect) work organization centered on the management 5Ss, such as by introducing smart
technologies into factories, streamlining indirect operations, and introducing a job-style
employment system that focuses on duties and results.
6) Financial Strength X: The Company has strengthened equity and improved asset efficiency
through the enhancement of financial strength, such as by shrinking the cash conversion cycle by
optimizing the turnover period of notes and accounts receivable - trade and inventories.
During the fiscal year, the Company engaged in company-wide sales activities such as capturing
demand during market recoveries in each business and expanding its share in growth fields, given theabove revitalization of the economic environment. However, there were adverse effects that included
delays in procuring some parts and logistical postponements. As a result, net sales were 101,292 million
yen (up by 43.9% from the previous fiscal year).
In terms of profits, increased sales, a rise in capacity utilization rates at factories, continuously
working to cut fixed costs controlled by our cost structural reforms, and a trend of yen depreciation in
the foreign exchange market led to an increase in our profit ratio, but the costs of parts and logistics also
increased. As a result, operating profit stood at 3,868 million yen (compared to operating loss of 4,469
million yen for the previous fiscal year), ordinary profit stood at 3,439 million yen (compared toordinary loss of 3,957 million yen for the previous fiscal year), and profit attributable to owners of5parent stood at 2,154 million yen (compared to loss attributable to owners of parent of 4,688 million yen
for the previous fiscal year).
Business results by major segment are as follows:
1) Sewing Machinery and Systems Business Segment
Sales of industrial sewing machines grew in major markets with improved capacity utilization rates at
sewing factories due to a revitalization of activity in the European, North American, Chinese, and othermarkets, but were impacted by the effects of lockdowns in Vietnam on our customers, delays inprocuring parts, and logistics delays, etc. As a result, net sales for the Sewing Machinery and Systems
Business as a whole were 63,213 million yen (up by 47.9% from the previous fiscal year).
In terms of profits, increased sales, the rise in capacity utilization rates at factories, and continued cost
cutting led to an increase in our profit ratio, but the costs of parts and logistics also increased. As aresult, segment profit (ordinary profit) stood at 1,517 million yen (compared to segment loss of 2,201
million yen for the previous fiscal year).
2) Industrial Equipment and Systems Business Segment
With respect to the Electric Assembly Systems Businesses, by capturing capital investment demand in
relation to 5G, etc., primarily in China and other countries and strategically expanding sales of mostly
high-speed machines, sales rose 55.6% year-on-year, exceeding the strong sales seen in 2018. Moreover,sales took an upward turn in Group Businesses such as contract manufacturing, mainly in Japan. As aresult, net sales for the Industrial Equipment and Systems Business as a whole rose by 37.8% year-onyear to 37,834 million yen.
In terms of profits, increased sales, the rise in capacity utilization rates at factories, and continued cost
cutting led to segment profit (ordinary profit) of 2,865 million yen (compared to segment loss of 42
million yen for the previous fiscal year).
(2) Capital Investments
Capital investment totaling 1,111 million yen was disbursed in FY 2021, including 399 million yen
for machinery, equipment and vehicles, and 262 million yen for tools, furniture and fixtures.
(3) Financing
Financing for FY 2021 was arranged using the Group’s own funds and borrowings from financial
institutions, etc.
(4) Issues to Address
With respect to the business environment surrounding the Company, while the Company assumes that
there will be an economic slowdown due to disruptions in logistics and supply chains caused by the
lingering spread of COVID-19 and prolonged trade friction between the U.S. and China, as well as
intensified competition with competitors, the developments of new businesses are progressing due toacceleration of technological innovation for AI, the IoT, 5G, etc., and changes in the market andcustomers looking ahead to the post-coronavirus era. It is necessary to create new business models andmanagement foundations that can respond to such a new normal environment. In addition, society as awhole has seen accelerated efforts to create a sustainable society from a long-term perspective in theview of the Sustainable Development Goals (SDGs).
Based on these kinds of changes in the business environment, first, the Company will reconstructsupply chains that address pressing issues of part shortages and logistic disruptions. At the same time, inthe final year of Medium-Term Management Plan 2021-2022, the duration of which is from 2020 to2022, looking at 2025 three years ahead from 2022, the Company will clarify investment and its returnin each business. In addition, the Company will introduce ROIC management that allows active
investment in focused areas from mid- to long-term perspectives to maximize profit through cost
structural reforms, expansion of business domains, reinforcement of high value-added areas, including
cultivation of new customers. In addition, the Company will make qualitative transformations while
getting back on a track for growth by enhancing reorganization to business strategies and organizational
strategies with the “6 Reforms.”
The entire Group is working on these issues and endeavoring to respond to shareholders’expectations. We kindly ask you for your further encouragement and support.

6(5) Changes in Assets and Profit (Loss)
1) Group

Item
Net sales(million yen, except for per share amounts)
The 104th fiscal The 105th fiscal The 106th fiscal The 107th fiscal
year ended
year ended
year ended
year ended
December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021
112,064

99,16970,401

101,292

Ordinary profit (loss)

8,385

2,941

(3,957)

3,439

Profit (loss) attributable toowners of parent

6,640

1,763

(4,688)

2,154

Basic earnings (loss) per
share¥226.68¥60.20¥(160.04)¥73.55

Total assets

119,121114,715

110,230

129,114

Net assets

37,24137,752

31,36835,672

Net assets per share¥1,246.93¥1,264.28¥1,059.32¥1,203.14(Note) Basic earnings (loss) per share is calculated using the average number of outstanding shares
during the fiscal year (excluding treasury shares). Net assets per share is calculated using thenumber of outstanding shares as of the end of the fiscal year (excluding treasury shares).
2) Company

Item(million yen, except for per share amounts)
The 104th fiscal The 105th fiscal The 106th fiscal The 107th fiscal
year ended
year ended
year ended
year ended
December 31, 2018 December 31, 2019 December 31, 2020 December 31, 2021

Net sales

59,69650,98828,32649,474

Ordinary profit (loss)

3,941

1,430

(2,914)

738

Profit (loss)

3,657

1,202

(2,806)446

Basic earnings (loss) per
share¥124.84¥41.05¥(95.81)¥15.24

Total assets

94,571

89,04586,531

96,765

Net assets

31,337

31,67028,13528,009Net assets per share¥1,069.69¥1,081.06¥960.41¥956.12(Note) Basic earnings (loss) per share is calculated using the average number of outstanding shares
during the fiscal year (excluding treasury shares). Net assets per share is calculated using thenumber of outstanding shares as of the end of the fiscal year (excluding treasury shares).

7(6) Principal Subsidiaries
1) Principal Subsidiaries
Company name

The Company’s
percentage ofvoting rights
Direct Indirect

CapitalMain business(million yen)
2,618

91.8%

–

Sales of mounters, inspection
equipment, printing equipment
and others

JUKI INDUSTRIAL
EQUIPMENTTECHNOLOGYCORPORATION

300

100%

–

Manufacture and sales ofmounters, inspection equipment,
printing equipment and others

JUKI SALES (JAPAN)
CORPORATION

86

100%

–

Sales of sewing machinery in
Japan

JUKI SINGAPORE PTE.
LTD.

U.S.$29,435
thousand

100%–

Sales of sewing machinery in
Asian regions

JUKI (CHINA) CO., LTD.

RMB358,365
thousand100%–

Administration of subsidiaries in
China and sales of sewing
machinery

JUKI (SHANGHAI)
INDUSTRIAL CO., LTD.

RMB239,025
thousand

21.3%

78.7%

JUKI AMERICA, INC.

U.S.$26,346
thousand

100%–

Sales of sewing machinery in theAmericasTOKYO JUKI
INTERNATIONAL
TRADING (SHANGHAI)
CO., LTD.

RMB5,001 thousand

100%

–

Sales of mounters, inspection
equipment, printing equipment
and others in China

JUKI CENTRAL EUROPE
SP. ZO.O.

PLN50 thousand

100%

–

Sales of sewing machinery inEuropean regions

JUKI (VIETNAM) CO.,LTD.

U.S.$5,000 thousand

100%

–

Manufacture and sales ofindustrial sewing machines,
precision casting parts and others

JUKI (LANGFANG)
INDUSTRIAL CO., LTD.

RMB160,000
thousand–100%

JUKI AUTOMATIONSYSTEMS CORPORATION

2) Status of Specified Wholly Owned Subsidiaries
No items to report.

8

Manufacture and sales ofindustrial sewing machines

Manufacture and sales ofindustrial sewing machines(7) Principal Businesses
Segment

Summary of businessSewing Machinery and Systems Business Unit

Manufacture and sales of industrial sewing machinesand household sewing machines

Industrial Equipment and Systems Business Unit

Manufacture and sales of electronics assembly &systems (mounters, inspection equipment and others),
sales of parts, maintenance services and commissioned
processing business(8) Principal Offices and Plants
Company name

Office or plant

Location

Head OfficeTokyo

Ohtawara Plant

Tochigi

JUKI AUTOMATION SYSTEMSCORPORATIONHead Office

Tokyo

JUKI INDUSTRIAL EQUIPMENTTECHNOLOGY CORPORATIONHead Office and Plant

Akita

JUKI SALES (JAPAN) CORPORATIONHead Office

Tokyo

JUKI SINGAPORE PTE. LTD.

Head Office

Singapore

JUKI (CHINA) CO., LTD.

Head Office

Shanghai, China

JUKI (SHANGHAI) INDUSTRIAL CO., LTD.

Head Office and Plant

Shanghai, China

JUKI AMERICA, INC.

Head Office

Florida, U.S.A.

TOKYO JUKI INTERNATIONAL TRADING(SHANGHAI) CO., LTD.

Head Office

Shanghai, China

JUKI CENTRAL EUROPE SP. ZO.O.

Head Office

Warsaw, Poland

JUKI CORPORATION

9(9) Employees
1) Group(As of December 31, 2021)
Change from previous
Number of employees
fiscal year-end

Segment
Sewing Machinery and Systems Business Unit

3,138

23

Industrial Equipment and Systems Business
Unit

1,786

(45)

Other business

101

5

Corporate headquarters (common)

230

(15)

Total
5,255
(Note) The above figures include contract employees and part-timers and exclude dispatchedemployees.

(32)2) Company(As of December 31, 2021)
Change from previous
Average years of
Number of employees
Average age
fiscal year-end
service
830
79 persons decreased
45.3 years old
19 years(Note) The above figures include contract employees and part-timers and exclude dispatchedemployees.
(10) Major Creditors and Balance of Borrowings(As of December 31, 2021)
Creditor

Balance of borrowings (million yen)Mizuho Bank, Ltd.

15,957

Sumitomo Mitsui Trust Bank, Limited

6,714

Development Bank of Japan Inc.

5,503

The Hiroshima Bank, Ltd.

5,327

Mizuho Trust & Banking Co., Ltd.

4,920

The Shoko Chukin Bank, Ltd.

3,721

10

2. Status of Shares (As of December 31, 2021)(1) Total Number of Authorized Shares

80,000,000 shares(2) Total Number of Issued Shares

29,874,179 shares(including 579,433 treasury shares)(3) Number of Shareholders

12,530 persons(4) Major Shareholders (Top 10)
Number ofsharesthousand shares

Shareholder nameShareholding ratio%

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

3,517

12.00

Custody Bank of Japan, Ltd. (Trust Account)

1,109

3.78

Mizuho Bank, Ltd.

938

3.20

Nippon Life Insurance Company

732

2.49

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.

684

2.33

Asahi Mutual Life Insurance Company

569

1.94

MSCO CUSTOMER SECURITIES

525

1.79

JPMorgan Securities Japan Co., Ltd.

515

1.75

The Dai-ichi Life Insurance Company, Limited

511

1.74

BNYM SA/NV FOR BNYM FOR BNYM GCM CLIENT
ACCTS M ILM FE

466

1.59

(Note) The shareholding ratio is calculated by means of deducting treasury shares (579,433 shares)
from the number of the issued shares.

11

3. Company Officers(1) Directors and Audit & Supervisory Board Members
Position
Representative
Director
Chairman & CEO

Name

Areas of responsibility
within the Company

Representative Director
Chairman & CEO of JUKI
AUTOMATION SYSTEMSCORPORATION

Akira Kiyohara“In charge of Sewing
Machinery and Systems
Business Unit,” Executive Unit
Officer of Sewing Machineryand Systems Business Unit,“In charge of the Global
Director of JUKI
Cooperate Center (Corporate
AUTOMATION SYSTEMS
Planning Department, Finance
CORPORATION& Accounting Department,
Human Resources & General
Affairs Department, Business
Process Innovation
Department)” and “in chargeof the Secretary’s office”

Representative
Director
President & COO

Shinsuke Uchinashi

Director and Senior
Managing Officer

President of Electronics
Hirokazu Nagashima Assembly & Systems
Company

Director

Kazumi Nagasaki

Director

Audit & Supervisory
Board Member(Full-time)(As of December 31, 2021)
Significant concurrent
positionsRepresentative Director
President & COO of JUKI
AUTOMATION SYSTEMSCORPORATION

Yutaka Hori

Attorney
Executive and Vice President,
National University
Corporation Chiba University
Outside Director of FIDEA
Holdings Co. Ltd.

Masahiko Suzuki

Audit & Supervisory Board
Member of JUKI
AUTOMATION SYSTEMSCORPORATION, Audit &Supervisory Board Member of
JUKI INDUSTRIAL
EQUIPMENTTECHNOLOGYCORPORATION, Auditor of
JUKI (CHINA) CO., LTD. and
Auditor of TOKYO JUKI
INTERNATIONAL
TRADING (SHANGHAI)
CO., LTD.

12

Position

Name

Areas of responsibility
within the Company

Significant concurrent
positionsAudit & Supervisory
Board Member

Masato Tanaka

Attorney
Appeal Examination Counselorof the Japan Patent Office

Audit & Supervisory
Board Member

Junko Watanabe

Managing Director of Joban
Kosan Co., Ltd.,(Notes) 1. Directors, Mr. Kazumi Nagasaki and Mr. Yutaka Hori, are Outside Directors as defined in
Article 2, item (xv) of the Companies Act.
2. Directors, Mr. Kazumi Nagasaki and Mr. Yutaka Hori, are such independent officers as
specified by the Tokyo Stock Exchange.
3. Audit & Supervisory Board Members, Mr. Masato Tanaka and Ms. Junko Watanabe, areOutside Audit & Supervisory Board Members as defined in Article 2, item (xvi) of theCompanies Act.
4. Masato Tanaka had not been designated as an independent officer as specified by the Tokyo
Stock Exchange in accordance with the policy of the office that he belonged to. However,since he resigned from the office, the notification has been filed as of January 1, 2022.
5. Audit & Supervisory Board Member Ms. Junko Watanabe is an independent officer as
specified by the Tokyo Stock Exchange.
6. Audit & Supervisory Board Members, Mr. Masahiko Suzuki and Ms. Junko Watanabe, have
many years of financial- and accounting-related experience, etc. and have sufficient financial
and accounting knowledge.
(2) Summary of contract for limitation of liability
The Company has concluded contracts for limitation of liability with Outside Directors, Mr.
Kazumi Nagasaki and Mr. Yutaka Hori, and Outside Audit & Supervisory Board Members, Mr.
Masato Tanaka and Ms. Junko Watanabe, to limit their liability as stipulated in Article 423, paragraph(1) of the Companies Act up to the total sum stipulated in Article 425, paragraph (1) of the Companies
Act.
(3) Summary of contract for a directors and officers liability insurance policy
The Company concluded a directors and officers liability insurance policy stipulated in Article 4303, paragraph (1) of the Companies Act with an insurance company. The scope of the insureds under
the insurance agreement covers the Company’s officers (Directors, Audit & Supervisory Board
Members, Managing Officers and Corporate Officers), and all of the insurance premiums are borne by
the Company.
The insurance agreement will cover legal damages and costs incurred by the insureds for a claim
for damages attributable to the execution of their duties.
However, by excluding the damage, etc., arising from any criminal acts and illegal acts that theinsureds benefited personally or received favorable treatment, the Company has put in place measures
to maintain the appropriateness of the execution of duties by the insured.
(4) Amount of Remuneration, etc. to Directors and Audit & Supervisory Board Members
1) Matters related to the policy for determining the details of individual remuneration for Directors
The Company resolved a policy to determine the details of individual remuneration for Directors at
the Board of Directors, as follows.
(Basic policy)
The remuneration, etc., for Directors of the Company, is provided under a remuneration system
whereby incentives function to enhance the company’s sustainable growth and corporate value.
The remuneration, etc., for Directors, is monetary remuneration that consists of monthly
compensation (fixed compensation) and performance-linked remuneration (bonus), which varies
depending on the level of achieving consolidated business performance targets.
Directors’ monthly remuneration is determined based on the evaluation of the Director’s
responsibilities every fiscal year. Performance-linked remuneration (bonus) is determined based on
the evaluation of individual performance and achievement and paid at a determined point in time
every fiscal year by taking into account comprehensive factors, including the status of achieving
company business performance and dividends and calculating the total payment amount using
consolidated ordinary profit as a key indicator, which reflects the level of earning power of theCompany Group. Consolidated ordinary profit of the fiscal year stood at 3,439 million yen.
13

Remuneration, etc., for Outside Directors consists of only monthly remuneration from theviewpoint of their role of overseeing and supervising management and their independence.
Assuming that the matters related to determining remuneration to grant restricted stock to Directors(excluding Outside Directors) will be approved at the 107th Ordinary General Meeting of
Shareholders scheduled for March 28, 2022, the Company will establish a remuneration systemlinked to shareholders’ interests in order to provide part of remuneration as “restricted stock-based
remuneration”. Accordingly, the system of Directors’ remuneration, etc., will consist of monthly
remuneration (fixed remuneration), performance-linked remuneration (bonus), and restricted stockbased remuneration.
The overview of restricted stock-based remuneration is as follows:- Maximum amount of restricted stock-based remuneration:
50 million yen in total (per year)- Maximum number of restricted stocks granted:
100,000 (per year)- Transfer restriction period:
Until the day of resignation(Determination process)As for the process of determining Directors’ remuneration, etc., to reinforce the independence andobjectivity of the function related to the determination of remuneration for Directors, the Designation
and reward Advisory Committee, which is comprised of three Directors, including two Independent
Outside Directors, deliberates a remuneration plan proposed by the Representative Director,
Chairman and CEO, and reports to the Board of Directors. The Board of Directors deliberates theappropriateness of the details of the report submitted by the committee.
In the fiscal year, the Board of Directors has judged that the report of the Designation and reward
Advisory Committee is in line with the Company’s determination policy.
The remuneration, etc. of Audit & Supervisory Board Members consists of only monthly
remuneration by taking into account their roles.
2)

Matters related to the resolution of the Board of Directors concerning remuneration, etc.
The 92nd Ordinary General Meeting of Shareholders held on June 28, 2007, resolved that the
maximum amount of the remuneration, etc. for the Directors (excluding employee salary for
employees concurrently assuming a position as a Director) and Audit & Supervisory Board Membersof the Company would be 480 million yen and 80 million yen per year, respectively.
As of the conclusion of the General Meeting of Shareholders, the number of Directors was nine,
and the number of Audit & Supervisory Board Members was four.

14

3)

Total Amount of Remuneration, etc.

Total Amount of
Remuneration

Classification

Total amount of remuneration, etc.
by type (million yen)
The number oftarget officers(million yen)Monthly
remuneration(fixedremuneration)

Performancelinked
remuneration(bonus)Director

138

128

9

7

(Outside Director)

(14)

(14)

(–)

(2)

25

25

–

3

(12)

(12)

(–)

(2)

Audit & Supervisory
Board Member(Outside Audit &Supervisory Board
Member)(Note) The above number of payees and amount of remuneration, etc. include two Directors who
retired during FY 2021.
(5) Outside Officers
1) Significant concurrent positions
Significant concurrent positions held by outside officers are as described on pages 12 to 13. There areno specific relationships between the Company and such outside officers/the organizations where theirconcurrent positions are held.
2) Main activities
Title

Director

Audit &
Supervisory Board
MemberName

The status of main activities and the outline of duties
conducted in relation to expected roles by Outside Directors

Participated in all 12 Board of Directors’ meetings held in FY
2021, and actively provided objective and appropriate advice
on and proposals for the management of the Company and its
group companies by sharing his specific stories based on his
Kazumi Nagasaki
actual experiences given his abundant experience andknowledge as a corporate manager in the manufacturingindustry, his deep insight into company management, and his
supervising capability.

Yutaka Hori

Participated in all 12 Board of Directors’ meetings held in FY
2021. Actively provided objective and appropriate advice on
and proposals for the management of the Company and its
group companies by drawing on his legal expertise as alawyer accumulated over many years and his experience as adirector of other companies in the business world.

Masato Tanaka

Participated in all 12 Board of Directors’ meetings and in all
13 Audit & Supervisory Board meetings held in FY 2021;
provided expert opinions, mainly as an attorney, as necessary.

Junko WatanabeParticipated in all 12 Board of Directors’ meetings and in all
13 Audit & Supervisory Board meetings held in FY 2021;
provided expert opinions, mainly as an experienced corporate
manager, as necessary.

153) Total amount of remuneration, etc. to outside officers for FY 2021
Amount of
Number of payees
remuneration, etc.
(million yen)
Total amount of
remuneration,
etc.

4

26

16

(Reference) Managing Officers and Corporate Officers

PositionName(As of December 31, 2021)
Responsibilities and significant concurrent positions

Hirofumi Gotoh

Executive Director and General Manager of Head Office of
JUKI (CHINA) CO., LTD.

Yutaka Abe“In charge of Business Operation Center (deputy) (Sewing
Machinery and Systems Business Unit), (Responsible for China,
Southeast Asia and Oceania area)”, [Resident in Shanghai]
President (Sales) of JUKI (CHINA) CO., LTD.

Jirou Ishibashi“In charge of Business Operation Center (Value-added structurereform for Sewing Machinery and Systems Business Unit) and
General Manager of Sales Promotion Dept., Sewing Machineryand Systems Business UnitManaging Officer

Katsumi Nihei“In charge of Business Operation Center (deputy) (Sewing
Machinery and Systems Business Unit), (Responsible forSouthwest Asia, Middle East and South-Central Africa area)”,[Resident in India]
Chairman of JUKI INDIA PVT. LTD.

Managing Officer

Kiyoshi Matsumoto“In charge of Production Center” and “In charge of Business
Operation Center (Group Business Company)”

Managing Officer

Hiroshi Anzai“In charge of Development Center” and “in charge of the Global
Cooperate Center (Corporate Planning Dept. (Alliance),
Information System Dept.)”

Managing Officer

Managing Officer

Managing Officer

Corporate Officer(“In charge of
Minoru Nitta
Group Companies”)

President of JUKI AMERICA, INC.
Deputy Executive Unit Officer of Sewing Machinery and
Systems Business Unit, (Responsible for North America andLatin America area)

Corporate Officer

Kunio Nukui

Company President of Group Business Company, General
Manager of Development Dept., Group Business Company

Corporate Officer

Kenji Nakao“In charge of Production Center (deputy)” and General Manager
of Monodzukuri Technology Dept.

Corporate Officer

Keiichi Uekusa

Company President of Customer Business Company

Corporate Officer
Masanori Suzuki(“In charge ofGroup Companies”)

President and CEO of JUKI AIZU CORPORATION
Representative Director and Chairman the Boards of
SUZUTAMI PRECISION INDUSTRY CO., LTD.

Corporate Officer

General Manager of Sewing Machinery Development Dept.

Yasuyuki Suzuki

Corporate Officer
Toshiyuki(“In charge of
YamanakaGroup Companies”)

Managing Director of JUKI SINGAPORE PTE. LTD.,(Responsible for Vietnam, Indonesia, Thailand area)
Managing Director of JUKI (THAILAND) CO., LTD.
Managing Director of JUKI MACHINERY VIETNAM CO.,LTD., [Resident in Ho Chi Minh]

Corporate Officer

General Manager of Finance & Accounting Dept.

Daizo Minami

Corporate Officer
Shuichi Nozaki(“In charge ofGroup Companies”)

President of JUKI (VIETNAM) CO., LTD.

Corporate Officer

General Manager of Human Resources & General Affairs Dept.

Akira Tsukano

17

4. Accounting Auditor(1) Accounting Auditor’s Name
Deloitte Touche Tohmatsu LLC(2) Accounting Auditor’s Remuneration, etc.
1) Remuneration to Accounting Auditor as provided in Article 2,paragraph (1) of the Certified Public Accountants Act of Japan

71 million yen

2) Total amount of cash and other property benefits payable by theCompany and its subsidiaries to Accounting Auditor

81 million yen(Notes) 1. The audit contract between the Company and Accounting Auditor does not clearly
distinguish between remuneration, etc. paid for the audit conducted in accordance with theCompanies Act and remuneration, etc. paid for the audit conducted in accordance withFinancial Instruments and Exchange Act. It is practically impossible to make such a
distinction. Accordingly, the amount specified in 1) above is the aggregate amount of
remuneration, etc. for these two types of audits.
2. The Audit & Supervisory Board has checked and reviewed the audit plan, the status of theexecution of duties of the Accounting Auditor and the grounds for calculation of
remuneration estimates. As a result of this review, the Audit & Supervisory Board consents to
the remuneration for the Accounting Auditor in accordance with Article 399, paragraph (1) of
the Companies Act.
3. The Company has paid remuneration to the Accounting Auditor for services other than those
stipulated in Article 2, paragraph (1) of the Certified Public Accountants Act which include
advice and guidance concerning the review of accounting policies for the application of“Accounting Standard for Revenue Recognition,” and that amount is included in the total
amount of remuneration mentioned in 2) above.
4. Among the principal subsidiaries, JUKI SINGAPORE PTE. LTD., JUKI (CHINA) CO.,LTD., JUKI (SHANGHAI) INDUSTRIAL CO., LTD., TOKYO JUKI INTERNATIONAL
TRADING (SHANGHAI) CO., LTD., JUKI CENTRAL EUROPE SP. ZO.O., JUKI(VIETNAM) CO., LTD., and JUKI (LANGFANG) INDUSTRIAL CO., LTD. are audited byaudit corporations other than the Company’s Accounting Auditor.
(3) Policy Regarding Determination of Termination or Nonrenewal of Appointment of Accounting
Auditors
If any of the reasons provided in the Article 340, paragraph (1) of the Companies Act applies to the
Accounting Auditor, the Audit & Supervisory Board shall terminate the appointment of the Accounting
Auditor with the full consensus of the Audit & Supervisory Board Members. In such cases, an Audit &Supervisory Board Member appointed by the Audit & Supervisory Board shall report on the terminationand the reason for it at the first General Meeting of the Shareholders of the Company to be convened
following the termination.
Moreover, the Audit & Supervisory Board shall determine the content of proposals for submission to
the General Meeting of Shareholders of the Company relating to the termination or nonrenewal of
Accounting Auditors if it judges that it is difficult for the Accounting Auditor to carry out its duties
appropriately.

18

5. Systems to ensure that business is conducted properly
Details of the systems for ensuring appropriate business operations resolved on February 12, 2021 andconfirmed on February 9, 2022 by the Board of Directors of the Company, are as follows.
(1) System to ensure that Directors execute their duties in compliance with relevant laws andregulations and the Articles of Incorporation of the Company
1) The Company shall establish the “JUKI Code of Conduct”, which shall provide the principles of the
JUKI corporate philosophy as a legal entity, in order to make clear its positive attitude towards legal
compliance.
2) The Company shall establish the “JUKI Group Employees’ Code of Conduct”, a set of specificguidelines for the execution of duties, in order to make officers and employees proactively
acknowledge the importance of compliance with laws and regulations.
3) The system for compliance and compliance management of the whole business group consisting of
the Company and its subsidiaries (hereinafter “group companies”) shall be provided in the“Compliance Rules”.
4) The Company shall take a resolute attitude toward any antisocial individuals and organizations thatadversely influence social order and sound corporate activities.
(2) System to store and control information related to Directors’ execution of duties
1) The Company shall establish the “Rules for Retaining Important Documents” and shall retain andcontrol information related to the execution of duties by Directors in accordance with the said Rules.
(3) Rules and other systems for managing risk of loss of the Company and group companies
1) The Company shall establish the “Risk Management Rules” to manage risks of the Company and allgroup companies.
2) The Company shall establish the “Risk Management Committee” to examine significant risks theCompany faces and prepare preventive measures against such risks, and shall manage each division’sand each department’s preventive measures activities against risks.
3) The “Crisis Control Headquarters” or the “Crisis-Management Task Force” shall take prompt actions
against any materialized risks depending on the scale of the risks.
(4) System to ensure that Directors, etc. of the Company and group companies execute their duties
efficiently
1) The Company is striving to facilitate the prompt execution of duties by Directors by adopting aManaging Officer and Corporate Officer system (Corporate officers are Managing Officers who are
not Directors) under which the Managing Officers and Corporate Officers may be given some of theauthority required for executing Directors’ duties.
2) Employees may be given some of the authority required for executing Directors’ duties in accordancewith the “Board of Directors Rules” and “Authorization Rules”, for the purpose of efficient decision
making.
3) Important decision-making matters shall be discussed at the “Management Strategy Committee” andshall be decided by the President after such discussion.
4) Rules for executing Directors’ duties shall be provided in the “Organization Rules”, and Directors
shall make efforts to efficiently execute their duties in accordance with the said Rules.

19(5) System to ensure that employees of the Company, and Directors, etc. and employees of groupcompanies execute their duties in compliance with relevant laws and regulations and the Articles
of Incorporation of the Company
1) The Company shall establish the “JUKI Code of Conduct”, which shall provide the principles of the
JUKI corporate philosophy as a legal entity, in order to make clear its positive attitude towards legal
compliance.
2) The Company shall establish the “JUKI Group Employees’ Code of Conduct”, a set of specificguidelines for the execution of duties, in order to make employees proactively acknowledge theimportance of compliance with laws and regulations.
3) The department in charge of handling legal affairs shall conduct activities to spread complianceeducation and compliance management for enhanced legal compliance.
4) The position of Corporate Officer in charge of Internal Control & Compliance shall be established,
and this Officer shall be responsible for legal compliance and shall bear the duties of supervision of
relevant organizations and their activities.
5) The system for compliance and compliance management of the Company and all group companies
shall be provided in the “Compliance Rules”.
6) The Company shall establish a “Compliance Helpline” available for direct access by employees, forthe purpose of making such Helpline available to respond to questions related to compliance raised by
employees.
(6) System to report to the Company of matters related to the execution of duties of Directors, etc. ofgroup companies
1) The group companies shall report the management policies and management plans to the Company atthe “Group Management Conference” and check and adjust them.
2) The group companies shall report to the Company regularly and as required, in accordance with the“Group companies management rules”.
3) The Directors, etc. of the group companies shall promptly report to the Corporate Officer in charge ofInternal Control & Compliance of the Company on any event likely to cause significant damage totheir group companies, any sign of fraudulence in the Directors’ execution of duties, any serious
event in violation of laws and regulations or the Articles of Incorporation, and other events equivalent
thereto.
(7) Other systems to ensure the propriety of the business operations of the business group consistingof the Company and group companies
1) The Company shall determine the management control system according to functional organization inits “Organization Rules” and “Group companies management rules”.
2) Decision making on the allocation of management resources in group companies shall be provided in
the “Authorization Rules”.
3) The Internal Auditing Department of the Company shall conduct internal audits, as needed, on groupcompanies.
(8) Employees to be assigned at the request of Audit & Supervisory Board Members for theirassistance1) The “Audit & Supervisory Board Members Section” directly reporting to the Audit & Supervisory
Board Members shall be established as an organization to assist the Audit & Supervisory Board
Members.

20

(9) Independence from Directors of such employees as specified in the preceding item (8) and mattersrelated to ensuring the effectiveness of instructions of Audit & Supervisory Board Members of theCompany to such employees
1) The Audit & Supervisory Board Members may express opinions on the personnel transfer andperformance evaluation of the employees belonging to the “Audit & Supervisory Board Members
Section”.
2) Employees belonging to the “Audit & Supervisory Board Members Section” shall follow thedirections and instructions of the Audit & Supervisory Board Members and collect informationnecessary for the Audit & Supervisory Board Members’ audit promptly.
(10) System for Directors, etc. and employees of the Company and group companies to report to Audit& Supervisory Board Members of the Company
1) Full-time Audit & Supervisory Board Members shall attend the Board of Directors’ meetings,
Management Strategy Committee, Group Management Conference, Risk Management Committee,
and other important meetings, and collect necessary information by themselves.
2) Directors, etc. and employees of the Company and group companies shall promptly report to the
Audit & Supervisory Board Members on any event likely to cause significant damage to theCompany or group companies, any sign of fraudulence in the Directors’ execution of duties, any
serious event in violation of laws and regulations or the Articles of Incorporation, and other events
equivalent thereto.
3) Audit & Supervisory Board Members shall request the relevant departments of the Company andDirectors, etc. and employees of group companies to directly report to them on any information the
Audit & Supervisory Board Members deem to be necessary.
(11) System to ensure that the reporting person of the preceding item (10) does not receive unfavorable
treatment for making such report
1) The Company shall state in the “Compliance Rules” that a person who has made a report to an Audit& Supervisory Board Member shall not receive unfavorable treatment for making such a report, andit shall give the widest possible publicity of this rule to Directors, etc. and employees of the Company
and group companies.
(12) Procedures for prepayment or reimbursement of costs arising from the execution of duties of the
Audit & Supervisory Board Members and policy related to the handling of costs and liabilities
arising from the execution of other duties
1) The Company shall ensure the availability of funds to meet costs, etc. arising from the execution ofduties of Audit & Supervisory Board Members by including a planned budget for Audit &Supervisory Board Members in annual budgeting.
2) The Company shall respond appropriately in the event of the expectation of the occurrence of costs
judged by the Audit & Supervisory Board Member as necessary to ensure the effectiveness of audits,regardless of whether it was included in the budgeting of the previous sub-item.
(13) Other systems to ensure that the Audit & Supervisory Board Members conduct audits effectively
1) In addition to expressing their opinions at the Board of Directors’ meetings, the Audit & Supervisory
Board Members shall exchange opinions with Representative Directors as needed in order to enhancethe effectiveness of the Audit & Supervisory Board Members’ audits.
2) Audit & Supervisory Board Members shall conduct the Audit & Supervisory Board Members’ audit
in cooperation with the Group Internal Auditing Department, as needed.
3) Audit & Supervisory Board Members shall conduct the Audit & Supervisory Board Members’ audit
in cooperation with corporate attorneys and certified public accountants, as needed.

21

(14) System to ensure the reliability of financial reporting1) The Company shall develop and manage systems for effective internal control over financial
reporting, in order to ensure reliable financial reporting.

226. Overview of operation status of system to ensure that business is conducted properly
An overview of the operation status of the system to ensure that business is conducted properly in FY
2021 is as follows.
(1) Compliance system
 In accordance with the “Compliance Rules”, the Company and its group companies have been
rigorously applying the system to ensure compliance.
 The “JUKI Group Employees’ Code of Conduct” has been enacted, the contents of which is madesimple and universal so that the group employees can easily understand, and has been distributed toensure that each group employee has a thorough understanding of compliance.
 The Company has made a “Declaration with Regard to Antisocial Forces”, which is reflected inclauses of contracts.
(2) Risk management system
 In accordance with the “Risk Management Rules”, the Company held the Risk Management
Committee meetings once every quarter in principle to identify, evaluate and take measures to risks
including those at group companies.
 The Company improved the system by establishing the “Crisis Control Headquarters” and the“Crisis-Management Task Force” to address risks depending on the regions, scale, and content of theemerged risks, and carry out deliberation and reports to the Board of Directors.
(3) System for Directors to execute their duties
 Under the “Board of Directors Rules”, “Director and Managing Officer Rules”, “Corporate Officer
Rules”, “Authorization Rules”, and “Organization Rules”, the Company strives to ensure that duties
are executed promptly and efficiently by Directors.
 The Management Strategy Committee is held twice a month in principle, and decisions on importantmatters are made promptly.
(4) System for management of group companies
 The Company has determined the reporting system, and the management control system byfunctional organization in its “Organization Rules” and “Group Companies Management Rules”. The
Group Management Conference was held once every half-year to report on management policies andmanagement plans of group companies, and to check and adjust their implementation.
(5) Internal audits
 Internal audits of the Company and its group companies were conducted in accordance with aninternal audit plan.
 Self-assessments centered on key matters and individual topics were carried out, targeting groupcompanies and sites, and guidance for improvement was given based on the outcomes of these selfassessments.
(6) System relating to activities of the Audit & Supervisory Board Members
 The “Audit & Supervisory Board Members Section” has been established as an organization to assist
the Audit & Supervisory Board Members, and has been collecting necessary information.
 The Audit & Supervisory Board Members have been exchanging opinions with Representative
Director once every three months.
 The Audit & Supervisory Board Members have been regularly exchanging information with certified
public accountants regarding accounting audits, to ensure the effectiveness of the audits.

23

Consolidated Financial Statements(January 1, 2021 - December 31, 2021)
Consolidated Balance Sheet(As of December 31, 2021)
Description

AmountDescription(Assets)(Liabilities)
Current assets
Current liabilities
94,806
Cash and deposits
Notes and accounts payable 6,594
tradeNotes and accounts receivable trade
Electronically recorded
34,09934,140
Merchandise and finished goods
obligations - operating
4,939
Work in process
Short-term borrowings
12,009Raw materials and supplies
Lease obligations
3,341
Other
Accounts payable - other(319)
Allowance for doubtful accounts
Accrued expenses
Income taxes payableNon-current assets
34,308Provision for bonuses
Property, plant and equipment
22,770Notes payable - facilities
Buildings and structures, net
10,726
Machinery, equipment and
Forward exchange contracts
vehicles, net
Other
3,265
Tools, furniture and fixtures, net
951
Non-current liabilities
Land
Long-term borrowings
6,322
Leased assets, net
Lease obligations
268
Construction in progress
Provision for retirement benefits
176
for directors (and other
Other
1,060
officers)
Intangible assets
1,889
Retirement benefit liability
Investments and other assets
9,649
Investment securities
Other
3,831
Long-term loans receivable
119
Total liabilities
Long-term prepaid expenses
224(Net assets)
Deferred tax assets
2,976
Shareholders’ equity
Retirement benefit asset
Share capital
1,542
Other
Capital surplus
2,268(1,312)
Allowance for doubtful accounts
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Foreign currency translation
adjustment
Remeasurements of defined
benefit plans
Non-controlling interests
Total net assets
Total assets
129,114
Total liabilities and net assets(Note)
Figures less than one million yen are rounded down to the nearest million.

24(million yen)Amount67,12013,917
5,913
38,287
84
1,103
4,154
806
34
68
798
1,950
26,322
19,386
188
36
5,273
1,436
93,442
36,07018,044
1,990
16,642
(607)
(824)
496
(1,484)163
426
35,672
129,114

Consolidated Statement of Income(January 1, 2021 - December 31, 2021)(million yen)
Description

AmountNet sales

101,292

Cost of sales

73,28128,011Gross profit

24,143

Selling, general and administrative expenses

3,868

Operating profit
Non-operating income
Interest income

55

Dividend income

134

Commission income

195

Reversal of allowance for loan losses

64

Subsidy income

226

Income from recycling

117

Other

324

1,117

Non-operating expenses
Interest expenses
Share of loss of entities accounted for using equity
method655

Foreign exchange losses

765

Other

122

3

Ordinary income

1,546
3,439

Extraordinary income
Gain on sales of non-current assets

18

18

Extraordinary losses
Loss on sales and retirement of non-current assets

29

Loss on COVID-19

82

Profit before income taxes

112
3,345

Income taxes – current

1,362

Income taxes – deferred

(264)

1,098
2,247

Profit92

Profit attributable to non-controlling interests
Profit attributable to owners of parent(Note)
Figures less than one million yen are rounded down to the nearest million.

25

2,154

Consolidated Statement of Changes in Equity(January 1, 2021 - December 31, 2021)(million yen)
Shareholders’ equity

Balance at beginning of
periodChanges of items during
periodDividends of surplus
Profit attributable toowners of parent
Purchase of treasury
sharesNet changes in items
other than shareholders’equityTotal changes during period
Balance at end of period

Share capital

Capital surplus

18,044

1,990

Retainedearnings

Treasury shares

Total
shareholders’equity(607)

34,501

15,073

(585)

(585)

2,154

2,154
(0)

(0)

–

–

1,568

(0)

1,568

18,044

1,990

16,642(607)

36,070(million yen)

Accumulated other comprehensive income

Balance at beginning of
periodChanges of items during
periodDividends of surplus
Profit attributable toowners of parent
Purchase of treasury
sharesNet changes in items
other than shareholders’equityTotal changes during period

Total
NonRemeasureaccumulated
controllingments ofother
defined benefit
interests
comprehensive
plansincomeValuationdifference on
available-forsale securities

Foreigncurrencytranslation
adjustment

478(4,063)116(3,468)335

Total net
assets31,368

(585)
2,154
(0)
17

2,579

47

2,644

91

2,735

17

2,579

47

2,644

91

4,303

426

35,672

Balance at end of period
496(1,484)163(824)(Note)
Figures less than one million yen are rounded down to the nearest million.

26

Non-consolidated Financial Statements(January 1, 2021 - December 31, 2021)
Non-consolidated Balance Sheet(As of December 31, 2021)(million yen)
Description(Assets)
Current assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Accrued income
Short-term loans receivable
Accounts receivable - other
Other
Non-current assets
Property, plant and equipment
Buildings, net
Structures, net
Machinery and equipment, net
Vehicles, net
Tools, furniture and fixtures, net
Land
Leased assets, net
Construction in progress
Intangible assets
Patent right
SoftwareLeased assets, net
Other
Investments and other assets
Investment securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries
and associates
Investments in capital
Long-term accounts receivable fromsubsidiaries and associates - otherDistressed receivables
Long-term prepaid expenses
Deferred tax assets
Other
Allowance for doubtful accounts

AmountDescription(Liabilities)
Current liabilities
49,072812
Notes payable - trade
Electronically recorded402
obligations - operating
21,093
2,644
Accounts payable - trade
1,734
Short-term borrowings
96
Short-term borrowings
from subsidiaries and654
associates
9,040
10,379Lease obligations
2,215
Accounts payable - otherAccrued expenses
47,692
Income taxes payable
12,176
7,221
Deposits received
Electronically recorded87
obligations - facilities
263
Forward exchange0
contracts
156
4,226
Other
148
Non-current liabilities
72
Long-term borrowings
Lease obligations
1,347
387
Provision for retirement
benefits
945
0
Other
14
Total liabilities(Net assets)
34,1682,253
Shareholders’ equity
20,968
Share capital
Capital surplus
Legal capital surplus
8,416
Retained earnings
352
Legal retained earnings
Other retained earnings
2,606
18
Retained earnings
brought forward
10
Treasury shares
1,113
356
Valuation and translation(1,928)adjustments
Valuation difference on
available-for-salesecurities
Total net assets
Total liabilities and net
Total assets
96,765assets(Note)
Figures less than one million yen are rounded down to the nearest million.

27

Amount51,050
519
1,116
7,599
23,0401,973
41
13,807
1,746
109
137
17
798
142
17,705
14,613107
2,969
15
68,75527,511
18,044
2,094
2,094
7,980
622
7,358
7,358
(607)
497
497
28,00996,765

Non-consolidated Statement of Income(January 1, 2021 - December 31, 2021)(million yen)
Description

AmountNet sales

49,474

Cost of sales

43,762
5,711

Gross profit

7,698

Selling, general and administrative expenses

1,986

Operating loss
Non-operating income
Interest and dividend income

1,637

Commission income

1,523
476

Other

3,637

Non-operating expenses
Interest expenses

366

Foreign exchange losses

542
4

Other

913
738

Ordinary income
Extraordinary losses

20

Loss on sales and retirement of non-current assets

20
717

Profit before income taxes
Income taxes - current

261

Income taxes - deferred

9Profit(Note)
Figures less than one million yen are rounded down to the nearest million.

28

270
446

Non-consolidated Statement of Changes in Equity(January 1, 2021 - December 31, 2021)

SharecapitalBalance at beginning of
periodChanges of items during
periodProvision of legal
retained earnings
Dividends of surplus
ProfitPurchase of treasury
sharesNet changes in items
other than shareholders’equityTotal changes during period
Balance at end of period

18,044(million yen)
Shareholders’ equity
Capital surplus
Retained earnings
Otherretainedearnings
Total
Legal
Legal capital Total capitalretainedretained
Retained
surplussurpluses
earnings
earnings
earnings
brought
forward
2,094

2,094

563

7,556

8,120

58

(58)

–

(585)
446

(585)
446
–

–
18,044–
2,094

Shareholders’ equity
Total
Treasury shares shareholders’equity

–
2,094

58
622

(139)
7,980

(million yen)
Valuation and translation
adjustments
Valuation
Total valuation Total net assets
difference onand translation
available-foradjustments
sale securities

Balance at beginning of(607)
27,651483
periodChanges of items during
periodProvision of legal–
retained earnings
Dividends of surplus(585)
Profit446
Purchase of treasury(0)(0)
sharesNet changes in items
other than shareholders’13equityTotal changes during period
(0)
(139)
13
Balance at end of period(607)
27,511
497(Note)
Figures less than one million yen are rounded down to the nearest million.

29

(198)
7,358

483

28,135

–
(585)
446
(0)
13

13

13
497

(126)
28,009(English Translation)
Certified copy of Accounting Auditor’s audit report on the Consolidated Financial Statements
Independent Auditor’s ReportFebruary 9, 2022
To the Board of Directors
JUKI CORPORATION
Deloitte Touche Tohmatsu LLC
Tokyo Office
Kenichiro Okamoto, CPA
Designated Unlimited Liability Partner,
Engagement Partner
Kazutaka Yoshihara, CPA
Designated Unlimited Liability Partner,
Engagement Partner
Audit opinion
Pursuant to Article 444, paragraph (4) of the Companies Act, we have audited the consolidated financial
statements, that is, the consolidated balance sheet, consolidated statement of income, consolidated statementof changes in equity and notes to consolidated financial statements of JUKI CORPORATION (the“Company”) for the fiscal term from January 1, 2021 to December 31, 2021.
In our opinion, the above consolidated financial statements fairly present, in every material aspect, thefinancial position and results of operations of the Group consisting of the Company and its consolidated
subsidiaries for the relevant term of the consolidated financial statements, in accordance with the businessaccounting standards generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Group in accordancewith the provisions of the Code of Professional Ethics in Japan, and we have fulfilled our other ethicalresponsibilities as auditors. We believe that we have obtained sufficient and appropriate audit evidence tosupport our audit opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Boardfor the Consolidated Financial Statements
The responsibility of management is to prepare consolidated financial statements in accordance withbusiness accounting standards generally accepted in Japan and present appropriate accounting information.
This responsibility includes the establishment and operation of internal controls deemed necessary bymanagement for the preparation of consolidated financial statements free of material misstatement due tofraud or error and the presentation of appropriate accounting information.
In preparing the consolidated financial statements, management is responsible for assessing whether it isappropriate to prepare the consolidated financial statements with the assumption of the Group’s ability tocontinue as a going concern, and disclosing, as applicable, matters related to going concern in accordancewith accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing
the Directors’ execution of duties relating to the design, implementation and maintenance of the Group’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our responsibilities are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that includes our opinion on the consolidated financial statements based on our audit froman independent point of view. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:30

・ Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error. Design and perform audit procedures responsive to those risks. The
procedures selected to be applied depend on the auditor’s judgment. In addition, we obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
・ Obtain, when performing risk assessment procedures, an understanding of internal control relevant tothe audit in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of auditing the consolidated financial statements to express an opinion on the effectiveness of
the Group’s internal control.
・ Evaluate the appropriateness of accounting policies used by management and their method of
application, as well as the reasonableness of accounting estimates made by management and related
notes thereto.
・ Conclude on the appropriateness of management’s use of the going concern basis for preparing theconsolidated financial statements and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related notes to the consolidated financial
statements or, if such notes are inadequate, to express a qualified opinion with exceptions on the
consolidated financial statements. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Group to cease tocontinue as a going concern.
・ Evaluate whether the overall presentation of the consolidated financial statements and the notes
thereto are in accordance with accounting principles generally accepted in Japan, as well as theoverall presentation, structure and content of the consolidated financial statements, including thenotes thereto, and whether the consolidated financial statements represent the underlying transactions
and accounting events in a manner that achieves fair presentation.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the Group to
express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of the consolidated financial statements. We remain solely
responsible for our audit opinion.
We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit, and other matters required by auditing
standards.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements in Japan regarding independence, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards in order to eliminate or reduce obstruction factors.
Interests in the Company
Our firm and its engagement partners have no interest in the Group which shall be disclosed pursuant to
the provisions of the Certified Public Accountants Act.
____________________
Notice to Readers:
The original consolidated financial statements, which consist of the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in equity and the notes toconsolidated financial statements, are written in Japanese.

31

(English Translation)
Certified copy of Accounting Auditor’s audit report on the Non-consolidated Financial Statements
Independent Auditor’s ReportFebruary 9, 2022
To the Board of Directors
JUKI CORPORATION
Deloitte Touche Tohmatsu LLC
Tokyo Office
Kenichiro Okamoto, CPA
Designated Unlimited Liability Partner,
Engagement Partner
Kazutaka Yoshihara, CPA
Designated Unlimited Liability Partner,
Engagement Partner
Audit opinion
Pursuant to Article 436, paragraph (2), item (i) of the Companies Act, we have audited the nonconsolidated financial statements, that is, the non-consolidated balance sheet, non-consolidated statement ofincome, non-consolidated statement of changes in equity and notes to non-consolidated financial statements,
and the supplementary schedules (collectively, “non-consolidated financial statements, etc.”) of JUKI
CORPORATION (the “Company”) for the 107th fiscal term from January 1, 2021 to December 31, 2021.
In our opinion, the above non-consolidated financial statements, etc. fairly present, in every material
aspect, the financial position and results of operations of the Company for the relevant term of the nonconsolidated financial statements and the supplementary schedules, in accordance with the businessaccounting standards generally accepted in Japan.
Basis for Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Non-consolidated Financial Statements, Etc. section of our report. We are independent of the Company
in accordance with the provisions of the Code of Professional Ethics in Japan, and we have fulfilled ourother ethical responsibilities as auditors. We believe that we have obtained sufficient and appropriate audit
evidence to support our audit opinion.
Responsibilities of Management, Audit & Supervisory Board Members and the Audit & Supervisory Boardfor the Non-consolidated Financial Statements, Etc.
The responsibility of management is to prepare non-consolidated financial statements, etc. inaccordance with business accounting standards generally accepted in Japan and present appropriate
accounting information. This responsibility includes the establishment and operation of internal controls
deemed necessary by management for the preparation of non-consolidated financial statements, etc. free ofmaterial misstatement due to fraud or error and the presentation of appropriate accounting information.
In preparing the non-consolidated financial statements, etc., management is responsible for assessing
whether it is appropriate to prepare the non-consolidated financial statements, etc. with the assumption of theCompany’s ability to continue as a going concern, and disclosing, as applicable, matters related to going
concern in accordance with accounting principles generally accepted in Japan.
Audit & Supervisory Board Members and the Audit & Supervisory Board are responsible for overseeing
the Directors’ execution of duties relating to the design, implementation and maintenance of the Company’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Non-consolidated Financial Statements, Etc.
Our responsibilities are to obtain reasonable assurance about whether the non-consolidated financial
statements, etc. as a whole are free from material misstatement, whether due to fraud or error, and to issue anauditor’s report that includes our opinion on the non-consolidated financial statements, etc. based on our
audit from an independent point of view. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these non-consolidated financial statements, etc.
In accordance with auditing standards generally accepted in Japan, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:32

・ Identify and assess the risks of material misstatement of the non-consolidated financial statements,
etc., whether due to fraud or error, and design and perform audit procedures responsive to those risks.
The procedures selected to be applied depend on the auditor’s judgment. In addition, we obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
・ Obtain, when performing risk assessment procedures, an understanding of internal control relevant tothe audit in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of auditing the non-consolidated financial statements, etc. to express an opinion on theeffectiveness of the Company’s internal control.
・ Evaluate the appropriateness of accounting policies used by management and their method of
application, as well as the reasonableness of accounting estimates made by management and related
notes thereto.
・ Conclude on the appropriateness of management’s use of the going concern basis for preparing thenon-consolidated financial statements, etc. and, based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related notes to the non-consolidated
financial statements, etc. or, if such notes are inadequate, to express a qualified opinion withexceptions on the non-consolidated financial statements, etc. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
・ Evaluate whether the overall presentation of the non-consolidated financial statements, etc. and thenotes thereto are in accordance with accounting principles generally accepted in Japan, as well as theoverall presentation, structure and content of the non-consolidated financial statements, etc.,
including the notes thereto, and whether the non-consolidated financial statements, etc. represent theunderlying transactions and accounting events in a manner that achieves fair presentation.
We communicate with Audit & Supervisory Board Members and the Audit & Supervisory Board
regarding the planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit, and other matters required by auditing
standards.
We also provide Audit & Supervisory Board Members and the Audit & Supervisory Board with astatement that we have complied with relevant ethical requirements in Japan regarding independence, andcommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards in order to eliminate or reduce obstruction factors.
Interests in the Company
Our firm and its engagement partners have no interest in the Company which shall be disclosed
pursuant to the provisions of the Certified Public Accountants Act.
____________________
Notice to Readers:
The original non-consolidated financial statements, which consist of the non-consolidated balance sheet,the non-consolidated statement of income, the non-consolidated statement of changes in equity and thenotes to non-consolidated financial statements, and the supplementary schedules thereof, are written in
Japanese.

33

(English Translation)
Certified copy of the Audit & Supervisory Board’s audit report
Audit Report
The Audit & Supervisory Board, following review and deliberations on the reports made by each Audit& Supervisory Board Member concerning the execution of duties by Directors for the 107th fiscal term fromJanuary 1, 2021 to December 31, 2021, prepared this Audit Report and hereby submits it as follows:
1. Summary of Auditing Methods by Audit & Supervisory Board Members and the Audit & Supervisory
Board(1) The Audit & Supervisory Board established auditing policies and the division of duties, received reports
regarding the status of audits and the results thereof from each Audit & Supervisory Board Member,received reports regarding the status of the execution of duties from Directors and the Accounting Auditor,
and requested explanation as necessary.
(2) In accordance with the auditing standards for Audit & Supervisory Board Members determined by the
Audit & Supervisory Board, and in compliance with auditing policies and the division of duties, each
Audit & Supervisory Board Member made efforts to collect information and establish auditing
circumstances through communication with Directors, internal audit staff and other employees, andperform the audit in accordance with the following procedures.
1. Each Audit & Supervisory Board Member attended the Board of Directors’ meetings and otherimportant meetings to receive reports regarding execution of duties from Directors and employees,
and requested explanations as necessary. Each Audit & Supervisory Board Member also inspected theapproved documents and examined the status of operations and conditions of assets at the head officeand principal offices. And each Audit & Supervisory Board Member communicated and shared
information with the directors, auditors, etc. of the subsidiaries and received from the subsidiaries
their business reports as necessary.
2. Each Audit & Supervisory Board Member verified the resolutions adopted by the Board of Directors
regarding the establishment of a system for ensuring that the Directors’ duties, as stated in thebusiness report, are executed in conformity of laws and regulations, and the Articles of Incorporationof the Company, and the establishment of a system necessary to ensure proper business operations of
the whole business group consisting of a stock company and its subsidiaries set forth in Article 100,
paragraphs (1) and (3) of the Regulation for Enforcement of the Companies Act. It also regularly
received reports from Directors and employees on the status of the establishment and operation of thesystem (internal control system) established in accordance with such resolutions adopted by the Boardof Directors, and requested explanations as necessary and expressed his/her opinions. With regard to
the internal control over financial reporting, Audit & Supervisory Board Members received reports
from Directors and Deloitte Touche Tohmatsu LLC on the status of discussion between them and theevaluation of such internal control and the status of audit, and requested explanations as necessary.
3.

Audit & Supervisory Board Members monitored and verified that the Accounting Auditor maintains
independence and conduct the audits appropriately. Each Audit & Supervisory Board Member also
received reports on the status of the execution of duties from Accounting Auditor and requested
explanation as necessary. In addition, we were informed of the arrangement of the “System forensuring that the duties are performed appropriately” (matters stipulated in the items of Article 131 of
the Regulation on Accounting of Companies in accordance with “Standards for the Quality Control of
Audits” (Business Accounting Council, October 28, 2005)) from the Accounting Auditor andrequested explanations as necessary.
In accordance with the procedures mentioned above, we reviewed the business reports and supplementaryschedules, the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in equity and notes to non-consolidated
financial statements), the supplementary schedules thereto, and the consolidated financial statements(consolidated balance sheet, consolidated statement of income, consolidated statement of changes inequity and notes to consolidated financial statements) for the fiscal term ended December 31, 2021.

34

2. Results of Audit(1) Results of Audit of Business Report and Other Relevant Documents
1. The business report and supplementary schedules present fairly the financial condition of theCompany in conformity with related laws and regulations and the Articles of Incorporation of theCompany.
2. Regarding the execution of duties by Directors, there were no instances of misconduct or material
matters in violation of laws and regulations, nor of the Articles of Incorporation of the Company.
3. The resolution of the Board of Directors regarding the internal control system is fair and reasonable.
There are no matters requiring additional comment regarding the contents of the business report onsuch internal control and the execution of duties by Directors. With regard to the internal control overfinancial reporting, the Audit & Supervisory Board received reports from Directors and Deloitte
Touche Tohmatsu LLC that there were no material defects as of the date this audit report was
prepared.
(2) Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
The auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, are fairand reasonable.
(3) Results of Audit of Consolidated Financial Statements
The auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, are fairand reasonable.
February 9, 2022
Audit & Supervisory Board, JUKI CORPORATION
Audit & Supervisory Board Member (Full-time) Masahiko Suzuki
Audit & Supervisory Board Member
Masato Tanaka
Audit & Supervisory Board Member
Junko Watanabe(Note) Audit & Supervisory Board Members Masato Tanaka and Junko Watanabe are Outside Audit &Supervisory Board Members who are required to be appointed in accordance with Article 2, item(xvi) and Article 335, paragraph (3) of the Companies Act.

35

Reference Materials for the Ordinary General Meeting of Shareholders
Proposals and Reference Information
First proposal: Appropriation of Surplus
For distribution of profit, we maintain the basic policy of striving to improve the return of profit to ourshareholders based on the stable payment of dividends in comprehensive consideration of factors such as theresults of the current fiscal year and the internal reserve provided for capital expenditures and proactive
development investment in order to build a stable business base for the future.
In accordance with this policy and after taking into consideration the recovery of results, the Company
proposes to pay year-end dividends for the 107th fiscal year as follows.
Year-end dividend(1) Type of dividend assets
Cash(2) Distribution of dividend assets to shareholders and the total amount of dividends
Payment of 25.00 yen per share of common shares
Total amount of dividends: 732,368,650 yen(3) Effective date of distribution of surplus
March 29, 2022

36

Second proposal: Partial Amendment to the Articles of Incorporation
1.

Reason for the proposal

Since the revised provisions stipulated in the proviso to Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into force on September 1, 2022,
the Company proposes to amend the Articles of Incorporation as follows, to prepare for the introduction of
the electronic provision of the materials of the General Meeting of Shareholders.
(1) The proposed amendment of Article 16, paragraph 1 will stipulate that the Company shall take measuresfor providing information that constitutes the content of reference documents for the General Meeting of
Shareholders, etc. in electronic format.
(2) The proposed amendment of Article 16, paragraph 2 will establish a rule to limit the scope of items
stated in the paper-based documents to be delivered to shareholders who requested the delivery of
paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(4) Due to the new establishment and deletion stated above, supplementary provisions for the effective date,etc. shall be established.
2.

Details
Details of the amendments are as follows:(Underlined parts are amended.)
Current Articles of Incorporation

Proposed amendments(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)[Deleted]

Article 16 When the Company convenes a
General Meeting of Shareholders, if it discloses
information that is to be stated or presented in
the reference documents for the General
Meeting of Shareholders, business report, nonconsolidated financial statements andconsolidated financial statements via theInternet in accordance with the provisions
prescribed by the Ministry of Justice Order, it
may be deemed that the Company has provided
this information to shareholders.
[Newly established](Electronic Provision Measures, Etc.)
Article 16
1. When the Company convenes a General
Meeting of Shareholders, the Company shallelectronically provide information that
constitutes the content of reference documents
for the General Meeting of Shareholders, etc.
2. Among items for which the measures forproviding information in electronic format will
be taken, the Company may exclude all or someof those items designated by the Ministry ofJustice Order from statements in the paperbased documents to be delivered to shareholders

37Current Articles of Incorporation

Proposed amendments
who requested the delivery of paper-based
documents by the record date of voting rights.
(Supplementary provisions)[Newly established]

Article 1 The deletion of Article 16 of thecurrent Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) and the new establishmentof amended Article 16 (Electronic Provision
Measures, Etc.) will come into force on theeffective date of the revised provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of2019) (hereinafter the “Effective Date”).
Article 2 Notwithstanding the provisions of thepreceding Article of this Supplementaryprovisions, Article 16 of the current Articles ofIncorporation shall still be effective regarding
any General Meeting of Shareholders held on adate within six months from the Effective Date.
Article 3 Supplementary provisions herein shallbe deleted on a later date of either a day on
which six months elapsed from the Effective
Date or a day on which three months elapsed
from the date of the General Meeting of
Shareholders specified in the preceding Articleof this Supplementary provisions.

38

Third proposal: Election of 5 Directors
The term of office of all (5) Directors will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the election of 5 Directors (including 2 Outside Directors) is proposed.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant
concurrent positions
April 1974

1

Number ofshares of theCompany held

Joined Fuji Bank Limited (currently Mizuho
Bank, Ltd.)
April 2002
Executive Officer and General Manager ofCorporate Planning Dept. of Mizuho Bank,Ltd.
March 2003
Managing Executive Officer, ditto
March 2007
President of Mizuho Capital Co., Ltd.
May 2009
Joined the Company, Advisor
June 2009
Senior Managing Director, CAO, and CCO
July 2009
Senior Managing Director, CFO, CAO, andReelection
CCO
49,029 shares
June
2010
Representative Director and President
Akira Kiyohara
August2013
Representative
DirectorandPresident,
and(November 26, 1951)
President of JUKI AUTOMATIONSYSTEMS CORPORATION
January 2021
Representative Director, Chairman and CEO,and Representative Director and President of
JUKI AUTOMATION SYSTEMSCORPORATIONMarch 2021
Representative Director, Chairman and CEO,and Representative Director, Chairman and
CEO of JUKI AUTOMATION SYSTEMSCORPORATION (Present)[Reasons for nomination as candidate for Director]
Mr. Akira Kiyohara served as President of the Company from 2010, and since January 2021, he has been
serving as Representative Director, Chairman and CEO. He has properly managed the Board of Directors’
meetings as Chairman and has appropriately fulfilled his role in decision-making and supervising. He
possesses an excellent track record in controlling the overall management of the Group through his wealth ofexperience and his knowledge as CEO. The Company determined that he is capable of exercising strong
leadership to drive the Company toward its vision of improved corporate value over the medium to long term
for the entire Group.

39

No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant
concurrent positions
April 1979

2

Number ofshares of theCompany held

Joined Fuji Bank Limited (currently Mizuho
Bank, Ltd.)
August 2004
General Manager of Kamata Branch, Mizuho
Bank, Ltd.
April 2010
Executive Officer and General Manager ofCredit Supervision Division IV, ditto
May 2011
Joined the Company, Senior Executive
Operating Officer
March 2013
Managing Officer “In charge of
Administration Center (Corporate
Administration Dept. and Finance &Accounting Dept.)”
Reelection
March 2014
Managing Officer “In charge of
25,790 shares
Administration Center (Finance & Accounting
Shinsuke Uchinashi
Dept.)” and “In charge of Production Center”(March 26, 1957)
January 2017Managing Officer “In charge of Global
Cooperate Center (Finance & Accounting
Dept.)”, “In charge of Business Operation
Center (Group Business Company)” and “Incharge of Production Center”
March 2017
Director and Managing Officer
March 2018
Director and Senior Managing Officer
March 2020
Representative Director and Senior
Managing Officer
January 2021
Representative Director, President and COO(Present)[Reasons for nomination as candidate for Director]
Mr. Shinsuke Uchinashi has served as Director since 2017. He possesses a wealth of experience andknowledge from taking charge of a wide swath of departments, including Finance & Accounting, Group
Business, and Production Center, and has appropriately fulfilled his duties in both administration and business
management. In 2020, he was appointed to be assistant to the President as a Representative Director, and since
January 2021, he has been serving as Representative Director, President and COO. The Company determinedthat he has been able to enhance the executability of the business plan by strengthening business execution
capabilities as COO.

40

No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant
concurrent positions
April 1978
January 2004

3

Number ofshares of theCompany held

Joined the Company
Executive Operating Officer and Deputy
Division Manager of Electronic Assembly and
Test Systems Div.
March 2005
Executive Operating Officer and Division
Manager of Electronic Assembly and Test
Systems Div.
June 2005
Director and Division Manager of Electronic
Assembly and Test Systems Div.
June 2006
Managing Director and Division Manager ofElectronic Assembly and Test Systems Div.
April 2011
Managing Director, “In charge of Business
Operation Center (Electronic Assembly
Systems Business Unit)”, “In charge of
Quality Assurance Dept.,” and Executive Unit
Officer of Electronic Assembly Systems
Reelection
Business Unit
March 2013
Director and Managing Officer “In charge of
20,963 shares
Hirokazu Nagashima
Business Operation Center (Electronic(February 1, 1958)
Assembly Systems Business Unit)”, andExecutive Unit Officer of Electronic Assembly
Systems Business Unit
August 2013
Director, Senior Managing Director of JUKI
AUTOMATION SYSTEMS CORPORATIONMarch 2014
Director, Director and Senior Managing
Officer of JUKI AUTOMATION SYSTEMSCORPORATIONMarch 2016
Director and Senior Managing Officer of JUKI
AUTOMATION SYSTEMS CORPORATION
April 2019
Director and Executive Vice President of JUKI
AUTOMATION SYSTEMS CORPORATIONMarch 2021
Director and Senior Managing Officer, andRepresentative Director, President and COO of
JUKI AUTOMATION SYSTEMSCORPORATION (Present)[Reasons for nomination as candidate for Director]
Mr. Hirokazu Nagashima was appointed as Director and Senior Managing Officer, and Representative
Director, President and COO of JUKI AUTOMATION SYSTEMS CORPORATION in 2021. He has applied
his wealth of experience and knowledge of marketing and sales in the Electronic Assembly and Test Systems
Division, where he has appropriately fulfilled his duties in charge of the Electronic Assembly and Test
Systems business. The Company determined that he is capable of contributing to expanding the customer baseand business areas through solution sales activities going forward.

41

No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant
concurrent positions
April 1976

4

Number ofshares of theCompany held

Joined Bridgestone Tire Co., Ltd. (currently
Bridgestone Corporation)
November 1998
General Manager of Production System
Development Dept., ditto
Reelection
March 2003
Plant Manager of Kumamoto Plant, ditto
OutsideJanuary 2005
Plant Manager of Yokohama Plant, ditto
Independent
0 shares
July 2005
Manager of Chemical and Industrial Products
Production Div., ditto
Kazumi Nagasaki(May 28, 1951)
July 2008
President of Bridgestone EMK Co., Ltd.
January 2014
Director Senior Advisor, ditto
February 2014
Senior Advisor, ditto
March 2014
Director of the Company (Present)[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Mr. Kazumi Nagasaki has served as Outside Director of the Company since 2014, and his term of office will
have been eight years at the conclusion of this Ordinary General Meeting of Shareholders. He possesses a
wealth of experience and knowledge as a manufacturing manager, as well as considerable insight andsupervisory ability with regard to corporate management. The Company determined that he is an appropriate
person to serve as Outside Director because he can be expected to play a role in providing objective andpertinent advice and making decisions.

42

No.

Name
(Date of birth)

Career summary, positions, responsibilities, and significant
concurrent positions

Number ofshares of theCompany held

April 1979

5

Registered as an attorney (Dai-ichi Tokyo
Bar Association)
December 1989
Representative attorney of Hori & Associates
Law Office (currently Hori & Partners)(Present)
June 1999
Lecturer of Graduate School of International
Reelection
Corporate Strategy, Hitotsubashi University
OutsideApril 2004
Executive and Vice President, National
Independent
0 shares
University Corporation Chiba University(Present)
Yutaka Hori
(October 5, 1949)
April 2010
Commissioner of Public Interest Corporation
Commission (PICC) of the Cabinet Office
March 2016
Director of the Company (Present)
June 2016
Outside Director of FIDEA Holdings Co.
Ltd. (Present)
August 2017
Outside Director of Pasona Group Inc.
[Reasons for nomination as candidate for Outside Director and outline of expected roles]
Mr. Yutaka Hori has served as Outside Director of the Company since 2016, and his term of office will havebeen six years at the conclusion of this Ordinary General Meeting of Shareholders. The Company determinedthat he is an appropriate person to serve as Outside Director because he can be expected to play a role inappropriately providing pertinent advice and making decisions on matters such as compliance based on thelegal expertise he has built up as an attorney over many years and his experience serving as director for othercompanies in the business world.

(Notes) 1. None of the above candidates for Directors have any special interest with the Company.
2. Mr. Kazumi Nagasaki and Mr. Yutaka Hori are candidates for Outside Directors and are independent officers
as specified by the Tokyo Stock Exchange.
3. The Company has concluded a “Contract for Limitation of Liability” with Mr. Kazumi Nagasaki, and Mr.
Yutaka Hori for the purpose of limiting their liability, as provided for in Article 423, paragraph (1) of theCompanies Act, in accordance with Article 31 of the Company’s Articles of Incorporation. The maximum
amount of liability under said contracts is the amount provided for in the applicable laws and regulations. Ifthey are reelected, the Company plans to renew the aforementioned contracts.
4. The Company has entered into a directors and officers liability insurance policy with an insurance agency.
This insurance policy covers damages arising from liability borne by the insured persons in the course of
execution of their duties as an officer, etc. or claims pertaining to the pursuit of such liability.
The insurance policy was renewed as of February 27, 2022, with the details unchanged, and at the expiry of
one year, the Company plans to once again renew this insurance policy with the details unchanged.

43

(Reference)
The composition of officers and skill matrix if the third proposal is approved
If the third proposal is approved, the structure of the Board of Directors and the specialties of each officer
will be as follows:[Structure of the Board of Directors] Skill matrix of the Company’s Directors

Name

Independent
OutsideDirector

Corporate
Financemanage/Accounting
ment

Legal
/Compliance

Global○Akira Kiyohara

○

○

○

Shinsuke
Uchinashi○○○

Hirokazu
Nagashima○

Kazumi
Nagasaki○○

Yutaka Hori○○

Manufacturing/Quality
Sales
control/Marketing /Researchanddevelopment

○
○

○
○

○

○

○

○

○

○
○

○

Environment/Society

Human
resources
and labor
relations/Humanresource
development

○
○

○

○

○

(Note) The above list does not show all knowledge and experience of each candidate for Director, but indicates skills
that are considered significant.

44

Fourth proposal: Election of 2 Substitute Audit & Supervisory Board Members
The resolution by the General Meeting of Shareholders on the election of substitute Audit & Supervisory
Board Members, Mr. Hiroshi Nakamura and Ms. Hiroko Nihei, shall remain in effect until the start of thisOrdinary General Meeting of Shareholders. Accordingly, in order to prepare for a case in which the numberof Audit & Supervisory Board Members falls short of the number stipulated by laws and regulations, theelection of 2 substitute Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board consented to the proposal of this resolution.
The candidates for substitute Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions
April 1977

1

Number ofshares of theCompany held

Joined Fuji Bank Limited (currently Mizuho
Bank, Ltd.)
October 1995
General Manager of Shibakoen Branch, ditto
January 2005
Joined the Company
April 2005
Division Manager of Household Sewing
Machinery Div.
June 2009
General Manager of Finance Dept.
July 2010
Corporate Officer and Director and General
Manager of JUKI (CHINA) CO., LTD.
March 2014
Managing Officer and Chairman and General
Manager of JUKI (CHINA) CO., LTD.
March 2016
Managing Officer “In charge of Global
Hirofumi Gotoh
20,212 shares
Cooperate Center (Corporate Planning Dept.,(January 9, 1955)
Human Resources Dept., Business
Renovation and Electronic Assembly Systems
BPR),” “In charge of Secretariat,” “In chargeof Internal Auditing Dept.” and “In charge ofInternal Control and Compliance”
March 2017
Full-time Audit & Supervisory Board
MemberMarch 2019
Managing Officer and Chairman and General
Manager of Head Office of JUKI (CHINA)
CO., LTD.
January 2022
Retired[Reasons for nomination as candidate for substitute Audit & Supervisory Board Member]
Mr. Hirofumi Gotoh assumed office as Full-time Audit & Supervisory Board Member in 2017. The
Company determined that Mr. Hirofumi Gotoh is an appropriate person because he can be expected to provide
pertinent advice and audits on the Company’s overall management based on his wealth of experience being incharge of departments such as Finance, Corporate Planning, Internal Auditing, and Internal Control, andCompliance.

45

No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

April 1999

2

Joined Fuji Bank Limited (currently Mizuho
Bank, Ltd.)March 2008
Resigned from Mizuho Bank, Ltd.
September 2009
Completed the Legal Training and ResearchInstitute of the Supreme Court of Japan, andregistered as an attorney (Dai-ichi Tokyo Bar
Association)
October 2009
Joined O’Melveny & Myers LLP, Associate
September 2014
Received Magister Juris (MJur) from
Hiroko Nihei
University of Oxford
0 shares(August 23, 1976)
January 2016
Counsel of O’Melveny & Myers LLP(Present)
March 2019
Received Master of Laws in Studies of Legal
Frontiers from Waseda University, Graduate
School of Law, LL.M. in Intellectual Property
Law
June 2019
Outside Auditor of SEED Co., Ltd. (Present)
January 2020
Supervisory Director of Invesco Office JREIT, Inc. (Present)[Reasons for nomination as candidate for substitute Audit & Supervisory Board Member]
The Company determined that Ms. Hiroko Nihei is an appropriate person as substitute Outside Audit &Supervisory Board Member, because the Company can expect her to be capable of appropriately providing
advice and conducting audits on matters such as compliance based on her vast experience in legal matterssuch as international commerce, etc. and the legal expertise she has built up as an attorney in addition to theperspective of promotion of diversity.

(Notes) 1. None of the above candidates for substitute Audit & Supervisory Board Members have any special interest
with the Company.
2. Mr. Hirofumi Gotoh is a substitute for Audit & Supervisory Board Member other than Outside Audit &Supervisory Board Member, and Ms. Hiroko Nihei is a substitute for Outside Audit & Supervisory Board
Member.
3. Ms. Hiroko Nihei satisfies the requirements for an independent officer specified by the Tokyo Stock
Exchange. Upon the approval of the election of Ms. Hiroko Nihei in this proposed resolution and herassuming office as Audit & Supervisory Board Member, the Company plans to submit notification to theaforementioned exchange concerning her appointment as an independent officer.
4. Upon the approval of the election of Ms. Hiroko Nihei in this proposed resolution and her assuming officeas Outside Audit & Supervisory Board Member, the Company will conclude a “Contract for Limitation of
Liability” with her for the purpose of limiting her liability, as provided for in Article 423, paragraph (1) of
the Companies Act, in accordance with Article 43 of the Company’s Articles of Incorporation. The
maximum amount of liability under said contract is the amount provided for in the applicable laws andregulations.
5. The Company has entered into a directors and officers liability insurance policy with an insurance agency inwhich the Audit & Supervisory Board Members are listed as the insured persons. If the substitute for
Outside Audit & Supervisory Board Member should be appointed as Audit & Supervisory Board Member,this insurance policy covers damages arising from liability borne by the insured persons in the course of
execution of their duties as an officer, etc. or claims pertaining to the pursuit of such liability.
6. The Company may cancel the election of substitute Audit & Supervisory Board Members before they
assume office as Audit & Supervisory Board Members.
The cancellation shall be resolved by a majority of the Board of Directors and shall require the consent of
the Audit & Supervisory Board.

46

Fifth proposal: Determination of remuneration to grant restricted stocks to Directors (excluding
Outside Directors)
The Company proposes to provide remuneration to grant restricted stocks to the Company’s Directors(excluding Outside Directors; hereinafter the “Eligible Directors”) to provide incentives for achieving
enhancement in the Company’s corporate value and promoting the sharing of values with shareholders.
The 92nd Ordinary General Meeting of Shareholders has approved to set the amount of remuneration,etc., of the Company’s Directors at 480 million yen or less per year (excluding employee salary for an
employee concurrently assuming a position as a Director).
Based on this proposal, the remuneration provided to grant restricted stocks to the Eligible Directors is amonetary claim, with the total amount within the limit of the remuneration stated above and 50 million yen
or less per year (excluding employee salary for an employee concurrently assuming a position as a Director.)
The specific timing of the provision and allocation to each Eligible Director shall be determined by the
Board of Directors. However, Outside Directors will not be provided with remuneration to grant restricted
stocks.
The number of current Directors is 5 (including 2 Outside Directors); however, if the third proposal,“Election of 5 Directors,” is approved as originally proposed, the number of Directors will be 5 (including 2
Outside Directors).
1.

Total number, allocation, and payment of restricted stocks
Based on the resolution of the Board of Directors of the Company, the Eligible Directors shall pay all of
the monetary claims provided in accordance with this proposal as properties contributed in-kind for theissuance or disposal of the common stocks of the Company. The total number of the common stocks of theCompany issued or disposed of as a result shall be 100,000 shares per year. However, in a case where a stock
split (including allotment of the common stocks of the Company without contribution) or a reverse stock
split for the common stocks of the Company is executed on or after the date on which this proposal isapproved when any event that requires the adjustment of the number of the total common stocks of theCompany to be issued or disposed of as restricted stocks arises, the total number thereof may be adjusted
within a reasonable range.
The Board of Directors determines the amount to be paid per share based on the closing price of theCompany’s common stock on the Tokyo Stock Exchange that is as of the business day immediately
preceding the day on which the resolution of the Board of Directors is passed (or the closing price on themost recent trading day preceding the date of the resolution when no transaction was carried out on the saidday). In addition, the issuance or disposal of the Company’s common stocks or the payment of monetaryclaims as properties contributed in-kind as a result is conditional upon the conclusion of a restricted stock
allotment agreement that includes the following details (hereinafter, the “Allotment Agreement”) between
the Company and the Eligible Directors.
Furthermore, the maximum amount of the remuneration stipulated in this proposal, the total number of thecommon shares of the Company to be issued or disposed of, and other conditions for granting restricted
stocks to the Eligible Directors based on this proposal were determined in consideration of the purpose
above, the Company’s business conditions, the policy for determining the details of individual remuneration
for Directors (please refer to page 13 to 14 of the 107th Business Report for the details of the policy) andvarious other circumstances, and the Company believes that they are appropriate.
2.

Outline of the details of the Allotment Agreement(1) Transfer restriction period
The Eligible Directors may not transfer, set security right for or otherwise dispose of the granted
common stocks of the Company (hereinafter the “Allotted Stocks”) during the period from the date ofallotment based on the Allotment Agreement until immediately after their resignation from the positionof officer or employee of the Company or its subsidiaries that is predetermined by the Board of
Directors of the Company (hereinafter the “Transfer Restriction Period”) (hereinafter the “Transfer
Restriction”).
(2) Handling at the time of resignation
When the Eligible Directors resign from the position of officer or employee of the Company or its
subsidiaries predetermined by the Board of Directors of the Company before the expiry of the term ofoffice that is predefined by the Board of Directors of the Company (hereinafter the “Service Rendering
Period”), the Company shall rightfully acquire the Allotted Stocks without contribution at theirresignation unless there are justifiable reasons such as the expiration of their term of office or death.

47

(3) Removal of the Transfer Restriction
On condition that the Eligible Directors were successively serving as the position of officer or employeeof the Company or its subsidiaries that is predetermined by the Board of Directors of the Company, theCompany will lift the Transfer Restriction when the Transfer Restriction Period has expired for all of the
Allotted Stocks. However, when the Eligible Directors resign from the position of officer or employeeof the Company or its subsidiaries that is predetermined by the Board of Directors of the Company prior
to the expiration of the Service Rendering Period with justifiable reasons, the Company shall reasonably
adjust the number of the allotted stocks for which Restrictions on Transfer will be lifted and the timing
to lift the Transfer Restriction as required. As specified above, immediately after the lifting of theTransfer Restriction, the Company shall obtain the Allotted Stocks for which the Transfer Restriction
has not been lifted without contribution as of right.
(4) Handling under restructuring, etc.
Notwithstanding the provisions of (1) above, when the General Meeting of Shareholders of theCompany (the Board of Directors of the Company if the approval by the General Meeting of
Shareholders of the Company is not required for the restructuring, etc.) approves a merger agreement
whereby the Company becomes a non-surviving company, a share exchange agreement or a sharetransfer plan whereby the Company becomes a wholly owned subsidiary, or other matters related to thereorganization of the Company during the Transfer Restriction Period, in accordance with the resolutionof the Board of Directors of the Company, the Company shall list the Transfer Restriction prior to theeffective date of such reorganization, etc. for the number of the Allotted Stocks reasonably determinedbased on the period from the start date of the Transfer Restriction Period though the date of approving
such restructuring, etc. As specified above, immediately after the lifting of the Transfer Restriction, theCompany shall obtain the Allotted Stocks for which the Transfer Restriction has not been lifted without
contribution as of right.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Board of Directors of theCompany.
(Reference)
The Company plans to allot restricted stocks similar to the above-mentioned restricted stocks to theManaging Directors and Corporate Officers of the Company and some subsidiaries of the Company after theconclusion of the General Meeting of Shareholders.

48