Securities code: 6316
November 30, 2023

To shareholders

4-15 Uchikanda 3-chome, Chiyoda-ku, Tokyo

Maruyama Mfg. Co., Inc.
Representative Director
and President

Takaharu Uchiyama

Notice of the 88th Annual General Meeting of Shareholders
We would like to express our heartfelt thanks to you for your exceptional support.
The 88th annual general meeting of shareholders of our company is scheduled to be held as described below.
In convening this general meeting of shareholders, we have taken measures for electronic provision with respect to theinformation contained in the reference material for the general meeting of shareholders (matters provided in electronic format)
and have posted such information on the following websites on the Internet. Please check the information by accessing any of
the websites.
[Company website]
https://www.maruyama.co.jp/ir/(Please access the above website and select "Shareholders and Stock Information" and "General Meeting of Shareholders" fromthe menu.)[Website posting materials for the general meeting of shareholders]
https://d.sokai.jp/6316/teiji/[Tokyo Stock Exchange website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Please access the TSE website above, enter “Maruyama Mfg.” in the “Issue name (company name)” field or our securities code
“6316” in the “Code” field and search. Select “Basic information” then “Documents for public inspection/PR information.”
Click “Notice of General Shareholders Meeting/Information Materials for a General Shareholders Meeting” for information
available.)
Instead of attending the meeting, you can exercise your voting rights in writing (send by post) or via the Internet. We aresorry for bothering you, but please read the reference material for the general meeting of shareholders, and exercise your voting
rights by 5:40 pm on Wednesday, December 20, 2023 (Japan time).
Sincerely-1-❶Date and time

❷

Place

Thursday, December 21, 2023, 10:00 am (Japan time) Reception will start at
9:00 a.m. (Japan time)
7 Kandamitoshiro-cho, Chiyoda-ku, Tokyo

Bellesalle Kanda on the 2nd floor of Sumitomo Fudosan Kanda Bldg.
(Please see “Map of the venue of the general meeting of shareholders” on the back cover.)❸Items to be discussed

Items to be reported

Business report, consolidated financial statements, non-consolidated financial
statements and results of audit of consolidated financial statements byaccounting auditor and the audit and supervisory committee for the 88th term
(Oct. 1, 2022 to Sep. 30, 2023)

Items to be resolved

Proposal 1: Appointment of five (5) directors, excluding directors who are audit
and supervisory committee members
Proposal 2: Appointment of three (3) directors who are audit and supervisorycommittee members
Proposal 3: Appointment of one (1) substitute director who is an audit andsupervisory committee member

When attending the meeting on that day, please submit your voting form to the reception staff.
In accordance with the revision to the Companies Act, in principle, you are requested to check the information regarding the measures for electronic provisionby accessing the websites provided in the previous page, and the company will deliver paper-based documents only to shareholders who request the deliveryof paper-based documents by the record date. However, for this general meeting of shareholders, we will deliver paper-based documents that contain mattersprovided in electronic format to all shareholders, regardless of whether the request for paper-based documents has been made.
Among the matters provided in electronic format, the following items are not included in the paper-based documents to be delivered in accordance with laws
and regulations and Article 15 of the Articles of Incorporation of our company.
(1)“Consolidated statements of changes in net assets” and “Notes to consolidated financial statements”(2)“Non-consolidated statements of changes in net assets” and “Notes to non-consolidated financial statements”
Therefore, the consolidated financial statements and non-consolidated financial statements contained in the documents are part of the documents audited by
the accounting auditor and the audit and supervisory committee for producing audit reports.
● If there is any revision to the matters provided in electronic format, we will post the revision, including the matters before and after the revision, on each of thewebsites for which we have taken measures for electronic provision as indicated on the previous page.
●
●

-2-

Proposal 1:

Appointment of five (5) directors, excluding directors who areaudit and supervisory committee members

At the end of this general meeting, the terms of all of five (5) directors, excluding directors who are audit andsupervisory committee members, will expire and they will retire. Accordingly, we would like you to appoint five(5) directors, excluding directors who are audit and supervisory committee members.
Regarding this proposal, the audit and supervisory committee of our company has judged that all candidates are
eligible.
The candidates for directors, excluding directors who are audit and supervisory committee members, are as follows.
Candidate
No.

Name

1

Masanobu Ogashira

Representative Director and Chairman

Reappointment

2

Takaharu Uchiyama

Representative Director and President

Reappointment

3

Takahiro Ishimura

4

Kosuke Ohira

5

Makoto Takatori

Current post and section in our company

Managing Director
Head of Marketing Dept. and Head of Domestic
Marketing Dept.
Managing Director
General Manager of Production Division and Manager
of Chiba Factory
Director
General Manager of Administration Division-3-

Reappointment

Reappointment

Reappointment

Candidate No.

1

Masanobu Ogashira●

Reappointment●(Born on May 10, 1952)

No. of shares of ourcompany he holds:

22,771

Biography: His posts and sections in our company
April 1976:
Joined our company
December 1997: Director and President of Maruyama U.S., Inc.
October 2001:
Assistant to the President and Chief of Group Management Division of
our company
December 2001: Director of our company
July 2002:
General Manager of Management Planning Department of ourcompany
December 2003: Managing Director of our company
October 2004:
General Manager of Administration Division of our company
April 2007:
General Manager of Manufacturing Dept. and Manager of Chiba
Factory of our company
October 2008:
Senior Managing Director and General Manager of Administration
Division of our company
October 2009:
General Manager of Domestic Sales Division and General Manager ofOverseas Business Division of our company
October 2010:
Representative Director and President of our company
October 2020:
Representative Director and Chairman of our company (to the present)
Important concurrent posts
There are no important concurrent posts.

●

Reason for choosing him as a candidate for a director
Mr. Masanobu Ogashira had played a role for improving our corporate value in asustainable manner by leading the management of our corporate group and supervising thedecision making for and execution of important management items as Representative
Director and President since October 2010. At present, he serves as Representative
Director and Chairman, overseeing our business administration, and is expected to further
contribute to our business. Therefore, we have chosen him as a candidate for a director of
our company.

●

Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Our company has entered into a directors and officers liability insurance contract tocover damages to be incurred by the insured as a result of liability that would arise
due to execution of duties or pursuit of such liability. If Mr. Masanobu Ogashira iselected, he will become one of the insured in said insurance contract. This contract
will be renewed with the same conditions, when the period of insurance expires.
3. The number of shares of our company the candidate holds is the actual number ofshares held as of September 30, 2023, including his equity in the executive shareownership plan.

-4-

Candidate No.

2of shares of our
Takaharu Uchiyama (Born on September 22, 1971) No.
company he holds:

11,299●Biography: His posts and sections in our company
April 1996:
Joined our company
February 2006: Director and Vice-president of Maruyama U.S., Inc.
October 2006:
Director and President of Maruyama U.S., Inc.
July 2011:
General Manager of Management Planning Department of ourcompany
December 2011: Director of our company
October 2018:
General Manager of Administration Division of our company
December 2018: Managing Director of our company
October 2020:
Representative Director and President of our company (to the present)●

Important concurrent posts
Representative Director and Chairman of Maruyama Excell Co., Ltd.

●

Reason for choosing him as a candidate for a director
Mr. Takaharu Uchiyama possesses the experience of managing overseas subsidiaries ofour company and working for the management planning department, and has led the
management section for the entire corporate group, while exerting his leadership instrengthening corporate group management and global business management of ourcorporate group. At present, he oversees business administration, proceeds with business
operation, and leads our corporate group as Representative Director and President. Since
he is expected to contribute to our business further, we have chosen him as a candidate fora director of our company.

●

Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Our company has entered into a directors and officers liability insurance contract tocover damages to be incurred by the insured as a result of liability that would arise
due to execution of duties or pursuit of such liability. If Mr. Takaharu Uchiyama iselected, he will become one of the insured in said insurance contract. This contract
will be renewed with the same conditions, when the period of insurance expires.
3. The number of shares of our company the candidate holds is the actual number ofshares held as of September 30, 2023, including his equity in the executive shareownership plan.

Reappointment-5-

Candidate No.

3

Takahiro Ishimura (Born on July 17, 1962)

No. of shares of ourcompany he holds:

7,279

●

Biography: His posts and sections in our company
April 1985:
Joined our company
October 2005: General Manager of Mass Retailer-targeted Sales Division of ourcompany
October 2007: Manager of Kanto-Koshinetsu Branch of our company
April 2011:
General Manager of Sales Promotion Department of our company
December 2011: Director of our company
October 2012: General Manager of Marketing and Sales Support Department, Sales
Division of our company
October 2013: General Manager of Marketing and Sales Support Department andGeneral Manager of Sales Administration Division, Sales Division of
our company
April 2014:
General Manager of Marketing and Sales Support Department, Sales
Division of our company
January 2017:
General Manager of Overseas Sales Division and General Manager ofMarketing and Sales Support Department, Sales Division of ourcompany
April 2017:
General Manager of Overseas Sales Division, Sales Division of ourcompany
October 2020: Managing Director, General Manager of Sales Division and General
Manager of Domestic Sales Division of our company (to the present)●

Important concurrent posts
Representative Director and President of Maruyama Logistics Co., Inc.
Director and Chairman of Maruyama U.S., Inc.
Director and Chairman of Asian Maruyama (Thailand) Co., Ltd.

●

Reason for choosing him as a candidate for a director
Mr. Takahiro Ishimura possesses the experience of the sales of agricultural machinery andmass retailer-targeted sales of our company, and exerted his leadership in marketing andsales support inside and outside Japan. At present, he manages sales inside and outside
Japan as General Manager of Sales Division and General Manager of Domestic Sales
Division. Since he is expected to contribute to our business further, we have chosen him
as a candidate for a director of our company.

●

Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Our company has entered into a directors and officers liability insurance contract tocover damages to be incurred by the insured as a result of liability that would arise
due to execution of duties or pursuit of such liability. If Mr. Takahiro Ishimura iselected, he will become one of the insured in said insurance contract. This contract
will be renewed with the same conditions, when the period of insurance expires.
3. The number of shares of our company the candidate holds is the actual number ofshares held as of September 30, 2023, including his equity in the executive shareownership plan.

Reappointment-6-

Candidate No.

4

Kosuke Ohira(Born on December 10, 1966)

No. of shares of ourcompany he holds:

5,943

●

Biography: His posts and sections in our company
April 1989:
Joined our company
October 2010: Director and Factory Manager of Maruyama MFG (Thailand) Co.,
Ltd.
October 2013: Director and Factory Manager of Nippon Kreis Co., Ltd.
October 2018: Executive Officer and General Manager of Procurement Dept. of ourcompany
October 2019: General Manager of Production Division and Manager of Chiba
Factory of our company (to the present)
December 2019: Director of our company
October 2020: Managing Director of our company (to the present)●

Important concurrent posts
Representative Director and Chairman of Nippon Kreis Co., Ltd.
Representative Director and Chairman of Seibu Maruyama Co., Ltd.

●

Reason for choosing him as a candidate for a director
Mr. Kosuke Ohira possesses the experience of working for production section of ourcompany and serving as Director of a related production subsidiary, and has exerted hisleadership in production sections inside and outside Japan. At present, he manages
production sections as General Manager of Production Division, Manager of Chiba
Factory, and Representative Director of a related production subsidiary. Since he isexpected to contribute to our business further, we have chosen him as a candidate for a
director of our company.

●

Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Our company has entered into a directors and officers liability insurance contract tocover damages to be incurred by the insured as a result of liability that would arise
due to execution of duties or pursuit of such liability. If Mr. Kosuke Ohira is elected,
he will become one of the insured in said insurance contract. This contract will berenewed with the same conditions, when the period of insurance expires.
3. The number of shares of our company the candidate holds is the actual number ofshares held as of September 30, 2023, including his equity in the executive shareownership plan.

Reappointment-7-

Candidate No.

4

Makoto Takatori (Born on December 6, 1966)

No. of shares of ourcompany he holds:

3,364

●

Biography: His posts and sections in our company
April 1989:
Joined The Fuji Bank, Limited
February 2009:
Assistant Manager of IT/System Planning Division of Mizuho
Financial Group, Inc.
April 2013:
Manager of Shinjuku-shintoshin Branch of Mizuho Bank, Ltd.
April 2016:
Manager of Kitakyushu Branch of Mizuho Bank, Ltd.
June 2019:
General Manager of Accounting Department of our company
April 2020:
Executive Officer of our company
October 2020:
General Manager of Administration Division of our company (tothe present)
December 2020: Director of our company (to the present)●

Important concurrent posts
There are no important concurrent posts.

●

Reason for choosing him as a candidate for a director
Mr. Makoto Takatori possesses plenty of experience and broad knowledge regarding
financial institutions, and has exerted his leadership in the accounting section of ourcompany by utilizing his experience and knowledge. At present, he engages in the
management and operation of the entire corporate group as General Manager of
Administration Division. Since he is expected to contribute to our business further, wehave chosen him as a candidate for a director of our company.

●

Notes on the candidate for a director
1.
There are no special interests between the candidate and our company.
2.
Our company has entered into a directors and officers liability insurance contract
to cover damages to be incurred by the insured as a result of liability that would arise
due to execution of duties or pursuit of such liability. If Mr. Makoto Takatori iselected, he will become one of the insured in said insurance contract. This contract
will be renewed with the same conditions, when the period of insurance expires.
3.
The number of shares of our company the candidate holds is the actual number ofshares held as of September 30, 2023, including his equity in the executive shareownership plan.

Reappointment-8-

Proposal 2:

Appointment of three (3) directors who are audit andsupervisory committee members

At the end of this general meeting, the terms of three (3) directors who are audit and supervisory committee
members, Hiroyuki Hatano, Atsushi Toki, and Takashi Sekigawa will expire and they will retire. Accordingly, we
would like you to appoint three (3) directors who are audit and supervisory committee members.
Regarding this proposal, the audit and supervisory committee of our company has given its consent.
The candidates for directors who are audit and supervisory committee members are as follows.
Candidate
No.

Name

Current post and section in our company
Reappointment

1

Hiroyuki Hatano

Outside Director
Full-time audit and supervisory committee member

Candidate for an
outside director
Independent officer

Reappointment

2

Atsushi Toki

Outside Director
Audit and supervisory committee member

Candidate for an
outside director
Independent officer

New appointment

3

Koichi Fukuchi

Candidate for an
outside director-

Independent officer-9-Candidate No.

1

Hiroyuki Hatano(Born on April 16, 1961)

No. of shares of ourcompany he holds:

0●

Biography: His posts and sections in our company
April 1984:
Joined The Fuji Bank, Limited
January 2000:
Manager of Corporate Planning Department of Fuji Investment
Management Co., Ltd.
January 2005:
Assistant Manager of Sales Department No. 8 of Mizuho Corporate
Bank, Ltd.
May 2007:Manager of Fukuyama Branch of Mizuho Bank, Ltd.
April 2009:Manager of General Planning Department of Trust & Custody
Services Bank, Ltd.
October 2011: Manager of Kyoto Branch of Mizuho Trust & Banking Co., Ltd.
April 2014:
Full-time Audit and Supervisory Board Member of Mizuho Trust &Banking Co., Ltd.
June 2017:
Member of the Board of Directors (Audit & Supervisory Committee
Member) of Mizuho Trust & Banking Co., Ltd.
June 2019:
Advisor of Mizuho Trust & Banking Co., Ltd.
December 2019: Outside Director who is an audit and supervisory committee memberof our company (to the present)●

Important concurrent posts
There are no important concurrent posts.

●

Reason for choosing him as a candidate for an outside director and roles expected
As an outside director and full-time audit and supervisory committee member of ourcompany, Mr. Hiroyuki Hatano attended Board of Directors meetings and management
meetings and contributed to securing the soundness and appropriateness of and increasing
the transparency of management decision-making of our company based on his abundant
experience at financial institutions and broad knowledge. Since he is expected tocontribute to our business further, we have chosen him as a candidate for an outside
director of our company.

●

Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Mr. Hiroyuki Hatano is a candidate for an outside director. Our company has
designated him as an independent officer according to the provisions of the Tokyo
Stock Exchange and registered him with the exchange.
3. Our company and Mr. Hiroyuki Hatano have entered into an agreement to limit
liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act,and the maximum amount of liability based on this agreement is the minimum
liability amount stipulated in laws and regulations. If his reappointment is approvedat this annual general meeting of shareholders, our company will continue thisagreement with him.
4. Our company has entered into a directors and officers liability insurance contract tocover damages to be incurred by the insured as a result of liability that would arise
due to execution of duties or pursuit of such liability. If Mr. Hiroyuki Hatano iselected, he will become one of the insured in said insurance contract. This contract
will be renewed with the same conditions, when the period of insurance expires.
5. The term of office of Mr. Hiroyuki Hatano as an outside director who is an audit andsupervisory committee member is four (4) years as of the conclusion of this general
meeting of shareholders.

Reappointment
Candidate for an
outside director
Independent officer- 10 -

Candidate No.

2

Reappointment

Atsushi Toki (Born on May 19, 1955)

No. of shares of ourcompany he holds:

0●

Biography: His posts and sections in our company
April 1983:
Lawyer (to the present)
December 2001: Outside auditor of our company
May 2003:
Outside Director of PARCO CO., LTD.
June 2003:
Outside Audit & Supervisory Board Member of Credit Saison Co., Ltd.
May 2008:
Administrator for TOSCO Co., Ltd. in rehabilitation
December 2015: Outside Director who is an audit and supervisory committee member ofour company (to the present)●

Important concurrent posts
Outside auditor of Midori Anzen Co., Ltd.
Outside auditor of Nippon Steel Texeng Co., Ltd.
Outside Director of Ajinomoto Co., Inc.
Outside Director of GEOSTR Corporation
Outside Auditor of Midori Anzen Holding Co., Ltd.

●

Reason for choosing him as a candidate for an outside director and roles expected
Mr. Atsushi Toki has made a significant contribution to the governance structure of ourcompany based on his professional knowledge, extensive experience, and broad insightdeveloped as a lawyer. Since he is expected to further contribute to our governance structure,
we have chosen him as a candidate for an outside director of our company.
Although he has no experience of being involved in the management of a company in any way
other than as an outside officer, our company has judged that he is able to perform his duties
appropriately as an outside director for the reasons stated above.

●

Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Mr. Atsushi Toki is a candidate for an outside director. Our company has designated him
as an independent officer according to the provisions of the Tokyo Stock Exchange andregistered him with the exchange.
3. Our company and Mr. Atsushi Toki have entered into an agreement to limit liability fordamages as stipulated in Article 423, Paragraph 1 of the Companies Act, and the
maximum amount of liability based on this agreement is the minimum liability amountstipulated in laws and regulations. If his reappointment is approved at this annual general
meeting of shareholders, our company will continue this agreement with him.
4. Our company has entered into a directors and officers liability insurance contract to coverdamages to be incurred by the insured as a result of liability that would arise due to
execution of duties or pursuit of such liability. If Mr. Atsushi Toki is elected, he will
become one of the insured in said insurance contract. This contract will be renewed withthe same conditions, when the period of insurance expires.
5. The term of office of Mr. Atsushi Toki as an outside director who is an audit andsupervisory committee member is eight (8) years as of the conclusion of this general
meeting of shareholders.

Candidate for an
outside director
Independent officer- 11 -

Candidate No.

3

New appointment

Koichi Fukuchi (Born on April 11, 1964)

0●

Biography: His posts and sections in our company
April 1987:
Joined Norinchukin Bank
July 2007:
Senior Auditor of Internal Audit Division of Norinchukin Bank
July 2014:
Manager of IT & Systems Planning Division of Norinchukin Bank
June 2016:
Senior Director of Nochu Information System Co., Ltd.
April 2020:
Senior Director of The Norinchukin Trust & Banking Co., Ltd.
June 2023:
Full-time Audit & Supervisory Board Member of Nochu Information
System Co., Ltd. (to the present)●

Important concurrent posts
Full-time Audit & Supervisory Board Member of Nochu Information System Co., Ltd.

●

Reason for choosing him as a candidate for an outside director and roles expected
Mr. Koichi Fukuchi possesses plenty of experience in and broad knowledge of financial
institutions and the IT field, and also has experience in corporate management at othercompanies. Through participating in our business management as an outside director who
is an audit and supervisory committee member going forward, he is expected to contributeto increasing the soundness and transparency of management and to IT control and IT
governance of our company. Therefore, we have chosen him as a candidate for an outside
director who is an audit and supervisory committee member of our company.

●

Notes on the candidate for a director
1. There are no special interests between the candidate and our company.
2. Mr. Koichi Fukuchi is a candidate for an outside director. Our company plans todesignate him as an independent officer according to the provisions of the Tokyo
Stock Exchange and register him with the exchange.
3. If the appointment of Mr. Koichi Fukuchi is approved, our company will enter into
an agreement to limit liability for damages as stipulated in Article 427, Paragraph 1of the Companies Act. The maximum amount of liability of directors based on thisagreement is the minimum liability amount stipulated in laws and regulations.
4. Our company has entered into a directors and officers liability insurance contract tocover damages to be incurred by the insured as a result of liability that would arise
due to execution of duties or pursuit of such liability. If Mr. Koichi Fukuchi iselected, he will become one of the insured in said insurance contract. This contract
will be renewed with the same conditions, when the period of insurance expires.

Candidate for an
outside director
Independent officer

No. of shares of ourcompany he holds:- 12 -

Proposal 3:

Appointment of one (1) substitute director who is an audit andsupervisory committee member

To prepare for a contingency in which the number of directors who are audit and supervisory committee members
falls short of the number specified by laws and regulations, we request the appointment of one substitute director
who is an audit and supervisory committee member in advance.
The appointment shall be effective only prior to the assumption of office and may be rescinded by resolution of
the Board of Directors with the consent of the audit and supervisory committee.
Regarding this proposal, the audit and supervisory committee of our company has given its consent.
The candidate for a substitute outside director who is an audit and supervisory committee member is as follows.

- 13 -

Candidate

Candidate for an
outside director

Nobushige Ueki

(Born on March 21, 1952)

No. of shares of ourcompany he holds:

0●

Biography: His posts and sections in our company
November 1976: Joined Showa Audit Corporation
January 1980:
Joined Ootemon Certified Public Accountants Joint Office
July 1980:
Registered as Certified Public Accountant (Registered as tax accountant)
July 2017:
Established UEKI Nobushige Tax Office (to the present)●

Important concurrent posts
There are no important concurrent posts.

●

Reason for choosing him as a candidate for a substitute outside director and roles expected
Mr. Nobushige Ueki was in charge of auditing operations as an accounting auditor for ourcompany from the fiscal year ended September 30, 1980 to the fiscal year ended September
30, 2016, and has specialized knowledge and extensive experience as a CPA and tax
accountant. In case the number of directors who are audit and supervisory committee members
falls short of the number specified by laws and regulations, he is judged to be a person who iscapable of promptly and appropriately performing the duties as a director who is an audit andsupervisory committee member and is expected to utilize his specialized knowledge andextensive experience in supervising and auditing the business execution of our company.
Therefore, we request his reappointment as a substitute outside director who is an audit andsupervisory committee member.
Although he has no experience of being involved in the management of a company in any way
other than as an outside officer, our company has judged that he is able to perform his duties
appropriately as an outside director for the reasons stated above.

●

Notes on the candidate for a substitute director
1. There are no special interests between the candidate and our company.
2. Mr. Nobushige Ueki is a candidate for a substitute outside director. If he assumes the
position of director who is an audit and supervisory committee member, our company
plans to designate him as an independent officer according to the provisions of the Tokyo
Stock Exchange and register him with the exchange.
3. If the appointment of Mr. Nobushige Ueki is approved and if he assumes the position of
director who is an audit and supervisory committee member, our company will enter into
an agreement to limit liability for damages as stipulated in Article 427, Paragraph 1 of theCompanies Act. The maximum amount of liability of directors based on this agreement
is the minimum liability amount stipulated in laws and regulations.
4. Our company has entered into a directors and officers liability insurance contract to coverdamages to be incurred by the insured as a result of liability that would arise due to
execution of duties or pursuit of such liability. If Mr. Nobushige Ueki assumes the
position of director who is an audit and supervisory committee member, he will become
one of the insured in said insurance contract. This contract will be renewed with the same
conditions, when the period of insurance expires.

Independent officer- 14 -

For reference
If Proposals 1, 2 and 3 are approved, the directors and their expected expertise will become as follows.
Not all of their knowledge is tabulated below.

GeneralInternational
business
experience
administration
Masanobu Ogashira
Representative Director andChairman
Takaharu Uchiyama
Representative Director andPresident
Takahiro IshimuraManaging Director/General
Manager of Sales Division
Kosuke OhiraManaging Director/General
Manager of Production Division
Makoto Takatori
Director/General Manager of
Administration Division
Hiroyuki Hatano
Outside Director/Full-time audit
and supervisory committee
memberAtsushi Toki
Outside Director/Audit andsupervisory committee member
Koichi Fukuchi
Outside Director/Audit andsupervisory committee member
Nobushige Ueki
Substitute Outside Director/
Audit and supervisorycommittee member

MarketingTechnology/ Personnel/
production legal affairs

Finance/accounting

●

●

●

●

●

●

●

●

●

●

●

●

●

Digitaltechnology/
IT

Audit

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 15 -

●

●

●

●

I
1.

Matters relating to the current status of our corporate group
Progress and results of our business
During the consolidated fiscal year under review, the Japanese economy showed signs of a gradual recovery
in consumer spending and capital investments as economic activities continued to normalize following thelifting of restrictions on activities against COVID-19. However, the outlook remains uncertain due to theprolongation of heightened geopolitical tensions causing hikes in resource and energy prices and the sharp
currency fluctuations due to monetary tightening in various countries in response to inflation warnings, among
other factors.
In the agriculture and forestry machinery industry, the mainstay of our corporate group, shipments andproduction expanded in Japan, partly due to the normalization of economic activities. Meanwhile, outside
Japan, shipments and production decreased due to a slowdown in the global economy, including monetary
tightening in various countries and the failure of some financial institutions in Europe and the U.S.
Under these circumstances, our group has made efforts to normalize its sales activities in Japan, including
the resumption of large-scale exhibitions. In addition, we strengthened area management, expanded products
utilizing our strengths in pump technology, engine technology, and ultra-fine bubble technology, andaccelerated the speed of expansion of sales channels with the aim of opening new markets. In addition, withthe aim of improving customer satisfaction, we strengthened our efforts in the aftermarket business throughout
the group by training staff in charge of aftermarket services and improving the environment at each businesssite and sales office. In overseas markets, we resumed sales activities by visiting local sites, had sales agentscome to Japan to conduct business negotiations, and took other steps to normalize sales activities throughmutual onsite visits. In addition, we actively took initiatives to expand sales of agricultural and forestry
machinery, ultrafine bubble products and others that reflect our strengths.
As a result, in Japan, sales increased for large machines in the agri-distribution business, brush cutters inhome improvement distribution, cleaners in industrial machinery, and fire extinguishers in other machinery.
Consequently, domestic net sales came to 30,363 million yen (up 5.2% year on year). Overseas, sales ofindustrial pumps for North America and Europe increased despite the lower sales of brush cutters for Europe
and Central and South Americas, resulting in overseas net sales of 11,063 million yen (up 2.7% year on year)
and total net sales of 41,426 million yen (up 4.5% year on year).
In terms of profit, operating income increased 13.9% year on year to 1,732 million yen, ordinary income
increased 5.6% year on year to 1,726 million yen, and net income attributable to owners of parent increased
5.2% year on year to 1,218 million yen, mainly due to higher sales prices of some products and greater salesof large equipment, despite increases in manufacturing costs, selling expenses and fixed costs.

- 16 -

- 17 -

- 18 -

2.

Status of capital investment, etc.
Total capital investment in the fiscal year under review amounted to 1,826 million yen. The main items
were acquisition of production equipment for increasing production at our Chiba Factory and manufacturingsubsidiaries and acquisition of building and land related to the transfer of head office of an overseas subsidiary.

3.

Status of fundraising4.

Status of significant corporate restructuring, etc.

5.

Issues to be addressed

The funds required for the fiscal year under review were financed by cash on hand and borrowings.
No significant corporate restructuring, etc., occurred in the current fiscal year.
The next fiscal year is the second year of the 8th Medium-Term Management Plan (October 2022 toSeptember 2027), and in order to follow the basic policy of this Medium-Term Management Plan, “Creationof Growth Businesses,” all employees will work together to achieve the single-year plan and Medium-Term
Management Plan by focusing on the following items.
As a company that contributes to society through business in the areas of food, water, and the environment,
our corporate group has continued to supply products. We will further strengthen ESG management andcontinue to provide products that contribute to society over the long term.
(1) Improvement of profit margin
We will actively work to cut down the total cost in the production division while striving to improve profit
margin by developing high-value-added products like ultrafine bubble products. We will also change ourbusiness portfolio by focusing resources on the industrial machinery field, where the profit margin has beenhigh. We will continue to stabilize our supply chain and raise product prices in a timely and appropriate mannerin order to address rising prices and delays in delivery of parts and materials.
(2) Establishing new businesses
By expanding the distribution of ultrafine bubble products to new markets, including overseas markets, wehave been able to add distribution to the general consumer market from the one that had been mainly tocorporate customers. As for the showerhead that was launched the year before last, we will further expand
advertising through TV commercials and social networking sites, and expand our activities to raise awarenessabout the product. In addition, we will take on the challenge of creating new growth businesses by utilizing
DX and IoT technologies. At the same time, we will actively develop and sell products that contribute to solvingsocial issues, such as reverse osmosis (RO) equipment that generates water for domestic use in times of disaster.

- 19 -

(3) Growth of overseas business
While expanding sales of models that have been successful in Japan in recent years, we will make maximum
use of the capabilities of our local production subsidiaries in Thailand to aggressively develop and produce
products and make further inroads into the Asian agricultural machinery market, which has become more active
in recent years. In sales, we will strive to expand sales through more detailed market development andmarketing by utilizing local human resources in each of the major countries with which we do business. In
addition, we will speed up the business development of the local subsidiary in India established this year andput the local manufacturing and sales of large pest control equipment on track. In production, we will enhance
our production facilities to meet the growing demand for industrial high-pressure pumps in North America.
(4) Further growth of existing businesses
In the agricultural machinery field, on top of pursuing the development of agricultural drones and of large
products that can be applied in smart agriculture, we will develop products that apply IoT and sensor
technologies, develop products with new environmentally friendly engines, expand our battery product lineup,
and promote the development of 4-cycle engine products. In the industrial machinery field, we will develop
pump products for new applications and strive to further expand our business both in Japan and overseas. In
addition, we will further expand the aftermarket, which we have focused on in recent years, and provide aftersales maintenance services from a user perspective.
(5) Strengthening financial position, risk management, and human resource development
We will strengthen our financial position by drastically revising our management methods for both productand parts inventories and by working to reduce inventories with the aim of improving our cash flows. We will
also strengthen our systems for BCM, BCP, product safety, internal control, and compliance, and enhance
education for all employees. Furthermore, we will strive to hire, train, and develop a wide variety of humanresources for the future expansion of our business activities as well as deploy initiatives on health andproductivity management internally and externally. In addition, we will work to improve employee satisfaction
through various measures, such as promoting activities throughout the company to establish a culture of praise
within the company and revitalizing the organization.

- 20 -

- 21 -

Numerical management targets (for FY 9/2027)
Net sales

48,000 million yen

Operatingincome2,800 million yen- 22 -

ROE

7.5%

6.

Changes in assets and profit/loss (consolidated)

By term
Classification

85th term

86th term

87th term

88th term

FY 9/2020

FY 9/2021

FY 9/2022

FY 9/2023

Net sales(Million yen)

34,89537,50339,63941,426

Ordinary income(Million yen)

763

1,302

1,635

1,726

Net income attributable to ownersof parent(Million yen)

648

855

1,158

1,218

136.35 yen

183.10 yen

256.58 yen

276.74 yen

Net income per share
Total assets(Million yen)

32,73334,15434,45936,733

Net assets(Million yen)

16,042

16,98917,69919,466(Note)

1.
2.

Net income per share is calculated based on the average number of shares outstanding during the term. The average number of shares outstanding during theterm is calculated excluding treasury shares. For the number of treasury shares, please refer to the notes under “II Matters concerning the company’s stock”
below.
“Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020) and others have been applied since the beginning of the 87th
term, and the figures for the 87th term and thereafter are those after the application of such accounting standards.

- 23 -

7.

Status of important subsidiaries
Corporate name

Nippon Kreis Co., Ltd.
(Note)

8.

Our company’s
shareholding ratio

Capital95 million yen

100%

Description of primary business

Manufacturing and sale of agricultural and forestry
machinery

There are 9 consolidated subsidiaries including the above important subsidiary.

Description of primary business
Division

Product line-up

Pest control equipment Power sprayers, power dispersers and large pest control equipment
Agriculture and forestry
machinery

Industrial machinery
Other machinery
Real estate leasing, etc.

Forestry machinery

Bush cutters, chain saws and hedge trimmers

Parts

Attachments and accessory parts

Other

Paddy ditch cutters, blowers, irrigation pumps, etc.
High-pressure pumps for industrial use, high-pressure cleaners, ultrafine bubble
products and accessory parts
Fire extinguishers, disaster prevention-related equipment and accessory parts,
machinery for environmental sanitation, and others
Real estate leasing and electricity sales- 24 -

9.

Main sales offices and factories(1) Our company
Name

Head Office
Hokkaido Sales
OfficeAomori Sales
OfficeAkita Sales
OfficeIwate Sales
OfficeSouth Tohoku
Sales OfficeMiyagi Sales
OfficeFukushima
Sales OfficeNiigata Sales
OfficeNagano Sales
OfficeLocation

Chiyoda-ku, Tokyo
Ebetsu-shi, Hokkaido
Towada-shi, Aomori
Akita-shi, Akita
Yahaba-cho, Shiwa-gun,
Iwate
Tendo-shi, Yamagata
Sendai-shi, Miyagi
Ten-ei-mura, Iwase-gun,
Fukushima
Nagaoka-shi, Niigata
Shiojiri-shi, Nagano

Name

Location

Yamanashi
Sales Office
Ibaraki Sales
OfficeKita-Kanto
Sales Office
Chiba Sales
OfficeShizuoka Sales
OfficeNagoya Sales
OfficeHokuriku Sales
OfficeOsaka Sales
OfficeOkayama Sales
OfficeHiroshima Sales
OfficeName

Fuefuki-shi, Yamanashi
Tsuchiura-shi, Ibaraki
Kanuma-shi, Tochigi
Togane-shi, Chiba

Location

Shikoku Sales
OfficeFukuoka Sales
OfficeKumamoto
Sales Office
Minami-Kyushu
Sales OfficeKanonji-shi, Kagawa
Kurume-shi, Fukuoka
Ozu-cho, Kikuchi-gun,
Kumamoto
Kagoshima-shi,
Kagoshima

Fujieda-shi, Shizuoka

Chiba Factory

Togane-shi, Chiba

Toyota-shi, Aichi

Togane No. 2
Factory

Togane-shi, Chiba

Kanazawa-shi, Ishikawa

Nagano Factory Suzaka-shi, Nagano

Ibaraki-shi, Osaka
Kagamino-cho, Tomatagun, Okayama
Hiroshima-shi,
Hiroshima

Kagamino
OfficeFukushima
OfficeKagamino-cho, Tomatagun, Okayama
Ten-ei-mura, Iwase-gun,
Fukushima(2) Subsidiaries
Corporate nameHead office location

Nippon Kreis Co., Ltd.

Togane-shi, Chiba

Maruyama Excell Co., Ltd.

Chiyoda-ku, TokyoMARUYAMA U.S.,INC.

Texas, U.S.A.

Seibu Maruyama Co., Ltd.
Maruyama Logistics Co., Inc.

Base location

East Japan Sales Office (Chiba), West Japan Sales
Office (Osaka) and Chiba Factory (Chiba)

Kagamino-cho, Tomata-gun,OkayamaTen-ei-mura, Iwase-gun,Chiba Center (Chiba Prefecture)
Fukushima

Futaba Shoji Co., Ltd.

Fuefuki-shi, Yamanashi

MARUYAMA MFG (THAILAND) CO.,LTD.

Chonburi, Thailand

Maruyama (Shanghai) Trading Co., Inc.

Shanghai, China

ASIAN MARUYAMA (THAILAND) CO.,LTD.

Chonburi, Thailand- 25 -

10. Status of employees(1) Consolidated
Segment name

Number of employees

Changes from the end of the previous term

Agriculture and forestry machinery

686-

Industrial machinery163

Up 6 employees

Other machinery72

Up 7 employees

Company-wide (common)47

Up 3 employees

968

Up 16 employees

Number of employees

Changes from the end of the previous term

Agriculture and forestry machinery411

Up 4 employees

Industrial machinery135

Up 4 employees

Other machinery18

Up 7 employees

Company-wide (common)47

Up 3 employees

611

Up 18 employees

Total(2) Non-consolidated
Segment nameTotal

11. Major lenders
Lenders

Amount of loan (million yen)Mizuho Bank, Ltd.

1,363

Norinchukin Bank

1,255

Chiba Kogyo Bank, Ltd.

715

Sumitomo Mitsui Trust Bank, Limited

579

Mizuho Trust & Banking Co., Ltd.

485

- 26 -

II
1.
2.
3.
4.
5.

Matters concerning the company’s stock
Total number of authorized shares
Total number of outstanding shares
Number of shares per trading lot
Number of shareholders
Major shareholders (top 10)

13,906,100
5,029,332 (including 719,911 treasury shares)
100
6,433

Name of shareholder

Number of shares held
(thousand)Shareholding ratio (%)

269
238
210
205
167
162
95
90
73
72

6.25
5.52
4.87
4.76
3.89
3.77
2.21
2.09
1.70
1.67

Maruyama Mfg. Partners Shareholding Association
The Master Trust Bank of Japan, Ltd. (trust account)
Mizuho Bank, Ltd.
Norinchukin Bank
Maruyama Mfg. Employees Shareholding Association
Chiba Kogyo Bank, Ltd.
KUBOTA Corporation
Mizuho Trust & Banking Co., Ltd.
Sumitomo Mitsui Trust Bank, Limited
TAKUMA CO., LTD.
(Note)

1.
2.

6.

Our company holds treasury shares (627,211 shares), which are not included in the above table. Also, our company has introduced an employee stock
ownership plan (J-ESOP), and 92,700 shares of our company’s stock held by Custody Bank of Japan, Ltd. (trust E account) are included in the number oftreasury shares as trust assets related to this plan, and are therefore not included in the table above.
The shareholding ratio is calculated excluding treasury shares (719,911 shares).

Shares issued to corporate officers as remuneration for the execution of their duties during the
fiscal year under review
Number of shares

Number of persons to whom shareswere delivered

14,800

5

9,000

6

Director (excluding audit and supervisorycommittee
members)
Executive
officers(Note)

7.

As of February 15, 2023, our company allotted 23,800 shares of common stock to five (5) directors (excluding directors who are audit and supervisory committee
members) and six (6) executive officers as transfer-restricted stock remuneration. This transfer-restricted stock may not be transferred, secured or otherwise disposedof until February 13, 2026.

Other important matters concerning shares
None.

III

Matters concerning share acquisition rights of our company

None.

- 27 -

IV
1.

Items regarding executives
Directors’ names, etc.
Name

Post

Masanobu Ogashira

Representative Director and Chairman

Takaharu Uchiyama

Representative Director and President

Takahiro IshimuraManaging Director

Kosuke OhiraManaging Director

Makoto Takatori

Director

Hiroyuki Hatano

Outside Director
Full-time audit and supervisorycommittee member

Atsushi Toki

Outside Director
Audit and supervisory committee
memberTakashi Sekigawa

Outside Director
Audit and supervisory committee
member(Note)

1.
2.
3.
4.
5.

6.
7.
8.

Responsibility and important concurrent post

Representative Director and Chairman of Maruyama Excell Co., Ltd.
Head of Marketing Dept. and Head of Domestic Marketing Dept.
Representative Director and President of Maruyama Logistics Co., Inc.
Director and Chairman of Maruyama U.S., Inc.
Director and Chairman of Asian Maruyama (Thailand) Co., Ltd.
General Manager of Production Division and Manager of Chiba Factory
Representative Director and Chairman of Nippon Kreis Co., Ltd.
Representative Director and Chairman of Seibu Maruyama Co., Ltd.
General Manager of Administration Division

LawyerOutside auditor of Midori Anzen Co., Ltd.
Outside auditor of Nippon Steel Texeng Co., Ltd.
Outside Director of Ajinomoto Co., Inc.
Outside Director of GEOSTR Corporation
Outside Auditor of Midori Anzen Holding Co., Ltd.

Representative Director and President Takaharu Uchiyama retired as Representative Director and President and assumed the position of Representative
Director and Chairman of Maruyama Excell Co., Ltd. on December 22, 2022.
Managing Director Takahiro Ishimura retired as Director and President and assumed the position of Director and Chairman of Asian Maruyama (Thailand)Co., Ltd. on July 18, 2023.
Managing Director Kosuke Ohira retired as Representative Director and President and assumed the position of Representative Director and Chairman of
Nippon Kreis Co., Ltd., and retired as Representative Director and President and assumed the position of Representative Director and Chairman of Seibu
Maruyama Co., Ltd., respectively, on December 22, 2022.
Three outside directors, Hiroyuki Hatano, Atsushi Toki, and Takashi Sekigawa, have been registered in the Tokyo Stock Exchange as independent officers.
Three outside directors, Hiroyuki Hatano, Atsushi Toki, and Takashi Sekigawa, have considerable knowledge of finance and accounting as follows.
• Outside directors, Hiroyuki Hatano and Takashi Sekigawa, have many years of experience working at financial institutions and have considerable knowledgeof finance and accounting.
• Outside director Atsushi Toki has long experience as a corporate auditor, etc., at other companies and as an administrator of a company in rehabilitation,and has considerable knowledge of finance and accounting.
Midori Anzen Holding Co., Ltd., of which Outside Director Atsushi Toki is an outside auditor, changed its trade name from SECROTEC Co., Ltd., effective
March 22, 2023.
Outside Director Takashi Sekigawa retired from the position of outside auditor of Kyodo Milk Industry Co., Ltd. in June 2023.
In order to strengthen the audit and supervisory function of the audit and supervisory committee, our company has appointed Mr. Hiroyuki Hatano as a fulltime audit and supervisory committee member to collect information from directors (excluding audit and supervisory committee members), share information
at important internal meetings, and enable sufficient cooperation between the Internal Audit Department and the audit and supervisory committee.

- 28 -

2.

Matters concerning remuneration for directors(1) Total amount of directors’ remuneration, etc.
Classification
Director (excluding audit andsupervisory committee members)
Director (audit and supervisorycommittee members)(Outside Director)
Total(Note)

Total amount of
remuneration, etc.
(million yen)

Total amount of remuneration by type (million yen)
PerformanceTransferBasic
linkedrestricted stock
remuneration
remuneration
remuneration

162

154

-

7

33
(33)

33
(33)

(-)

(-)

196

188

-

7

Number of eligible
directors and auditors(persons)
5
3
(3)
8

Details of transfer-restricted stock remuneration are as described in “(3) Transfer-restricted stock remuneration” on page 30. Transfer-restricted stock
remuneration represents the amount recorded as expenses in the fiscal year under review.

(2) Policy for determining directors’ remuneration, etc.
1.

Basic policy
We shall position the remuneration system for directors as a mechanism to realize continuous
enhancement of our group’s corporate value and sustainable growth over the medium to long term, basedon our basic philosophy of corporate governance, and shall establish and operate the system in accordancewith the following points:• The remuneration system shall promote the improvement of short-term and medium/long-term businessperformance and corporate value.
• The type and level of remuneration shall be commensurate with the responsibilities, performance andresults of each director within the range determined at a general meeting of shareholders.
• The Executive Remuneration Advisory Committee, the majority of which are composed of outside
directors, shall ensure objectivity and transparency through deliberations.
The Board of Directors has confirmed that the method of determining the details of remuneration, etc.,
for each individual director for the current fiscal year and the details of remuneration, etc., determined areconsistent with such policy, and that the report from the Executive Remuneration Advisory Committee isduly taken into consideration, and we have concluded that the remuneration is in line with suchdetermination policy.
2. Policy on remuneration standards(1) Executive directors (excluding those who are members of the audit and supervisory committee)
The remuneration for executive directors consists of three types of remuneration: basic
remuneration as monetary compensation; performance-linked remuneration linked to the performanceof the company, divisions, and individuals; and transfer-restricted stock remuneration. As the total
amount of remuneration for executive directors, the amount of monetary remuneration is set at no
more than 300 million yen per year by a resolution of the 82nd Ordinary General Meeting of
Shareholders held on December 19, 2017. As of the end of said general meeting of shareholders, thenumber of eligible directors is 7. In addition, the amount of remuneration under the transfer-restricted
stock remuneration, which is separate from monetary remuneration, is set at no more than 30 million
yen per year by a resolution of the 84th Ordinary General Meeting of Shareholders held on December
19, 2019. The number of eligible directors as of the end of said general meeting of shareholders is 6.

- 29 -

(1) Basic remuneration
The level of remuneration is fixed on a monthly basis and is determined according to the director’s
position in the company’s remuneration regulations. The level of remuneration will not fluctuate in
the short term, but may be reviewed in the event of changes in the company’s performance. In addition,in order to clarify management responsibility, the amount of remuneration will be reduced in the eventof a significant decline in performance or in the event of misconduct.
(2) Performance-linked remuneration
Performance-linked remuneration consists of two components: performance and results-linked
remuneration and single-year performance-linked remuneration.
a.

Performance and results-linked remuneration
This is a monthly remuneration that fluctuates annually based on the company’s performance inthe previous fiscal year, the performance of the division in charge, and individual results. The amountof individual remuneration for directors is determined by Representative Director and President after
deliberation by the Executive Remuneration Advisory Committee based on the evaluation conductedby Representative Director and President using the director performance evaluation chart specified in
the regulations and other materials. In accordance with the resolution of the Board of Directors, theExecutive Remuneration Advisory Committee shall deliberate on the amount of individual
remuneration and delegate the authority to decide the remuneration to Takaharu Uchiyama,
Representative Director and President. The reason for this delegation is that the company believes that
the Representative Director is best suited to evaluate the divisions for which each Director is
responsible while taking into consideration the company’s overall business performance.

b.

Single-year performance-linked remuneration
The monetary remuneration will reflect the Key Performance Indicators (KPI) determined to raiseawareness of the need to improve performance for each fiscal year, and will be paid as a bonus at a
certain time each year according to the degree of achievement of the target figures for each fiscal year.
Specific performance indicators and the amount to be paid will be determined by the Board of
Directors after deliberation by the Executive Remuneration Advisory Committee.

(3) Transfer-restricted stock remuneration
After setting a transfer restriction period in conjunction with the Medium-term Management Plan,
common shares of the company (“the shares”) will be issued with the aim of providing incentives tocontinuously improve the company’s corporate value and to further improve value sharing withshareholders. Specific performance indicators and the number of shares to be delivered will be
determined by the Board of Directors after deliberation by the Executive Remuneration Advisory
Committee.
a.

Transfer restriction period
The subject directors shall not transfer, create a security interest in, or dispose of the shares (the“transfer restriction”) for a period of time specified by the company’s Board of Directors between one
year and three years (the “transfer restriction period”).

b.

Treatment upon retirement
If a subject director retires from the position predetermined by the company’s Board of Directors
during the period up to the time when whether or not the subject director has achieved the ordinary
income and other performance targets predetermined by the company’s Board of Directors (the“performance targets”), we shall naturally acquire the shares without compensation.

- 30 -

c.

Cancellation of transfer restriction
On the condition that the subject director continuously holds the position predetermined by the
Board of Directors of the company during the period up to the time when the company determines
whether or not the performance targets have been achieved, and provided that the performance targets
have been achieved, it shall cancel the transfer restriction with respect to all of the shares at the time
when the transfer restriction period expires. In addition, our company will naturally acquire without
any compensation the shares for which the transfer restriction has not yet been lifted as of the time
immediately following said lifting of the restriction.

d.

Treatment in the event of organizational restructuring, etc.
If, during the transfer restriction period, a merger agreement under which the company shallbecome a defunct company, a share exchange agreement under which the company shall become awholly owned subsidiary, a share transfer plan, or any other matters relating to organizational
restructuring, etc., are approved at a general meeting of shareholders of the company (however, if suchorganizational restructuring, etc., does not require approval at a general meeting of shareholders, thenthe Board of Directors of the company shall approve such matters), the company will acquire theshares without compensation.

e.

Other matters
Other matters shall be determined by the Board of Directors of the company.

(2) Directors who are members of the audit and supervisory committee
In consideration of their roles, the remuneration of directors who are members of the audit andsupervisory committee shall consist solely of a monthly fixed remuneration, which shall be determinedthrough discussions by the audit and supervisory committee, taking into consideration the distributionof duties, within the limit of the total amount of remuneration resolved at the general meeting ofshareholders. The total amount of such remuneration is set at no more than 84 million yen per year byresolution of the 82nd Ordinary General Meeting of Shareholders held on December 19, 2017. The
number of eligible directors as of the end of said general meeting of shareholders is 3.
3.

Policy on determination of the ratio of remuneration for each individual director
The Executive Remuneration Advisory Committee will consider the ratio of remuneration for each typeof executive director based on benchmark remuneration levels set by companies of similar business size
and in related industries and business categories. The Board of Directors will respect the report of the
Executive Remuneration Advisory Committee and determine the details of remuneration, etc., for eachindividual director within the range of the ratio of remuneration, etc., by type as indicated in the said report.
The standard ratio for each type of remuneration, etc., is as follows: basic remuneration: performancelinked remuneration: transfer-restricted stock remuneration = 5:4:1 (in the case of achievement of
performance indicators).

3.

Matters concerning outside directors and outside audit and supervisory committee members(1) Significant concurrent positions and relationships with the company
1)

Atsushi Toki, Director, concurrently serves as outside auditor of Midori Anzen Co., Ltd., outside
auditor of Nippon Steel Texeng Co., Ltd., Outside Director of Ajinomoto Co., Inc., Outside Directorof GEOSTR Corporation, and outside auditor of Midori Anzen Holding Co., Ltd. There is no special
relationship between the company and Midori Anzen, Nippon Steel Texeng, Ajinomoto, GEOSTR,
and Midori Anzen Holding Co., Ltd.

- 31 -

2)

Takashi Sekigawa, Director, concurrently served as outside auditor of Kyodo Milk Industry Co., Ltd.,but there is no special relationship between our company and Kyodo Milk Industry.

(2) Major activities during the current fiscal year

4.

Attendance at Board of Directors meetings and audit andsupervisory committee meetings

Statements made at Board of Directors meetings andaudit and supervisory committee meetings
Summary of duties performed in relation to roles
expected of outside directors

Director
Hiroyuki Hatano

Board of Directors: 14/14 (100%)
Audit and supervisory committee:
13/13 (100%)
Executive Selection Advisory Committee: 2/2 (100%)
Executive Remuneration Advisory Committee: 2/2 (100%)

As a full-time audit and supervisory committee
member, he plays a proper role for ensuring thereasonableness and appropriateness of decision
making by asking questions and expressing his
opinions on proposals, deliberations, etc., asappropriate, based on his many years of experiencein financial institutions and from his professional
perspective on finance and accounting.

Director
Atsushi Toki

Board of Directors: 14/14 (100%)
Audit and supervisory committee: 13/13 (100%)
Executive Selection Advisory Committee: 2/2 (100%)
Executive Remuneration Advisory Committee: 2/2 (100%)

He plays a proper role for ensuring thereasonableness and appropriateness of decision
making by asking questions and expressing his
opinions on proposals, deliberations, etc., asappropriate, based on his extensive experience andfrom his professional perspective as a lawyer.

Director
Takashi Sekigawa

Board of Directors: 14/14 (100%)
Audit and supervisory committee: 13/13 (100%)
Executive Selection Advisory Committee: 2/2 (100%)
Executive Remuneration Advisory Committee: 2/2 (100%)

He plays a proper role for ensuring thereasonableness and appropriateness of decision
making by asking questions and expressing his
opinions on proposals, deliberations, etc., asappropriate, based on his extensive experience in thefield of internal control at financial institutions andhis broad knowledge.

Matters concerning liability limitation agreement
An agreement between our company and each director (excluding executive directors) limits the liability
for damages as provided for in Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability based on the contract is the minimum liability limit stipulated by laws and regulations.

5.

Matters concerning directors and officers liability insurance contract
Our company has concluded a directors and officers liability insurance contract with an insurance company
as stipulated in Article 430-3, Paragraph 1 of the Companies Act, which covers damages that may arise froman insured person being held liable for the performance of his/her duties or being subject to claims related tothe pursuit of such liability. However, there are certain exclusions of liability, such as not covering damages
caused by acts committed with the knowledge that such acts are in violation of laws and regulations.
The insured under such insurance contract are the company’s directors (including directors who aremembers of the audit and supervisory committee), directors and audit and supervisory committee members of
its subsidiaries. The premiums for all those insured are fully borne by our company.

- 32 -

V
1.

Matters concerning an accounting auditor
Name

Fujimi Audit Corporation(Note) Seinan Audit Corporation, formerly the accounting auditor of our company, merged with Sohken Nichiei Audit Corporation and Nagoya Audit Corporation
on October 2, 2023, and changed its name to Fujimi Audit Corporation on the same date.

2.

Amount of remuneration, etc.
(1)

Amount of remuneration to the accounting auditor for the current fiscal year

27 million yen(2)

Total amount of cash and other financial benefits payable by the company and its subsidiaries

27 million yen(Note)

1.
2.

3.

The audit contract between our company and the accounting auditor does not distinguish between remuneration, etc., for audits based on the Companies
Act and remuneration, etc., for audits based on the Financial Instruments and Exchange Act, and since it is practically impossible to distinguish between
the two, the amount of remuneration, etc., in 1) is stated as the sum of these amounts.
The audit and supervisory committee decided to consent to the amount of remuneration, etc., of the accounting auditor as stipulated in Article 399,
Paragraph 1 of the Companies Act after reviewing the details of the audit, the performance of duties, and the estimated amount of remuneration of theaccounting auditor.

Non-audit services
There are no applicable matters.

4.

Policy on dismissal or non-reappointment of an accounting auditor
The audit and supervisory committee shall dismiss the accounting auditor with the unanimous consent of
all audit and supervisory committee members if the accounting auditor falls under any of the items of Article
340, Paragraph 1 of the Companies Act and dismissal is deemed appropriate.
In addition, the audit and supervisory committee shall decide the content of the proposal for dismissal or
non-reappointment of the accounting auditor to be submitted to the general meeting of shareholders when it isdeemed that any event has occurred that would impede the accounting auditor from conducting proper audits,
etc.

5.

Matters concerning liability limitation agreement
Our company and the accounting auditor have entered into an agreement to limit liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act, and the maximum amount of liability based on
this agreement is the minimum liability amount stipulated in laws and regulations.

- 33 -

VI
1.

Company structure and policies
System to ensure the appropriateness of business operations
The Board of Directors of our company has established and put into practice the following ten items as asystem to ensure that the execution of duties by directors complies with laws and regulations and the Articles
of Incorporation, and systems to ensure the appropriateness of business operations of our company and its
subsidiaries.
(1) System to ensure that the execution of duties by directors and employees of the corporate group consistingof our company and its subsidiaries (“our corporate group”) complies with laws and regulations and the
Articles of Incorporation
1) Our company regards compliance as one of the most important management issues and distributes
the “Maruyama Group Compliance Manual,” which was formulated by the CSR Committee andestablished by the Board of Directors, to all executives and employees of our corporate group, andperiodically conducts awareness-raising and training programs to instill a compliance mindset.
2) In preparation for the occurrence of compliance problems, we shall establish a reporting andconsultation hotline to receive whistleblower reports from within and outside our corporate groupand maintain a whistleblower system that provides checks, prevents problems and responds promptly.
We will also ensure the protection of whistleblowers in accordance with the “Whistleblower
Protection Regulations.”3) We shall not have any relationship, including business transactions, with antisocial forces or groups
that threaten the order and safety of civil society. We will also take a resolute stance against
unjustified demands. To this end, we will establish necessary systems, including a department incharge and a method of response.
(2) System for the storage and management of information related to the execution of duties by the company’s
directors
1) In accordance with the Articles of Incorporation and the Rules of the Board of Directors, minutes of
the general meeting of shareholders and the Board of Directors meetings shall be prepared, stored
and managed appropriately. In the same manner, the company shall properly store and manage
related reference materials.
2) Minutes and reference materials of important internal meetings such as business execution meetings,
management meetings, joint management meetings, and various committees shall be prepared,
stored, and managed appropriately in accordance with the Document Management Regulations.
3) Approval documents for directors shall be properly stored and managed in accordance with theprovisions of the Approval Document Regulations.
(3) Regulations and other systems for managing the risk of loss for our corporate group
1) In preparation for the occurrence of serious risks to corporate management (large-scale accidents,
disasters, scandals, disputes, etc.), the director in charge of crisis management shall periodicallyreview and enhance the “Crisis Management Response Manual” and take measures to prevent theoccurrence of such problems. In addition, we will operate Business Continuity Management (BCM)
to ensure business continuity, and review the Business Continuity Plan (BCP) and related manuals
in a timely manner.
2) In the event of a significant problem involving our corporate group, the director in charge of crisis
management shall promptly convene a meeting of the CSR Committee to discuss countermeasures,and the designated director in charge shall implement the countermeasures appropriately.
(4) System to ensure the efficient execution of duties by directors of our corporate group1) Our company will maintain an internal system that enables prompt and rational decision-making
through the appropriate use of such meeting bodies as the business execution meetings, management
meetings, joint management meetings, and the CSR Committee.
2) We will enhance the internal system that enables the efficient execution of duties by reviewing andimproving internal regulations such as the distribution of duties among directors, segregation ofduties among divisions, and authority of duties.
3) The Internal Audit Office, which reports directly to the President, will audit the business operationsof the entire company, including group companies, in accordance with internal audit standards.
(5) System to ensure the appropriateness of business operations in our corporate group1) Our company shall establish a system to ensure the appropriateness of the group’s business- 34 -

operations by holding business execution meetings and management meetings consisting of theprincipal executives (including a full-time audit and supervisory committee member) of ourcorporate group and joint management meetings consisting of all executives of our corporate group,
based on an annual plan, to communicate and exchange information through regular reports on thefinancial status and other important information of the group companies.
2) In the event that our corporate group is found to have committed an improper act or a serious
violation of laws/regulations, the Articles of Incorporation, or internal regulations, or any other act
that may be a concern from a risk management perspective, the directors of our corporate group shallreport such act to the director in charge of crisis management. Upon receipt of the report, the director
in charge of crisis management shall promptly convene a meeting of the CSR Committee, investigate
the facts, and take necessary measures to avoid or mitigate the risk.
3) Our corporate group shall comply with all laws and regulations, including the Code of Conduct, as
described in the “Maruyama Group Compliance Manual.”(6) Matters concerning the employees to assist the audit and supervisory committee in the event that the audit
and supervisory committee requests the appointment of such employees (assistant employees)
Our company will assign one or more dedicated employees with extensive experience in thecompany’s business to assist the audit and supervisory committee in its duties.
(7) Matters concerning the independence of employees assisting the audit and supervisory committee fromdirectors
1) Employees assigned to assist the audit and supervisory committee shall not be subject to the direction
and orders of directors other than members of the audit and supervisory committee.
2) When transferring, assigning, disciplining, or otherwise changing the employees assigned to theaudit and supervisory committee, prior approval shall be obtained in coordination with the audit andsupervisory committee.

- 35 -

(8) System for reporting to the audit and supervisory committee by directors and employees of our corporategroup as well as other systems related to reporting to the audit and supervisory committee
1) In the event that a director or employee of our corporate group discovers any improper act or aserious violation of laws/regulations, the Articles of Incorporation, or internal regulations, or any
other act that may be a concern from a risk management perspective, he/she shall immediately reportsuch matter to the director in charge of crisis management, who shall report the matter to the audit
and supervisory committee without delay if such matter falls under the following items:
a. Matters that may cause significant damage to the company
b. Important matters related internal audit status and risk managementc. Material non-compliance, including reports through whistleblowing
d. Other important matters concerning the management of the company
2) If an employee assigned to the audit and supervisory committee discovers a material fact regarding
the preceding paragraph, he/she shall report it directly to the audit and supervisory committee
without delay.
3) We ensure that the reporter is protected so that he/she will not be treated disadvantageously formaking such a report.
(9) Other systems to ensure that audits by the audit and supervisory committee are conducted effectively
1) The departments of our corporate group shall promptly respond to and cooperate with investigations
and information gathering by employees assigned to the audit and supervisory committee based on
the instructions of the audit and supervisory committee.
2) When requested by the audit and supervisory committee to report on the execution of operations, thedirector or employee in charge will promptly make a report.
3) Audit and supervisory committee members may attend all important internal meetings and various
committees, including the business execution meetings, management meetings, and joint
management meetings without any conditions.
4) The Representative Directors, etc., and audit and supervisory committee members shall haveopportunities to exchange information on a regular basis.
5) Audit and supervisory committee members shall be able to receive advance payment andreimbursement of expenses necessary for the performance of their duties so as not to restrain theiraudit duties.
(10) Establishment of a system to ensure the appropriateness of financial reporting1) The Internal Audit Office shall appropriately evaluate the status of development and operation of theinternal control system to ensure the appropriateness of financial reporting.
2) In order to make the internal control system more effective in ensuring the appropriateness offinancial reporting, the Internal Control Promotion Committee shall play a central role in thedevelopment and appropriate operation of the system.

- 36 -

2.

Overview of the operation of the system to ensure the appropriateness of business operations(1) Execution of duties by directors
We have established the Rules of the Board of Directors and internal regulations to ensure that
directors act in accordance with laws, regulations, and the Articles of Incorporation. In the fiscal year
under review, the Board of Directors met 14 times, the business execution meetings met 12 times, themanagement meetings met 7 times, the joint management meetings met twice, and the extraordinary
management meetings met twice.
(2) Execution of duties by the audit and supervisory committee
Audit and supervisory committee members conduct audits in accordance with the audit plan
determined by the audit and supervisory committee, attend meetings of the Board of Directors, businessexecution meetings, management meetings, and joint management meetings, and regularly exchange
information with Representative Directors, an accounting auditor, and the Internal Audit Office to audit
the execution of duties by directors and confirm the status of the development and operation of internal
controls.
(3) Internal audits
We conduct internal audits of our company and its group companies in accordance with the internal
audit plan.
(4) Internal control over financial reporting
We evaluate internal control based on the basic policy for internal control over financial reporting.

- 37 -

VII

Policy on determination of dividends from surplus, etc.

In recognition that return of profits to shareholders is an important management issue, our company adopts
the basic policy to maintain stable dividends with a dividend payout ratio in the range between 25% and 30%,
while taking into consideration internal reserves and various investments necessary for future businessdevelopment and projected business performance. We also believe that it is important to further enhanceshareholder returns while maintaining sound management and responding to the future business environment.
Going forward, we will work to improve the dividend payout ratio, acquire treasury shares, and enhanceshareholder benefits, and actively strive to heighten the dividend level stably on a long term.
Based on this basic policy, our Board of Directors decided on November 14, 2023 to pay a year-end
dividend of 75 yen per share, with a payment date of December 22, 2023.
Amount determined
Results in the previous year (FY 9/2022)
Dividend per share

75 yen55 yenTotal dividends

330 million yen

248 million yen

Payment start date

Friday, December 22, 2023

Friday, December 23, 2022

Dividend source

Retained earnings

Retained earnings
Dividend payout ratio

Dividends only

27.1%

Dividend payout ratio including shareholder benefits

28.4%
Total return ratio

Dividends

330 million yen

Total shareholder benefits

15 million yen

Total number of shares repurchased

263 million

Total

609 million yen

Total return ratio(Note)

50.0%

Amounts shown in this business report are rounded down to the indicated unit.

- 38 -

Consolidated balance sheet
Item(as of September 30, 2023)
AmountItem(Assets)
Current assets
Cash and deposits
Notes receivable
Accounts receivable-trade
Electronically recorded monetary claims
Securities
Merchandise and finished products
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts
Fixed assets
Property, plant, and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Construction in progress
Other
Intangible assets
Other
Investments and other assets
Investment securities
Assets for retirement benefits
Deferred tax assets
Other
Allowance for doubtful accounts

Total assets(Note)(Unit: million yen)Amount(Liabilities)
22,515
4,322
88
5,467

Current liabilities
Notes and accounts payable-trade
Electronically recorded obligations
Short-term borrowings
Corporate bonds redeemable within one
year
Current portion of long-term borrowings
Accounts payable-other
Income taxes payable
Contract liabilities
Reserve for bonuses
Reserve for product warranties
Reserve for shareholder benefits
Other
Fixed liabilities
Corporate bonds
Long-term borrowings
Liabilities for retirement benefits
Deferred tax liabilities
Asset retirement obligation
Long-term accounts payable-other
Other
Total liabilities(Net assets)
Shareholders’ equity
CapitalCapital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Foreign currency translation adjustment
Cumulative adjustment related to retirement
benefits
Non-controlling interest
Total net assets
Total liabilities and net assets

2,257
51
5,969
329
2,590
1,443
-5
14,218
9,236
3,780
1,081
2,745
1,099
529
83
83
4,897
3,744
667
294
203
-13

36,733

The figures have been rounded off to the nearest million yen.

- 39 -

15,001
1,919
6,041
4,323
10
13
1,259
139
42
618
91
15
526
2,265
30
609
7
366
179
865
207
17,267
16,911
4,651
4,489
8,960
-1,190
2,451
1,494
321
636
102
19,46636,733

Consolidated profit-and-loss statement(from October 1, 2022 to September 30, 2023)

Item(Unit: million yen)AmountNet sales

41,426

Cost of sales

30,853Gross profit

10,573

Selling and general administrative expenses

8,840

Operating income

1,732

Non-operating income
Interest received

1

Dividends received

87

Other

51

140

Non-operating expenses
Interest paid

29

Loss on sale of receivables

19

Financial related commission

41

Other

56

Ordinary income

146
1,726

Extraordinary income
Gain from sale of fixed assets

6

Gain on revision of retirement benefit plan

36

Other

0

42

5

5

Extraordinary loss
Loss on disposal of fixed assets
Net income before taxes and other adjustments

1,764

Income taxes-current

259

Income taxes in previous fiscal years-26

Deferred income taxes

279

Net income

1,251

Net income attributable to non-controlling interest

32

Net income attributable to owners of parent(Note)

512

1,218

The figures have been rounded off to the nearest million yen.

- 40 -

Balance sheet(as of September 30, 2023)
Item(Unit: million yen)AmountItem(Assets)
Current assets

Amount(Liabilities)
19,508Current liabilities

Cash and deposits

2,447

Notes payable

Notes receivable14

15,4010Electronically recorded obligations

4,233

Accounts receivable-trade

4,864

Accounts payable-trade

3,691Electronically recorded monetary claims

2,222

Short-term borrowings

4,100

Securities

Short-term borrowings from subsidiaries
and associates

51

Merchandise and finished products

450

4,091

Accounts payable-other

1,977

292

Income taxes payable49

Raw materials and supplies

1,416

Contract liabilities

41

Accounts receivable-other

2,932

Reserve for bonuses

469

Other

1,175

Reserve for product warranties

68

Fixed assets

13,099Reserve for shareholder benefits

15

7,515

Other

305

Buildings

2,807

Fixed liabilities

1,797

Structures

117

Long-term borrowings

570

Machinery and equipment

794

Liabilities for retirement benefits

1401Long-term deposits payable

116

325

Asset retirement obligation

179

Long-term accounts payable-other729

Work in process

Property, plant, and equipment

VehiclesTools, furniture and fixtures
Land

2,547

Lease assets

15

Construction in progress

906

Intangible assets

Other
Total liabilities

61
17,199

83

Other

83

(Net Assets)

Investments and other assets

5,500

Investment securities

3,536

Shareholders’ equity
Capital

4,651

Shares of affiliates

1,448

Capital surplus

4,489

Investment in capital

2

Capital reserve

1,225

Investment in affiliates

126

Long-term loans to affiliates

232

Other capital surplus

3,264

Deferred tax assets

74

Other

93

Reserve for reduction entry

Allowance for doubtful accounts-13

General reserve

1,100

Retained earnings carried forward

4,859

Retained earnings
Other retained earnings

Treasury shares
Valuation and translation adjustments

Total assets(Note)

13,91632,607

The figures have been rounded off to the nearest million yen.

- 41 -

5,965
5,965
5

-1,1901,491

Valuation difference on available-for-salesecurities

1,491

Total net assets

15,407

Total liabilities and net assets

32,607

Profit-and-loss statement(from October 1, 2022 to September 30, 2023)

Item(Unit: million yen)AmountNet sales

37,505

Cost of sales

29,053Gross profit

8,451

Selling and general administrative expenses

7,753

Operating income

697

Non-operating income
Interest received

14

Dividends received

171

Reversal of allowance for doubtful accounts

143

Other

107

436

Non-operating expenses
Interest paid

24

Loss on sale of receivables

19

Financial related commission

41

Exchange loss

31

Other

12

Ordinary income

129
1,005

Extraordinary income
Gain from sale of fixed assets

1

Gain on revision of retirement benefit plan

26

Other

0

28

4

4

Extraordinary loss
Loss on disposal of fixed assets
Net income before taxes

1,029

Income taxes-current

102

Income taxes in previous fiscal years-21

Deferred income taxes

234

Net income

316
713

(Note) The figures have been rounded off to the nearest million yen.

- 42 -

Certified copy of the audit report on consolidated financial statements by accounting auditor
Audit Report by Independent Auditor
November 14, 2023

To the Board of Directors of Maruyama Mfg. Co., Inc.
Fujimi Audit Corporation
Tokyo Office
Representative Partner,
Executive Member
Executive Member

Certified Public
Accountant
Certified Public
Accountant

Takeshi Onogi
Miho Toriumi

Audit opinions
Our audit corporation audited the consolidated financial statements (consolidated balance sheet,consolidated profit-and-loss statement, consolidated statements of changes in net assets, and notes to them) of
Maruyama Mfg. Co., Inc. for the consolidated fiscal year from October 1, 2022 to September 30, 2023, in
accordance with Article 444, Paragraph 4 of the Companies Act.
Our audit corporation confirmed that the above consolidated financial statements comply with thecorporate accounting standards that are generally considered as fair and appropriate in Japan and appropriately
indicate the statuses of assets, profit, and loss of the corporate group composed of Maruyama Mfg. Co., Inc.
and its consolidated subsidiaries in the period covered by said consolidated financial statements in allimportant aspects.
Grounds for the audit opinions
Our audit corporation conducted this audit, in accordance with the audit standards that are generally
considered as fair and appropriate in Japan. The responsibilities of our audit corporation in the audit standards
are described in the section titled “Responsibilities of auditors in the audit of consolidated financial
statements.” Our audit corporation is independent of your company and consolidated subsidiaries inaccordance with the Japanese regulations regarding professional ethics, and fulfills our ethical responsibilities
as an auditor. Our audit corporation believes that we have obtained a sufficient amount of appropriate auditing
evidence for expressing opinions.
Other items
Other items are the business report and attached statements. Employers are responsible for producing anddisclosing them. The audit and supervisory committee is responsible for overseeing the execution of duties of
directors in determining and operating the process of reporting the other items.
Our audit corporation’s opinions about the consolidated financial statements do not cover the other items.
Our audit corporation does not express opinions about them.
When auditing the consolidated financial statements, our audit corporation is responsible for reading
through the other items, checking whether there is any serious discrepancy between the contents of the otheritems and the consolidated financial statements or our knowledge obtained through the audit, and also
checking whether there is any sign of significant errors in the other items other than serious discrepancies.
If our audit corporation finds any significant error in the other items during our audit, we are required toreport this fact.

- 43 -

There are no other items to be reported by our audit corporation regarding the other items.
Responsibilities of employers and the audit and supervisory committee with respect to the consolidated
financial statements
Employers are responsible for producing and appropriately indicating the consolidated financial statementsin accordance with the corporate accounting standards that are generally considered as fair and appropriate inJapan. Their responsibilities include the establishment and operation of an internal control system that is
considered necessary by them for producing and appropriately indicating the consolidated financial statementsthat do not include serious false contents due to misconduct or error.
At the time of production of the consolidated financial statements, employers are responsible for judging
whether or not it is appropriate to produce the consolidated financial statements under the going concern
assumption, and disclosing the going concern items, if it is necessary to do so in accordance with the corporate
accounting standards that are generally considered as fair and appropriate in Japan.
The audit and supervisory committee is responsible for overseeing the execution of duties of directors indetermining and operating a financial reporting process.
Responsibilities of auditors when auditing the consolidated financial statements
Auditors are responsible for obtaining a reasonable guarantee about whether the consolidated financial
statements have no serious false contents due to misconduct or error through their audits, and expressing theiropinions about the consolidated financial statements from an independent viewpoint in their audit reports.
False contents may be produced through misconduct or error. If such false contents are likely to individuallyor collectively affect the decision making of those who have read the consolidated financial statements, they
are considered as material.
Auditors are supposed to make professional judgments and conduct the following while maintaining
professional skepticism in the auditing process, in accordance with the auditing standards that are generally
considered as fair and appropriate in Japan.
• To identify and evaluate material false indication risks due to misconduct or error, and then design andimplement auditing procedures to cope with the material false indication risks. The selection andapplication of auditing procedures depend on the judgments of auditors. Furthermore, auditors obtain asufficient volume of appropriate auditing evidence for expressing their opinions.
• The objective in auditing the consolidated financial statements is not to express opinions about theeffectiveness of internal control, but auditors discuss the internal control related to audits, in order to design
appropriate auditing procedures according to situations when evaluating risks.
• To evaluate the appropriateness of the accounting policy and its application method adopted by employers,
the rationality of estimation in accounting carried out by employers, and the validity of related notes.
• To determine whether or not it is appropriate for employers to produce the consolidated financial statements
under the going concern assumption and whether or not there are material uncertainties over the events orsituations that would cause serious doubts about the going concern assumption, based on the obtained
auditing evidence. If there is any material uncertainty over the going concern assumption, auditors need togive instructions about the notes of the consolidated financial statements, and if the notes of the consolidated
financial statements regarding material uncertainties are not appropriate, auditors need to express theirmodified opinions of the consolidated financial statements in their audit reports. The conclusion of auditors
is based on the auditing evidence they have obtained before the date of submitting their audit report, butthere is a possibility that an enterprise will become unable to keep existing as a going business, according
to future events or situations.

- 44 -

• To check whether or not the indication and notes of the consolidated financial statements comply with thecorporate accounting standards that are generally considered as fair and appropriate in Japan and whether
or not the indication, structure, and contents of the consolidated financial statements, including related
notes, and transactions and accounting events based on the consolidated financial statements are indicatedappropriately.
• To obtain a sufficient volume of appropriate auditing evidence regarding the financial information of yourcompany and consolidated subsidiaries, in order to express opinions about the consolidated financial
statements. Auditors are responsible for giving instructions on, supervising, and implementing the audit ofconsolidated financial statements. Auditors are responsible for their respective audit opinions.
Auditors report to the audit and supervisory committee the ranges of audits they planned, their dates,
material findings in audits, such as serious defects in internal control founded during audits, and other items
demanded by the auditing standards.
Auditors report to the audit and supervisory committee the observance of the Japanese regulations on
professional ethics regarding independence, items that are reasonably considered to affect the independenceof auditors, and the details of safeguard measures for removing or alleviating constraints if any.
Interests
Between your company or consolidated subsidiaries and our audit corporation or executive members, there
are no interests that should be described in accordance with the Certified Public Accountants Act.

- 45 -

Certified copy of the audit report by accounting auditor
Audit Report by Independent Auditor
November 14, 2023

Maruyama Mfg. Co., Inc.
To the Board of Directors of Maruyama Mfg. Co., Inc.
Fujimi Audit Corporation
Tokyo Office
Representative Partner,
Executive Member
Executive Member

Certified Public
Accountant
Certified Public
Accountant

Takeshi Onogi
Miho Toriumi

Audit opinions
Our audit corporation audited the financial statements (non-consolidated balance sheet, non-consolidated
profit-and-loss statement, non-consolidated statements of changes in net assets, and notes to them) andattached statements (“the non-consolidated financial statements”) of Maruyama Mfg. Co., Inc. for the 88th
fiscal year from October 1, 2022 to September 30, 2023, in accordance with Article 436, Paragraph 2, Item 1of the Companies Act.
Our audit corporation confirmed that the above non-consolidated financial statements comply with thecorporate accounting standards that are generally considered as fair and appropriate in Japan and appropriately
indicate the statuses of assets, profit, and loss in the period covered by said non-consolidated financial
statements in all important aspects
Grounds for the audit opinions
Our audit corporation conducted this audit, in accordance with the audit standards that are generally
considered as fair and appropriate in Japan. The responsibilities of our audit corporation in the audit standards
are described in the section titled “Responsibilities of auditors in the audit of non-consolidated financial
statements.” Our audit corporation is independent of your company in accordance with the Japanese
regulations regarding professional ethics, and fulfills our ethical responsibilities as an auditor. Our audit
corporation believes that we have obtained a sufficient amount of appropriate auditing evidence for expressing
opinions.
Other items
Other items are the business report and attached statements. Employers are responsible for producing anddisclosing them. The audit and supervisory committee is responsible for overseeing the execution of duties of
directors in determining and operating the process of reporting the other items.
Our audit corporation’s opinions about the non-consolidated financial statements do not cover the otheritems. Our audit corporation does not express opinions about them.
When auditing the non-consolidated financial statements, our audit corporation is responsible for reading
through the other items, checking whether there is any serious discrepancy between the contents of the otheritems and the non-consolidated financial statements or our knowledge obtained through the audit, and also
checking whether there is any sign of significant errors in the other items other than serious discrepancies.
If our audit corporation finds any significant error in the other items during our audit, we are required toreport this fact.

- 46 -

There are no other items to be reported by our audit corporation regarding the other items.
Responsibilities of employers and the audit and supervisory committee with respect to the non-consolidated
financial statements
Employers are responsible for producing and appropriately indicating the non-consolidated financial
statements in accordance with the corporate accounting standards that are generally considered as fair andappropriate in Japan. Their responsibilities include the establishment and operation of an internal control
system that is considered necessary by them for producing and appropriately indicating the non-consolidated
financial statements that do not include serious false contents due to misconduct or error.
At the time of production of the non-consolidated financial statements, employers are responsible for
judging whether or not it is appropriate to produce the non-consolidated financial statements under the going
concern assumption, and disclosing the going concern items, if it is necessary to do so in accordance with thecorporate accounting standards that are generally considered as fair and appropriate in Japan.
The audit and supervisory committee is responsible for overseeing the execution of duties of directors indetermining and operating a financial reporting process.
Responsibilities of auditors when auditing the non-consolidated financial statements
Auditors are responsible for obtaining a reasonable guarantee about whether the non-consolidated financial
statements have no serious false contents due to misconduct or error through their audits, and expressing theiropinions about the non-consolidated financial statements from an independent viewpoint in their audit reports.
False contents may be produced through misconduct or error. If such false contents are likely to individuallyor collectively affect the decision making of those who have read the non-consolidated financial statements,
they are considered as material.
Auditors are supposed to make professional judgments and conduct the following while maintaining
professional skepticism in the auditing process, in accordance with the auditing standards that are generally
considered as fair and appropriate in Japan.
• To identify and evaluate material false indication risks due to misconduct or error, and then design andimplement auditing procedures to cope with the material false indication risks. The selection andapplication of auditing procedures depend on the judgments of auditors. Furthermore, auditors obtain asufficient volume of appropriate auditing evidence for expressing their opinions.
• The objective in auditing the non-consolidated financial statements is not to express opinions about theeffectiveness of internal control, but auditors discuss the internal control related to audits, in order to design
appropriate auditing procedures according to situations when evaluating risks.
• To evaluate the appropriateness of the accounting policy and its application method adopted by employers,
the rationality of estimation in accounting carried out by employers, and the validity of related notes.
• To determine whether or not it is appropriate for employers to produce the non-consolidated financial
statements under the going concern assumption and whether or not there are material uncertainties overthe events or situations that would cause serious doubts about the going concern assumption, based on theobtained auditing evidence. If there is any material uncertainty over the going concern assumption, auditors
need to give instructions about the notes of the non-consolidated financial statements, and if the notes of
the non-consolidated financial statements regarding material uncertainties are not appropriate, auditors
need to express their modified opinions of the non-consolidated financial statements in their audit reports.
The conclusion of auditors is based on the auditing evidence they have obtained before the date ofsubmitting their audit report, but there is a possibility that an enterprise will become unable to keep existing
as a going business, according to future events or situations.
• To check whether or not the indication and notes of the non-consolidated financial statements comply withthe corporate accounting standards that are generally considered as fair and appropriate in Japan andwhether or not the indication, structure, and contents of the non-consolidated financial statements,
including related notes, and transactions and accounting events based on the non-consolidated financial
statements are indicated appropriately.

- 47 -

Auditors report to the audit and supervisory committee the ranges of audits they planned, their dates,
material findings in audits, such as serious defects in internal control founded during audits, and other items
demanded by the auditing standards.
Auditors report to the audit and supervisory committee the observance of the Japanese regulations on
professional ethics regarding independence, items that are reasonably considered to affect the independenceof auditors, and the details of safeguard measures for removing or alleviating constraints if any.
Interests
Between your company and our audit corporation or executive members, there are no interests that should
be described in accordance with the Certified Public Accountants Act.

- 48 -

Certified copy of the audit report by the audit and supervisory committee
Audit Report
The audit and supervisory committee audited the execution of duties by directors in the 88th fiscal year from October 1, 2022 to September
30, 2023. The method and results thereof are as follows.
1. Method and details of the audit
The audit and supervisory committee regularly received reports about the details of the resolutions of the Board of Directors regarding (b)and (c) of Article 399-13, Paragraph 1, Item 1 of the Companies Act and the statuses of establishment and operation of a system developed basedon said resolutions (the internal control system) from directors, employees, and others; demanded explanations when necessary, expressed our
opinions, and conducted an audit with the following method.
(1) In accordance with the auditing policy, the allocation of duties, etc., specified by the audit and supervisory committee, we attended
important meetings, received reports about the execution of duties of directors, employees, and others from them, demanded explanations
when necessary, browsed documents on important decisions, etc., and investigated the situations of business operations and assets at theheadquarters and major offices, in cooperation with the Internal Audit Department and other departments in charge of internal control,
while utilizing telephone lines, the Internet, etc. For subsidiaries, we communicated and exchanged information with the directors, audit
and supervisory committee members, and others of subsidiaries, and received business reports from subsidiaries when necessary.
(2) We oversaw and checked whether the accounting auditor maintains its independent position and conducts appropriate audits, received
reports on the status of execution of duties of the accounting auditor from them, and demanded explanations when necessary. In addition,
the accounting auditor informed us that a “system for ensuring appropriate execution of duties (items mentioned in Article 131 of theRegulation on Corporate Accounting)” has been established in accordance with “the Quality Control Standards for Audit (BusinessAccounting Council)” and so on, and we demanded explanations when necessary.
Based on the above methods, we examined the business report and attached statements, non-consolidated financial statements (nonconsolidated balance sheet, non-consolidated profit-and-loss statement, non-consolidated statements of changes in net assets, and notes to thenon-consolidated financial statements), attached statements, and consolidated financial statements (consolidated balance sheet, consolidated
profit-and-loss statement, consolidated statements of changes in net assets, and notes to consolidated financial statements) for the relevant fiscal
year.
2. Results of the audit(1) Results of the audit of the business report, etc.
(1) We confirmed that the business report and attached statements comply with laws, regulations, and the Articles of Incorporation
and accurately describe the situation of the company.
(2) There is no misconduct related to the execution of duties by directors or serious violation of laws, regulations, or the Articles ofIncorporation.
(3) We confirmed that the resolution of the Board of Directors regarding the internal control system is appropriate. In addition, there
are no items to be pointed out in the business report regarding said internal control system or execution of duties by directors.
(2) Results of the audit of the non-consolidated financial statements and attached statements
We confirmed that the method and results of the audit conducted by Fujimi Audit Corporation are appropriate.
(3) Results of the audit of the consolidated financial statements
We confirmed that the method and results of the audit conducted by Fujimi Audit Corporation are appropriate.
November 14, 2023

Audit and supervisory committee of Maruyama Mfg. Co., Inc.
Full-time audit and supervisory committee
member (Outside Director)
Audit and supervisory committee member(Outside Director)
Audit and supervisory committee member(Outside Director)- 49 -

Hiroyuki Hatano(Seal)

Atsushi Toki

(Seal)

Takashi Sekigawa(Seal)

Topics
World's First Two-Stroke Hydrogen Engine for Small Work Equipment Successfully Operated Safely
We are the first company in the world to succeed in stable operation with 100% hydrogen fuel in a compact twostroke engine that can be installed on OPE* products such as mowers. With this accomplishment, we will realize
cleaner exhaust gas and will work on hydrogen utilization research toward achieving carbon neutrality whilebalancing further environmental conservation and professional-use workability.
* OPE: Small outdoor work equipment used for horticulture, agriculture, forestry, etc. Abbreviation for Outdoor
Power Equipment.
Compared to four-stroke engines, twostroke engines have a simpler structure,
allowing them to be smaller and lighter for
people to hold or carry on their backs. They
also have excellent maintainability because
they do not have a valve system such as an
exhaust valve or an intake valve.
Two-stroke hydrogen engine

Engine structure diagram

In testing, we built a prototype based ona mass-produced type, single-cylinder twostroke gasoline engine with a displacementof 80 cm3, and achieved stable operation
using hydrogen fuel. Currently, the engine
is operated on a test bench and hydrogen is
supplied from an external supply facility. In
the future, we plan to use a cassette cylinder
system and downsize parts to create a
prototype machine capable of performing
work outside.
Mechanism of two-stroke hydrogen engine combustion

As demonstrated through our recent development of two-stroke hydrogen engine, we will continue to develop
technologies and provide products and services that contribute to realizing a sustainable society.

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Aired "habiller" TV Commercial
We aired a TV commercial for “habiller,” an ultra-fine bubble shower head designed for comfort in taking ashower, in Fukuoka Prefecture from October 1 to 31, 2023.
With a history of continuing to research water flow for over 125 years since the company’s foundation, ourcompany developed this showerhead “habiller” by infusing our proprietary ultra-fine bubble technology, which isalso used in agricultural and industrial applications.
Under the theme of “habiller for your showering pleasure,” we created three commercial patterns that introduce
the comfort of showering with a generous amount of water, which is not a mist, plus ultra-fine bubbles to offer threefocused effects: staying moisturized, washing power, and retaining warmth. The commercial is also available on theweb.
We will distribute “habiller” discount coupons that can be used on our Rakuten EC site as this year's shareholder
benefit. Please see page 60 for details.

habiller for yourshowering pleasure
Singing version

habiller for yourshowering pleasure
Sweaty child version

habiller for yourshowering pleasure
Nice & warm version- 51 -

habiller
Websitehabiller
Rakuten EC siteEstablished Indian Local Subsidiary, MARUYAMA MFG INDIA PRIVATE LIMITEDOur company has established a local subsidiary, MARUYAMA MFG INDIA PRIVATE LIMITED, with the aimof establishing a system for the manufacture, sale and servicing of pest control machines optimized for the Indian
market, and commenced operations on September 1, 2023.
We have been working with Indian companies to develop our high clearance boom series, which has provensuccessful in Japan, tailored to the Indian market and export them. Since the operating environment and field
conditions in India are different from those in Japan, we were responding to problems encountered in the field by
providing feedback to the design department in Japan every time.
With the recent establishment of a local subsidiary, we will be able to develop our products quickly by directlyreflecting local information and customer feedback on the environment where the machine is used, national traits
of users, and user-friendly machines appropriate for the crops grown, among others. In addition, by outsourcing
production to local factories and performing processes from parts procurement to production in India, we will beable to provide products that meet local costs. We will carry out design, development, and durability tests locally,and strive to provide after-sales service plans based on work conditions. Through deploying locally rooted products
and services, we will aim to contribute to further developing Indian agriculture.
Company name:MARUYAMA MFG INDIA PRIVATE LIMITED
Location:
4th Floor, JMD Regent Arcade, DLF Phase 1, Sector-28,MG Road, DLF QE Dlf Qe Gurgaon HR 122002 IN
Capital:90 million rupees
Date of establishment: June 26, 2023
Start of operations: September 1, 2023
Business description: Manufacturing and sale of agricultural and forestry machinery in India- 52 -

Began Distributing the Podcast “Akarui Agriculture RADIO MARUYAMA” and “note” Streaming
As part of our public relations activities, our company began distributing the podcast “Akarui Agriculture
RADIO MARUYAMA” and “note” streaming.
Podcast is a service that distributes audio data over the Internet, and “Akarui Agriculture RADIO MARUYAMA”
is distributed once a week as a place to share the joy of agriculture and our company's initiatives.
“note” is a service that allows you to send and share article content, mainly texts, and includes transcribed articlesof “Akarui Agriculture RADIO MARUYAMA” and others.
Both services are available for use free of charge. We hope you will enjoy watching them.

Podcast “Akarui Agriculture RADIO MARUYAMA”

note (MARUYAMA Official)- 53 -