(TRANSLATION)
 ARTICLES OF INCORPORATION
OF
MAKITA CORPORATION  (Kabushiki Kaisha Makita)
 
 CHAPTER I
 GENERAL PROVISIONS
 Article 1. (Corporate name)
  Article 2. (Purpose)
  1.
    
    Manufacture and sale of machine tools including electric power tools, and
pneumatic tools and engine-powered tools, etc., and wood-working tools;2.
    
    Manufacture and sale of electric machinery and equipment, gardening machinery
and various other machinery and equipment;3.
    
    Manufacture and sale of interior furnishings and household goods and their
installation work;4.
    
    Purchase, sale, lease and management of real estate;5.
    
    Operation of sporting and recreational facilities;6.
    
    Casualty insurance agency and business relating to offering of life insurance;7.
    
    Tourist business under the Travel Agency Law;8.
    
    Acquisition, assignment and licensing of industrial property right, copyright
and other intellectual property right and provision of technical guidance;9.
    
    Investment in various kinds of business; and10.
    
    All other business incidental or relative to any of the preceding items.
 Article 3. (Location of head office)
  Article 4. (Organizations)
  (1)
    
    Board of Directors(2)
    
    Statutory Auditors(3)
    
    Board of Statutory Auditors(4)
    
    Accounting Auditors
 Article 5. (Method by which public notice is made)
 Nihon Keizai
Shimbun.




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CHAPTER II
 SHARES
 Article 6. (Total number of shares authorized to be issued)
  Article 7. (Acquisition of treasury stock)
  Article 8. (Number of shares constituting one unit)
  Article 9. (Sale of shares constituting less than a full unit)
  Article 10. (Transfer agent)
 (1)
    
    The Company shall appoint a transfer agent.(2)
    
    The transfer agent and its handling office shall be designated by a resolution of the
Board of Directors and public notice thereof shall be given.(3)
    
    The transfer agent shall prepare and keep the register of shareholders and the register
of stock acquisition rights, and the business pertaining to the register of shareholders and
the register of stock acquisition rights shall be handled by the transfer agent and the
Company shall not handle these matters.
 Article 11. (Share handling regulations)
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CHAPTER III
 GENERAL MEETINGS OF SHAREHOLDERS
 Article 12. (Convocation)
  Article 13. (Record date)
  Article 14. (Chairman of meetings)
  Article 15. (Disclosure through the Internet and deemed delivery of reference documents for general
meeting of shareholders)
  Article 16. (Method of adopting resolutions)
 (1)
    
    Unless otherwise provided for in laws or regulations or in these Articles of
Incorporation, all resolutions of a general meeting of shareholders shall be adopted by a
majority of the votes of the attending shareholders entitled to exercise voting rights.(2)
    
    Resolutions provided for in Article 309, Paragraph 2 of the Company Law shall be adopted
by not less than two-thirds (2/3) of the votes of the attending shareholders who hold not
less than one-third (1/3) of the votes of the shareholders entitled to exercise voting
rights.
 Article 17. (Exercise of voting rights by proxy)
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CHAPTER IV
 DIRECTORS AND BOARD OF DIRECTORS
 Article 18. (Number)
  Article 19. (Election)
 (1)
    
    Directors shall be elected at general meetings of shareholders.(2)
    
    In order to adopt resolutions for the election of Directors, shareholders holding not less
than one-third (1/3) of the voting rights of the shareholders entitled to exercise voting
rights shall be present thereat and a majority of the votes of such shareholders shall be
required.(3)
    
    Cumulative voting shall not be used for the election of Directors.
 Article 20. (Terms of office)
 (1)
    
    The terms of offices of Directors shall expire at the conclusion of the ordinary general
meeting of shareholders held with respect to the last business year ending within two (2)
years from their election.(2)
    
    The term of office of any Director elected to increase the number of the Directors or to
fill a vacancy shall expire upon the expiration of the terms of offices of the other
Directors then in office.
 Article 21. (Election of Representative Directors, etc.)
 (1)
    
    The Board of Directors shall select Directors who have the power to represent the
Company.(2)
    
    By a resolution of the Board of Directors, a chairman, one or more vice chairmen, a
president, one or more executive vice presidents, senior managing directors (senmu) and
managing directors (jomu) may be appointed.
 Article 22. (Convocation of meetings)
  Article 23. (Chairman)
  Article 24. (Board of Directors)
  Article 25. (Deemed resolutions of the Board of Directors)
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Article 26. (Advisers and consultants)
  Article 27. (Remuneration, etc.)
  Article 28. (Liability Limitation Agreement with Outside Directors)
  CHAPTER V
 STATUTORY AUDITORS
AND BOARD OF STATUTORY AUDITORS
 Article 29. (Number)
  Article 30. (Election)
 (1)
    
    Statutory Auditors shall be elected at general meetings of shareholders.(2)
    
    In order to adopt resolutions for the election of Statutory Auditors, shareholders
holding not less than one-third (1/3) of the voting rights of the shareholders entitled to
exercise voting rights shall be present thereat and a majority of the votes of such
shareholders shall be required.
 Article 31. (Terms of office)
 (1)
    
    The terms of offices of Statutory Auditors shall expire at the conclusion of the ordinary
general meeting of shareholders held with respect to the last business year ending within
four (4) years from their election.(2)
    
    The term of office of any Statutory Auditor elected to fill a vacancy caused by
retirement of a Statutory Auditor before the expiration of his or her term of office shall
expire when the term of office of his or her predecessor would have expired.
 Article 32. (Convocation of meetings)
  Article 33. (Remuneration, etc.)
  Article 34. (Liability limitation agreement with Outside Statutory Auditors)
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CHAPTER VI
 ACCOUNTS
 Article 35. (Business year)
  Article 36. (Dividends from surplus)
  Article 37. (Interim dividends)
  Article 38. (Prescription period for dividends)
  (ADDENDUM)
 Article 1.
  Article 2.
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