convocation notice of the 97th ordinary … · convocation notice of the 97th ordinary general...

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Securities code: 6440

March 2, 2012 To All Shareholders:

Akira Kiyohara President JUKI CORPORATION 2-11-1, Tsurumaki, Tama-shi, Tokyo, Japan

CONVOCATION NOTICE OF THE 97TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our sincere sympathy to those people affected by the Great East Japan Earthquake. We hope for the earliest possible recovery of the afflicted areas.

You are cordially invited to attend the 97th Ordinary General Meeting of Shareholders (the “Meeting”) of JUKI CORPORATION (the “Company”) to be held as indicated below.

If you are unable to attend the Meeting, you may exercise your voting rights in writing. Please review the enclosed “Reference Materials for the Ordinary General Meeting of Shareholders, ” indicate “for” or “against” for each of the proposals in the Voting Right Exercise Form, and return the form to us no later than 6:00 p.m., Tuesday, March 27, 2012 (Japan Standard Time).

Thank you very much for your cooperation.

1. Date and Time: March 28, 2012 (Wednesday) at 10:00 a.m.

The date of the Meeting does not correspond with the date of the previous Ordinary General Meeting of Shareholders (June 28, 2011) because the Company changed its fiscal year-end from March 31 to December 31.

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

3. Meeting Agenda: Report matters: 1. The Business Report, the Consolidated Financial Statements for the 97th

Fiscal Year (April 1, 2011 to December 31, 2011) and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors

2. Non-consolidated Financial Statements for the 97th Fiscal Year (April 1, 2011 to December 31, 2011)

Resolution matters: First proposal: Appropriation of Surplus Second proposal: Election of 7 Directors Third proposal: Election of 2 Corporate Auditors Fourth proposal: Election of 2 Substitute Corporate Auditors ----------------------------------------------------------------------------------------------------------------------------- - If you plan to attend the Meeting, please submit the enclosed Voting Right Exercise Form to the

receptionist at the Meeting. - Any amendments to the Reference Materials for the Ordinary General Meeting of Shareholders, Business

Report, Non-consolidated Financial Statements, and Consolidated Financial Statements will be posted on the Company’s website (URL: http://www.juki.co.jp).

These documents have been translated from Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. JUKI CORPORATION assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

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(Attached materials)

Business Report (April 1, 2011 to December 31, 2011)

The Company changed its fiscal year-end from March 31 to December 31 by a resolution of the 96th

Ordinary General Meeting of Shareholders held on June 28, 2011. Owing to this change, the 97th fiscal year became a nine-month period from April 1, 2011 to December

31, 2011. Consequently, in the business report for the fiscal year 2011, comparisons with the previous fiscal year regarding results are made on the basis of the nine-month period from April 1, 2010 to December 31, 2010.

(million yen) Same period of the previous fiscal year

Fiscal year under review Change

Item April 1, 2010 to

December 31, 2010 April 1, 2011 to

December 31, 2011 Amount Growth rate Net sales 66,273 65,326 (947) (1.4)%Ordinary income 863 1,374 510 59.2% Net income 1,112 726 (385) (34.7)% 1. Overview of the JUKI Group (the “Group”) (1) Business Progress and Results

In fiscal year 2011 (“FY 2011”), consolidated net sales came to 65,326 million yen (down by 947 million yen, or 1.4%, from the same period of the previous fiscal year), mainly because of the effects of stagnant capital investment demand due to financial restraint in China as well as the appreciation of the yen to record levels, despite being underpinned by robust demand in Asian regions and in the Americas and Europe. Consolidated ordinary income was 1,374 million yen (up by 510 million yen, or 59.2%), thanks mainly to the effects of cost reduction measures and price revisions, as well as cover provided by forward exchange contracts. Furthermore, the Group posted consolidated net income of 726 million yen, mainly reflecting loss on valuation of securities held and the effects of a revision to the corporate tax system (owing to factors including the posting of extraordinary income from the sale of the former head office land and building in the same period of the previous fiscal year, net income was down by 385 million yen, or 34.7%, from the same period of the previous fiscal year).

Business results by major segment are as follows:

1) Sewing Machinery Business Consolidated net sales of the Sewing Machinery Business as a whole were 42,460 million yen (down

by 2.3% from the same period of the previous fiscal year) because of such factors as the effects of stagnant capital investment demand due to financial restraint in China, despite increased demand in emerging countries in Asia and other regions. 2) Electronic Assembly Systems Business (SMT systems, etc.)

Although sales grew in the Americas and Europe, demand was depressed in China. As a result, consolidated net sales of the Electronic Assembly Systems Business as a whole were 17,210 million yen (down by 3.3% from the same period of the previous fiscal year).

(2) Capital Investments

Capital investment totaling 939 million yen was disbursed in FY 2011, including 653 million yen for machinery, equipment and vehicles and 275 million yen for tools, furniture and fixtures.

(3) Financing

Financing for FY 2011 was arranged using the Group’s own funds and borrowings from financial institutions.

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(4) Issues to Address

Last year, the Group established a new mid-term management plan for FY 2011 through FY 2013 (J Number One Plan), aiming to become a strong company which thrives through the 21st century as a global specialist in Monodzukuri (the art of product making). In FY 2012 we will work to achieve this through the following five key initiatives:

1) Strengthening of sales and cost reductions

We will strengthen our sales force in countries and regions such as China and Southeast Asia. Especially for our Sewing Machinery Business, we will also strengthen our sales force for the entry markets of Russia and Central and South America, among others. Furthermore, in addition to strengthening our overseas procurement of parts and expanding overseas production, we will push forward with cost reductions by making use of alliances. 2) Expansion of business fields

In the Sewing Machinery Business and the Electronic Assembly Systems Business, we will strengthen our sales of solutions and expand business fields. We will also plan and promote new businesses. 3) Promotion of a global production strategy

We will push forward with strengthening the capabilities of our overseas plants in China and Vietnam, as well as studies into a new production base in continuation from them. 4) Business operation innovation at the Development Center

We will strengthen our development capabilities at overseas development bases in order to respond quickly to our customers’ needs. We will also introduce new products that match market needs in a timely manner. 5) Business operation innovation at the administrative departments

We will strengthen our management support and guidance of group companies, and build a framework that enables group companies to concentrate their efforts on sales and manufacturing.

We will address these issues through the concerted efforts of the Group, in order to meet the expectations from our shareholders. We, kindly, ask our shareholders for their further support and encouragement.

(5) Changes in Assets and Income (Loss)

1) Changes in Assets and Income (Loss) on a Group basis (million yen, except for per share amounts)

Item The 94th fiscal

year ended March 31, 2009

The 95th fiscal year ended

March 31, 2010


March 31, 2011


December 31, 2011Net sales 77,832 56,970 89,596 65,326Ordinary income (loss) (5,259) (11,102) 1,174 1,374Net income (loss) (9,347) (11,233) 2,467 726Net income (loss) per share ¥(72.34) ¥(86.93) ¥19.09 ¥5.62Total assets 103,654 101,081 106,593 114,263Net assets 21,589 10,686 11,549 12,361Net assets per share ¥164.98 ¥80.66 ¥87.45 ¥93.65

(Notes) 1. Net income (loss) per share is calculated using the average number of shares during the fiscal year (excluding treasury shares). Net assets per share is calculated using the number of shares issued as of the end of the fiscal year (excluding treasury shares).

2. The 97th fiscal year (the fiscal year under review) is the nine-month period from April 1, 2011 to December 31, 2011 because of a change in the balance sheet date.

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2) Changes in Assets and Income (Loss) on a Company basis (million yen, except for per share amounts)

Item The 94th fiscal

year ended March 31, 2009


March 31, 2010


March 31, 2011


December 31, 2011Net sales 47,593 27,725 60,101 44,015Ordinary income (loss) (4,578) (10,655) 2,461 2,207Net income (loss) (8,186) (9,975) 1,684 1,711Net income (loss) per share ¥(63.36) ¥ (77.19) ¥13.03 ¥13.24Total assets 79,307 83,591 87,048 94,838Net assets 25,510 15,545 17,262 18,556Net assets per share ¥197.40 ¥ 120.29 ¥133.59 ¥143.61

(Notes) 1. Net income (loss) per share is calculated using the average number of shares during the fiscal year (excluding treasury shares). Net assets per share is calculated using the number of shares issued as of the end of the fiscal year (excluding treasury shares).

2. The 97th fiscal year (the fiscal year under review) is the nine-month period from April 1, 2011 to December 31, 2011 because of a change in the balance sheet date.

(6) Principal Subsidiaries

Capital

The Company’s percentage of

equity participation

Company name

(million yen) Direct Indirect

Main business

JUKI MATSUE CORPORATION 400 100% ― Manufacture and sales of industrial

sewing machines and parts JUKI DENSHI KOGYO CORPORATION

300 100% ― Manufacture and sales of SMT systems, etc.

JUKI AIZU CORPORATION 229 100% ― Manufacture and sales of precision casting products, etc.

JUKI SALES (JAPAN) CORPORATION 86 100% ― Sales of sewing machines in Japan

JUKI (HONG KONG) LTD. HK$148,655 thousand 100% ― Sales of sewing machines in China and East Asian regions

JUKI CENTRAL EUROPE SP.ZO.O. PLN50 thousand 100% ― Sales of sewing machines in European

regions

JUKI AMERICA, INC. U.S.$26,346 thousand 100% ― Sales of sewing machines in the Americas

JUKI (CHINA) CO., LTD. RMB358,365 thousand 100% ― Administration of subsidiaries in China and sales of sewing machines

JUKI SINGAPORE PTE. LTD. U.S.$8,079 thousand 100% ― Sales of sewing machines in Asian regions

JUKI XINXING INDUSTRY CO., LTD. RMB160,000 thousand ― 89.9% Manufacture and sales of industrial

sewing machines JUKI (SHANGHAI) INDUSTRIAL CO., LTD. RMB196,148 thousand 27.5% 72.5% Manufacture and sales of industrial

sewing machines TOKYO JUKI INTERNATIONAL TRADE (SHANGHAI) CO., LTD.

RMB5,001 thousand 100% ― Sales of SMT systems, etc. in China

(7) Principal Business

Segment Summary of business

Sewing Machinery Business Manufacture and sales of industrial sewing machines and household sewing machines

Electronic Assembly Systems Business Manufacture and sales of SMT systems, etc.

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(8) Principal Offices and Plants Company name Office or plant Location

Head Office Tokyo JUKI CORPORATION

Ohtawara Plant Tochigi JUKI DENSHI KOGYO CORPORATION Head Office and Plant Akita JUKI MATSUE CORPORATION Head Office and Plant Shimane JUKI (SHANGHAI) INDUSTRIAL CO., LTD. Head Office and Plant Shanghai, China JUKI XINXING INDUSTRY CO., LTD. Head Office and Plant Hebei, China JUKI (CHINA) CO., LTD. Head Office Shanghai, China JUKI (HONG KONG) LTD. Head Office Hong Kong JUKI SINGAPORE PTE. LTD. Head Office Singapore TOKYO JUKI INTERNATIONAL TRADE (SHANGHAI) CO., LTD. Head Office Shanghai, China

(9) Employees

1) Group (As of December 31, 2011)

Segment Number of employees Change from previous fiscal year-end

Sewing Machinery Business 4,329 50 Electronic Assembly Systems Business 1,131 1 Other business 983 13 Corporate headquarters (common) 242 8 Total 6,685 72

(Note) The above figures include contract employees and part-timers and exclude dispatched employees.

2) Company (As of December 31, 2011)

Number of employees Change from previous fiscal year-end Average age Average years of service

1,210 20 42.5 years old 18.0 years(Note) The above figures include contract employees and part-timers and exclude dispatched employees.

(10) Major Creditors and Balance of Borrowings

(As of December 31, 2011)

Creditor Balance of borrowings (million yen)

Mizuho Bank, Ltd. 20,490

The Sumitomo Trust & Banking Co., Ltd. 10,023

Mizuho Trust & Banking Co., Ltd. 6,828

Mizuho Corporate Bank, Ltd. 5,362

The Hiroshima Bank, Ltd. 5,159

The Joyo Bank, Ltd. 2,899

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2. Status of Shares (As of December 31, 2011)

(1) Total number of authorized shares 400,000,000 shares (2) Total number of issued and outstanding shares 129,370,899 shares (including 150,273 treasury shares) (3) Number of shareholders 14,659 persons (4) Major shareholders (Top 10)

Shareholder name Number of shares Shareholding ratio thousand shares %

Mizuho Bank, Ltd. 4,690 3.62

Nippon Life Insurance Company 4,306 3.33

Asahi Mutual Life Insurance Company 3,556 2.75

Japan Trustee Services Bank, Ltd. (Trust Account) 2,690 2.08

The Dai-ichi Life Insurance Company, Limited 2,558 1.97

Meiji Yasuda Life Insurance Company 2,300 1.77

SOCIETE GENERALE PARIS OMNIBUS BS SGSNP 2,027 1.56

Mizuho Trust & Banking Co., Ltd. 2,005 1.55

JUKI Employee Share Holdings 1,614 1.24

Nomura Securities Co., Ltd. 1,519 1.17

(Note) The shareholding ratio is calculated by means of deducting treasury shares (150,273 shares) from the number of the issued and outstanding shares.

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3. Company Officers (1) Directors and Corporate Auditors


Position Name Areas of responsibility within the Company Significant concurrent positions

Chairman Kazuyuki Nakamura Representative Director

President Akira Kiyohara Representative Director

Executive Vice-President Tomohisa Miyake Executive Vice-President

Managing Director Shinji Yamaguchi “In charge of Business Operation Center (Sewing Machinery Business Unit),” Senior Executive Director of Sewing Machinery Business Unit, and General Manager of Customer Support Dept., Sewing Machinery Business Unit

Managing Director Hirokazu Nagashima “In charge of Business Operation Center (Electronic Assembly Systems Business Unit),” “In charge of Quality Assurance Dept.,” and Senior Executive Director of Electronic Assembly Systems Business Unit

Managing Director Shuji Yamaoka “In charge of Production Center” Director Toshihiko Ozaki

Director and Senior Managing Officer of TPR Co., Ltd. and Director of TPR Trading Co., Ltd.

Full-time Corporate Auditor

Yoshihiro Otake

Corporate Auditor Kousuke Inoue

Corporate Auditor Masato Tanaka Attorney (Notes) 1. Director, Mr. Shuji Yamaoka, and Corporate Auditors, Mr. Yoshihiro Otake and Mr. Masato Tanaka,

were newly elected to and assumed their respective positions at the 96th Ordinary General Meeting of Shareholders held on June 28, 2011.

2. Director, Mr. Toshihiko Ozaki, is an Outside Director as defined in Item 15 of Article 2 of the Companies Act.

3. Director, Mr. Toshihiko Ozaki, is such independent director as specified by the Tokyo Stock Exchange. 4. Corporate Auditors, Mr. Kousuke Inoue and Mr. Masato Tanaka, are Outside Corporate Auditors as

defined in Item 16 of Article 2 of the Companies Act. 5. Corporate Auditor, Mr. Kousuke Inoue, has been engaged in corporate management for many years and

has sufficient financial and accounting knowledge. 6. Corporate Auditors, Mr. Ryoji Murayama, Mr. Masahiro Watanabe and Ms. Masako Wakana, resigned

at the conclusion of the 96th Ordinary General Meeting of Shareholders held on June 28, 2011.

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(2) Amount of Remuneration to Directors and Corporate Auditors for FY 2011, etc.

Title Number of payees Amount of remuneration (million yen)

Director 8 161

Corporate Auditor 6 25

Total 14 186

(Notes) 1. The above number of payees and amount of remuneration include one director and three corporate auditors who retired during FY 2011.

2. No bonuses for directors and corporate auditors have been paid and are payable. (3) Outside Officers

1) Significant concurrent positions Significant concurrent positions held by outside officers are as described on page 7. There are no

specific transactions between the Company and the organizations where concurrent positions are held.

2) Main activities Title Name Main activities

Director Toshihiko Ozaki Participated in 8 out of 10 Board of Directors’ meetings held in FY 2011, and provided expert opinions, mainly as an experienced corporate manager, as necessary.

Kousuke Inoue

Participated in all 10 Board of Directors’ meetings and in all 9 Board of Corporate Auditors’ meetings held in FY 2011; provided expert opinions, mainly as an experienced corporate manager, as necessary.

Corporate Auditors

Masato Tanaka

Participated in all 7 Board of Directors’ meetings and in all 6 Board of Corporate Auditors’ meetings held since he assumed the position on June 28, 2011; provided expert opinions, mainly as an experienced attorney, as necessary.

3) Summary of liability limitation agreement

The Company has concluded contracts for limitation of liability with Outside Director, Mr. Toshihiko Ozaki, and Outside Corporate Auditors, Mr. Kousuke Inoue and Mr. Masato Tanaka, to limit their liability as stipulated in Paragraph 1 of Article 423 of the Companies Act up to the total sum stipulated in Paragraph 1 of Article 425 of the Companies Act. 4) Total Amount of Remuneration to Outside Director and Outside Corporate Auditors for FY 2011, etc.

Number of payees Amount of remuneration (million yen)

Total amount of remuneration 5 16

(Notes) 1. The above number of payees and amount of remuneration include two corporate auditors who retired during FY 2011.

2. No bonuses for director and corporate auditors have been paid and are payable.

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(For reference) <Executive Operating Officers>

The Company has introduced the executive operating officer system. In addition to the Executive Operating Officer positions concurrently assumed by all of the Directors (excluding Outside Directors), the following persons have been appointed as full-time Executive Operating Officers:


Position Name Areas of responsibility within the Company Significant concurrent positions

Senior Executive Operating Officer Hiroshi Nakamura

“In charge of Administration Center (Human Resources Dept. and General Affairs Dept.),” “In charge of Business Development Center,” “In charge of Secretariat,” “In charge of Internal Auditing Dept.,” General Manager of General Affairs Dept., and “In charge of Internal Control and Compliance”

Senior Executive Operating Officer Shinsuke Uchinashi

“In charge of Administration Center (Corporate Administration Dept. and Finance & Accounting Dept.)”

Senior Executive Operating Officer Takashi Mizuno “In charge of Development Center”

Executive Operating Officer Harunobu Ono President of JUKI AMERICA, INC.

Executive Operating Officer Kimio Honma President of JUKI SALES (JAPAN)

CORPORATION Executive Operating Officer Minoru Wada “Deputy in charge of Development

Center”

Executive Operating Officer Kiyotaka Kawano General Manager of Corporate

Administration Dept.

Executive Operating Officer Toshimasa Miura General Manager of Human

Resources Dept.

Executive Operating Officer Toshinobu Shinozuka

“Deputy in charge of Production Center” and General Manager of Purchase Planning Dept.

Executive Operating Officer Satohiro Hama

Deputy Senior Executive Director of Electronic Assembly Systems Business Unit, “In charge of China and Asia Sales; stationed in Shenzhen”

Executive Operating Officer Naotake Miyashita Director and General Manager of

JUKI (CHINA) CO., LTD. Executive Operating Officer Hirofumi Gotoh Director and General Manager of

JUKI (CHINA) CO., LTD. Executive Operating Officer Robert J. Black Jr. President and CEO of JUKI

AUTOMATION SYSTEMS INC.

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(Note) The followings are the areas of responsibility and significant concurrent positions for Executive Operating Officers, after the organizational revision on January 1, 2012:

Areas of responsibility within the Company and significant concurrent

positions after revision Position Name

Areas of responsibility within the Company Significant concurrent positions

Executive Operating Officer Satohiro Hama

Deputy Senior Executive Director of Electronic Assembly Systems Business Unit, “In charge of China and Southeast Asia Area”

Director and General Manager of TOKYO JUKI INTERNATIONAL TRADE (SHANGHAI) CO., LTD.

Executive Operating Officer Naotake Miyashita

Director and General Manager of JUKI (CHINA) CO., LTD., “Administration Control and Regional Control (East and Central China)”

Executive Operating Officer Robert J. Black Jr.

“In charge of Europe, North America and South America Area,” Electronic Assembly Systems Business Unit

President and CEO of JUKI AUTOMATION SYSTEMS INC.

Executive Operating Officer Katsumi Nihei

Deputy Senior Executive Director of Sewing Machinery Business Unit and General Manager of Sales Dept., Sewing Machinery Business Unit

(Note) Mr. Katsumi Nihei assumed the position of Executive Operating Officer as of January 1, 2012.

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4. Accounting Auditor (1) Accounting Auditor’s Name

Deloitte Touche Tohmatsu LLC (2) Accounting Auditor’s Compensation, etc.

1) Compensation to Accounting Auditor as provided in Paragraph 1 of Article 2 of the Certified Public Accountant Act of Japan 66 million yen

2) Total amount of cash and other property benefits payable by the

Company and its subsidiaries to the Accounting Auditor 70 million yen

(Notes) 1. The audit contract between the Company and the Accounting Auditor does not clearly distinguish

between compensation, etc. paid for the audit conducted in accordance with the Companies Act and compensation, etc. paid for the audit conducted in accordance with Financial Instruments and Exchange Act. It is practically impossible to make such a distinction. Accordingly, the amount specified in 1) above is the aggregate amount of compensation, etc. for these two types of audits.

2. Among the principal subsidiaries, JUKI (HONG KONG) LTD., JUKI CENTRAL EUROPE SP.ZO.O., JUKI (CHINA) CO., LTD., JUKI SINGAPORE PTE. LTD., JUKI XINXING INDUSTRY CO., LTD., JUKI (SHANGHAI) INDUSTRIAL CO., LTD., and TOKYO JUKI INTERNATIONAL TRADE (SHANGHAI) CO., LTD. are audited by certified public accountants or audit corporations other than the Company’s Accounting Auditor.

(3) Non-audit Operation

The Company entrusts the Accounting Auditor with “Advice and guidance concerning International Financial Reporting Standards (IFRS),” and this advisory service corresponds to business not provided in Paragraph 1 of Article 2 of the Certified Public Accountant Act (Non-audit operation).

(4) Policy Regarding Determination of Termination or Nonrenewal of Appointment of Accounting

Auditors

The Company has not established a policy regarding the determination of termination or nonrenewal of the appointment of Accounting Auditors.

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5. Systems to ensure that Directors execute their duties in compliance with relevant laws, regulations, and the Articles of Incorporation and that business is conducted properly

The Company adopted a resolution on the “Basic policy to construct internal control system” at the

Board of Directors’ meeting held on May 17, 2006. The details of the resolution, which have been revised by later resolutions based on reviews as needed, are at present as follows:

(1) System to ensure that Directors execute their duties in compliance with relevant laws, regulations,

and the Articles of Incorporation of the Company

1) The Company shall establish “JUKI Corporation’s Code of Conduct” which shall provide the principles of the JUKI corporate philosophy as the legal entity, in order to makes clear its positive attitude towards compliance.

2) The Company shall establish “Code of Conduct for Officers and Employees,” a set of specific

guidelines for the performance of duties, in order to make officers and employees to proactively acknowledge the importance of compliance with laws and regulations.

3) The group-wide system for compliance and compliance management shall be provided in the

“Compliance Rules.” 4) The Company shall take a resolute attitude toward any antisocial individuals and organizations who

adversely influence social order and sound corporate activities. (2) System to store and control information related to Directors’ execution of duties

1) The Company shall establish “Rules for Filing Important Documents,” and shall store and control information related to the execution of duties by Directors in accordance with the said Rules.

(3) Rules and other systems for managing the risk of loss

1) The Company shall establish “Risk Management Rules” to manage group-wide risks. 2) The Company shall establish “Risk Management Committee” to examine significant risks the

Company faces, and shall, also, prepare preventive measures against such risks and to manage each division’s and each department’s preventive measures activities against risks.

3) “Crisis-Management Task Force” shall take prompt actions against any realized risks.

(4) System to ensure that Directors exercise their duties efficiently

1) In order to enable Directors to facilitate the prompt exercise of their duties, the Company shall adopt Executive Operating Officer system under which the Executive Operating Officers may be transferred some of the authorities required for exercising Directors’ duties.

2) Employees may be transferred some of the authorities required for exercising Directors’ duties in

accordance with “Authorization Rules,” for the purpose of efficient decision-making. 3) Important decision-making matters shall be discussed at “Management Strategy Council” and shall be

decided by the President after such discussion. 4) Rules for exercising Directors’ duties shall be provided in “Organization Rules,” and Directors shall

use the efforts to efficiently exercise their duties in accordance with the said Rules. (5) System to ensure that employees perform their duties in compliance with relevant laws, regulations,

and the Articles of Incorporation of the Company

1) The Company shall establish “JUKI Corporation’s Code of Conduct” which shall provide the principles of the JUKI corporate philosophy as the legal entity, in order to make clear its positive attitude towards compliance.

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2) The Company shall establish “Code of Conduct for Officers and Employees,” a set of specific guidelines for the performance of duties, in order to make employees aggressively acknowledge the importance of compliance with laws and regulations to employees.

3) The department in charge of handling legal affairs shall conduct activities to spread compliance

education and compliance management for enhanced legal compliance. 4) The position of Executive Operating Officer in charge of Internal Control & Compliance shall be

established, and this Officer shall be responsible for legal compliance and shall bear the duties of supervision of relevant organizations and their activities.

5) The group-wide system for compliance system and operation & management of such system shall be

provided in “Compliance Rules.” 6) The Company shall establish a “Consultation Window” available for direct access by employees, for

the purpose of making such Window to respond to such questions related to compliance as raised by such employees.

(6) System to ensure the propriety of the business operations of the Company and of the business

group consisting of the Company’s group companies

1) The Company’s “Risk Management System” and “Compliance System” shall cover the whole group, including all group companies.

2) The position of Executive Operating Officer in charge of Internal Control & Compliance shall be

established, and this Officer shall be responsible for group-wide legal compliance and shall bear the duties of supervision of relevant organizations and their activities.

3) The group-wide system for compliance and compliance management shall be provided in the

“Compliance Rules.” 4) The Company shall stipulate the management control system by functional organization in its

“Organization Rules” and “Group companies management rules.” 5) The Company shall check and adjust the management policies and management plans of the group

companies at its “Group Management Conference.” 6) Decision-making on the allocation of management resources in group companies shall be provided in

the “Authorization Rules.” 7) The Company’s Internal Auditing Department shall conduct internal audits, as needed, on group

companies. (7) Matters concerning employees to be assigned at the request of Corporate Auditors for their

assistance

1) “Corporate Auditors Section” directly reporting to the Corporate Auditors shall be established as an organization to assist the Corporate Auditors.

(8) Independence from Directors of such employees as specified in the preceding item (7)

1) Employees belonging to the “Corporate Auditors Section” shall follow the directions and instructions of the Corporate Auditors and collect information necessary for the Corporate Auditors’ audit.

2) The Corporate Auditors may express opinions on the personnel transfer and performance evaluation

of the employees belonging to the “Corporate Auditors Section.” (9) System for Directors and employees to report to Corporate Auditors, and other relevant systems

1) Full-time Corporate Auditors shall attend the Board of Directors’ meetings, Management Strategy Council, Group Management Conference, Risk Management Committee, and other important meetings and collect necessary information by themselves.

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2) Directors shall promptly report to the Corporate Auditors on any event likely to cause significant

damage to the Company, any sign of fraudulence in the Director’s exercise of duties, any serious event in violation of laws, regulations, or the Articles of Incorporation, and other events equivalent thereto.

3) Corporate Auditors may request the relevant departments to directly report to them on any

information the Corporate Auditors deem to be necessary. (10) Other systems to ensure that the Corporate Auditors conduct audits effectively

1) In addition to expressing their opinions at the Board of Directors’ meetings, the Corporate Auditors may exchange opinions with Representative Directors from time to time in order to enhance the effectiveness of the Corporate Auditors’ audits.

2) Corporate Auditors may conduct the Corporate Auditors’ audit in cooperation with the Internal

Auditing Department, as needed. 3) Corporate Auditors may conduct the Corporate Auditors’ audit in cooperation with corporate

attorneys and certified public accountants, as needed. (11) System to ensure the reliability of financial reporting

1) The Company shall develop and manage systems for effective internal control on financial reporting,

in order to ensure reliable financial reporting.

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Consolidated Financial Statements (April 1, 2011 - December 31, 2011)

Consolidated Balance Sheet


(million yen) Description Amount Description Amount

(Assets) (Liabilities) Current assets 73,504 Current liabilities 67,596

Cash and deposits 6,241 Notes and accounts payable-trade 14,427 Notes and accounts receivable-trade 20,978 Short-term loans payable 47,425 Merchandise and finished goods 29,594 Current portion of bonds 40 Work in process 4,668 Lease obligations 274 Raw materials and supplies 7,889 Accrued expenses 2,777 Deferred tax assets 766 Income taxes payable 220 Other 4,526 Provision for bonuses 332 Allowance for doubtful accounts (1,161) Notes payable-facilities 123

Noncurrent assets 40,759 Other 1,972 Property, plant and equipment 29,562 Noncurrent liabilities 34,305

Buildings and structures, net 17,223 Bonds payable 50 Machinery, equipment and vehicles,

net 3,181 Long-term loans payable 25,396

Tools, furniture and fixtures, net 875 Lease obligations 643 Land 7,464 Provision for retirement benefits 6,535

Lease assets, net 686 Provision for directors’ retirement benefits 176

Construction in progress 131 Other 1,504 Intangible assets 1,633 Total liabilities 101,901 Investments and other assets 9,563 (Net assets)

Investment securities 1,917 Shareholders’ equity 19,538 Long-term loans receivable 522 Capital stock 15,950 Long-term prepaid expenses 343 Retained earnings 3,646 Deferred tax assets 6,457 Treasury stock (58)

Other 1,110 Accumulated other comprehensive income (7,436)

Allowance for doubtful accounts (788) Valuation difference on available-for-sale securities 20

Deferred gains or losses on hedges (78)

Foreign currency translation adjustment (7,378)

Minority interests 260 Total net assets 12,361

Total assets 114,263 Total liabilities and net assets 114,263 (Note) Figures less than one million yen are rounded down to the nearest million.

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Consolidated Statement of Income (April 1, 2011 - December 31, 2011)

(million yen)

Description Amount

Net sales 65,326

Cost of sales 48,018

Gross profit 17,307

Selling, general and administrative expenses 16,491

Operating income 815

Non-operating income

Interest income 89

Dividends income 131

Foreign exchange gains 1,180

Other 403 1,804

Non-operating expenses

Interest expenses 1,119

Other 125 1,245

Ordinary income 1,374

Extraordinary income

Gain on sales of noncurrent assets 626

Gain on revision of retirement benefit plan 175

Other 0 802

Extraordinary loss

Loss on sales and retirement of noncurrent assets 38

Loss on valuation of investment securities 307

Loss on revision of retirement benefit plan 378

Other 0 724

Income before income taxes and minority interests 1,453

Income taxes-current 429

Income taxes-deferred 268 697

Income before minority interests 756

Minority interests in income 29

Net income 726 (Note) Figures less than one million yen are rounded down to the nearest million.

17

Consolidated Statement of Changes in Net Assets (April 1, 2011 - December 31, 2011)

(million yen) Shareholders’ equity

Capital stock Retained earnings Treasury stock Total shareholders’

equity Balance at the beginning of current period 15,950 2,604 (58) 18,496

Changes of items during the period Increase in surplus from change in fiscal year-end 703 703

Dividends from surplus (387) (387)

Net income 726 726

Purchase of treasury stock (0) (0)

Net changes of items other than shareholders’ equity –

Total changes of items during the period – 1,042 (0) 1,042

Balance at the end of current period 15,950 3,646 (58) 19,538

(million yen)

Accumulated other comprehensive income

Valuation difference on

available-for-sale securities

Deferred gains or losses on hedges

Foreign currency

translation adjustment

Total accumulated

other comprehensive

income

Minority interests

Total net assets

Balance at the beginning of current period 74 (97) (7,173) (7,196) 249 11,549

Changes of items during the period Increase in surplus from change in fiscal year-end 703

Dividends from surplus (387)

Net income 726

Purchase of treasury stock (0)

Net changes of items other than shareholders’ equity (53) 19 (205) (240) 10 (230)

Total changes of items during the period (53) 19 (205) (240) 10 811

Balance at the end of current period 20 (78) (7,378) (7,436) 260 12,361(Note) Figures less than one million yen are rounded down to the nearest million.

18

Notes to Consolidated Financial Statements 1. Notes to the basis for the preparation of consolidated financial statements (1) Scope of consolidation

1) Number of consolidated subsidiaries: 32 Names of principal subsidiaries: JUKI SINGAPORE PTE. LTD., JUKI (HONG KONG) LTD., JUKI DENSHI KOGYO CORPORATION, JUKI AMERICA, INC., and 28 other subsidiaries.

2) Names of major non-consolidated subsidiaries:

Seven non-consolidated subsidiaries, including SHOWA JUKI CO., LTD, are excluded from the scope of consolidation because their exclusion does not preclude reasonable judgment on the Group’s financial situation and management results as a whole.

(2) Application of equity-method

The seven non-consolidated subsidiaries and NISSEN Co., Ltd. and four other affiliates are excluded from application of equity-method because their exclusion does not preclude reasonable judgment on the Group’s financial situation and management results as a whole.

(3) Change in consolidated balance sheet date

The Company’s consolidated balance sheet date (the Company’s fiscal year-end) was March 31 of every year. However, in order to increase the efficiency of the Group’s execution of business, such as budgeting and performance management on a consolidated basis, a partial change to the Articles of Incorporation was resolved at the 96th Ordinary General Meeting of Shareholders held on June 28, 2011 and the consolidated balance sheet date was changed to December 31 of every year. Accordingly, the period comprising the current fiscal year is a transitional period of nine months from April 1, 2011 to December 31, 2011. It should be noted that as a result of the change of balance sheet date, there will no longer be a disparity between the balance sheet date of overseas consolidated subsidiaries (JUKI (CHINA) Co., Ltd. and 17 other subsidiaries) and the consolidated balance sheet date, and profits or losses of the overseas consolidated subsidiaries during January 1, 2011 to March 31, 2011 have been directly added to or subtracted from retained earnings. Furthermore, the balance sheet date of domestic consolidated subsidiaries has been changed from March 31 to December 31.

(4) Accounting periods of consolidated subsidiaries

The year-end balance sheet dates for all consolidated subsidiaries are the same as the consolidated balance sheet date.

(5) Accounting standards

1) Standards and methods for valuation of important assets A. Securities

Available-for-sale securities with market quotations Stated based on the market price, etc. on the balance sheet date (Unrealized gains and losses are excluded from income and reported in a separate component of net assets. The cost of sale is calculated using the moving-average method.)

Available-for-sale securities without market quotations

Stated at cost using the moving-average method

B. Derivatives Stated mainly at market

C. Inventories

Stated at the lower of cost Merchandise and finished goods and work in process

Mainly by the average method or first-in first-out method

Raw materials and supplies Mainly by the average method or last cost method

19

2) Depreciation & amortization method for important depreciable assets A. Property, plant and equipment (excluding lease assets)

The declining-balance method is applied for the Company and its domestic consolidated subsidiaries. However, the straight-line method is applied for buildings acquired on and after April 1, 1998 (excluding any building fixtures). Overseas consolidated subsidiaries are mainly subject to the straight-line method. The main economic useful lives are as follows:

Buildings and structures 3 - 50 yearsMachinery, equipment and vehicles 2 - 15 yearsTools, furniture and fixtures 2 - 20 years

B. Intangible assets (excluding lease assets) and long-term prepaid expenses

The Company and its domestic consolidated subsidiaries use the straight-line method. However, software bundled with computer hardware is amortized every fiscal year by no less than an equal amount calculated based on effective years (3 - 5 years), and computer software for internal use is amortized by the straight-line method over the estimated internal useful lives (5 years). Overseas consolidated subsidiaries are subject to the straight-line method.

C. Lease assets

Lease assets pertaining to finance leases without ownership transfer of the lease assets to the lessee The straight-line method is applied on the assumptions that the useful life equals the lease term and the residual value equals zero; provided, however, that lease assets whose leasing started on or before March 31, 2008 are accounted for by the accounting method used for ordinary lease transactions.

3) Standards for recognition of important reserves

A. Allowance for doubtful accounts For loss caused by uncollectible debt to the Company and its domestic consolidated subsidiaries, an allowance for doubtful accounts is provided based on the historical write-off rate for ordinary receivables and the estimated amount of irrecoverable debt based on the recoverability of individual cases for specified receivables such as debt with a possibility of default. For overseas consolidated subsidiaries, the estimated write-off amount is provided.

B. Provision for bonuses

A provision for bonuses is provided based on the estimated future payment of bonuses to employees.

C. Provision for retirement benefits The Company and its major domestic consolidated subsidiaries provide a provision for employees’ retirement benefits based on the estimated retirement benefit obligation and pension plan assets as of this consolidated fiscal year-end. Some overseas consolidated subsidiaries provide such provision mainly based on the estimated retirement benefit obligation as of this consolidated fiscal year-end. Actuarial calculation differences are amortized on a straight-line basis over a period equal to or less than the average remaining service period for employees at the time such gains or losses are realized (10 years). The amortization of net gains or losses starts from the fiscal year immediately following the year in which such gains or losses are realized. Prior service cost is amortized wholly in the fiscal year in which it is realized.

(Additional information)

The Company revised its retirement benefit plan effective July 1, 2011. With the revision, the Company transferred to a defined-benefit corporate pension plan and lump-sum payment plan from its previous tax-qualified pension plan and lump-sum payment plan, and also changed the scope of employees for whom the calculation of retirement benefits is carried out through a points system. In addition, some domestic consolidated subsidiaries transferred to a defined-benefit corporate pension plan and lump-sum payment plan from the previous tax-qualified pension plan and lump-sum payment plan effective December 1, 2011. In accordance with this change, the Company has applied the “Guidance on Accounting for Transfers between Retirement Benefit Plans” (ASBJ Guidance No.1). As a result, prior service

20

costs were realized and charged to income in a lump sum, which was recorded as extraordinary income of 175 million yen and extraordinary loss of 378 million yen.

D. Provision for directors’ retirement benefits The system of directors’ retirement benefits was abolished with a cut-off date of June 28, 2007. The estimated amount payable as of the cut-off date is provided. Eight consolidated subsidiaries provide the provision in an amount that would be required by the internal rule if all the eligible Directors retired at the balance sheet date.

4) Standards for translation of important assets or liabilities in foreign currencies into yen Monetary assets and liabilities in foreign currencies are translated into yen based on the spot exchange-rate in the foreign exchange market on the consolidated balance sheet date, and the foreign exchange gains and losses from the translations are recognized in the income statement. Assets and liabilities of overseas consolidated subsidiaries are translated into yen based on the spot exchange-rate in the foreign exchange market on the consolidated balance sheet date, while revenue and expenses are translated into yen based on the average exchange rate for the fiscal term. The differences resulting from these translations are included in “Foreign currency translation adjustment” and “Minority interests” under net assets.

5) Accounting for important hedging activities

A. Method Deferral hedge accounting is applied. Designation is applied to forward exchange contracts that qualify for designation, and designated exceptional accounting is applied to interest-rate swaps that qualify for exceptional accounting.

B. Means for hedging and hedged item Means for hedging Hedged item Interest-rate swap Long-term loans payable Forward exchange contract Foreign currency receivables

C. Hedging policy

Hedging is allowed only for practical purposes and for the purpose of avoiding future risks of interest rate and foreign exchange rate fluctuations.

D. Method for assessing the effectiveness of hedges

At the start of hedging, the Company assesses the effectiveness of offset in interest rate or foreign exchange rate fluctuation. Then, during the period of hedging, the Company uses the predetermined assessment method to assess whether the high effectiveness of offset is maintained at every fiscal year-end. However, this assessment is omitted for interest-rate swaps subject to designated exceptional accounting.

6) Accounting for consumption taxes

The tax-exclusion method is applied for consumption tax and local consumption tax.

7) Amortization of goodwill Goodwill is amortized equally over a period of 5 years.

21

2. Notes to Consolidated Balance Sheet (1) Assets offered as collateral and collateralized loans

(Assets offered as collateral) Buildings and structures 15,214 million yenMachinery, equipment and vehicles 512 million yenLand 6,197 million yenIntangible assets 190 million yenInvestment securities 1,113 million yenTotal 23,229 million yen

(Collateralized loans)

Short-term loans payable 31,140 million yenLong-term loans payable 22,118 million yenTotal 53,258 million yen

(2) Accumulated depreciation of property, plant and equipment 35,479 million yen

The accumulated amount of impairment loss is included in the amount of accumulated depreciation. (3) Financial covenants

An amount of 24,570 million yen among loans is subject to financial covenants concerning ordinary income.

3. Notes to Consolidated Statement of Changes in Net Assets (1) Total number of issued shares as of this consolidated fiscal year-end

Common stock 129,370,899 shares (2) Dividends

1) Dividends paid

Resolution Type of stock Source of dividend

Total dividends

(million yen)

Dividend per share

(yen) Record date Effective

date

Ordinary General Meeting of

Shareholders on June 28, 2011

Common stock

Retained earnings 387 3.00 March 31,

2011 June 29,

2011

2) Dividends whose record date is during this fiscal year but whose effective date is after the end of this

fiscal year

The following dividend for common stock is proposed for approval at the Ordinary General Meeting of Shareholders to be held on March 28, 2012.

Resolution Type of stock Source of dividend

Total dividends

(million yen)

Dividend per share

(yen) Record date Effective

date

Ordinary General Meeting of

Shareholders on March 28, 2012

Common stock

Retained earnings 387 3.00 December

31, 2011 March 29,

2012

4. Notes on Financial Instruments (1) Status of Financial Instruments

The Group procures necessary funds mainly by borrowing from financial institutions based on the capital investment plan. A temporary surplus fund is invested in financial assets that are highly secure.

22

For customer credit risk concerning trade receivables (notes and accounts receivable-trade), write-off risk is kept lower by the division in charge according to the credit control rules. Investment securities are mainly stocks and the market value of listed stocks is checked quarterly. Borrowed money is used for working funds (mainly short-term) and capital investment funds (long-term). Interest-swap contracts are used against the interest fluctuation risk of some long-term loans payable, in order to fix the amount of interest expenses. Derivative transactions (related to foreign exchange and interest rate) are conducted only in the scope of practical purposes according to the internal control rules.

(2) Current Value of Financial Instruments

The amounts posted on the consolidated balance sheet, current values, and differences thereof as of December 31, 2011 (consolidated balance sheet date for this fiscal year) are as follows:

(million yen)

Consolidated balance sheet amount (*1)

Current value (*1) Difference

(1) Cash and deposits 6,241 6,241 ―(2) Notes and accounts receivable-trade (*2) 19,832 19,832 ―(3) Investment securities Other securities

1,527

1,527 ―

(4) Notes and accounts payable-trade [14,427] [14,427] ―(5) Short-term loans payable (*3) [37,318] [37,318] ―(6) Long-term loans payable (*3) [35,503] [35,543] 40(7) Derivative transactions 650 650 ―

(*1) Amounts for which the net total is payable are shown in [ ]. (*2) Notes and accounts receivable-trade are the net of the allowance for doubtful accounts. (*3) Current portion of long-term loans payable, an item included in short-term loans payable in the consolidated

balance sheet, is included in long-term loans payable here. Note 1: Method for calculating the current value of financial instruments (1) Cash and deposits, and (2) Notes and accounts receivable-trade:

Since the settlement periods for the foregoing are short, the current values thereof are almost equal to the carrying amount. Therefore, the corresponding carrying amount is used as the current value.

(3) Investment securities:

The going share price on the exchange is used as the current value. (4) Notes and accounts payable-trade, and (5) Short-term loans payable:

Since the settlement periods for the foregoing are short, the current values thereof are almost equal to the carrying amount. Therefore, the corresponding carrying amount is used as the current value.

(6) Long-term loans payable:

The current value of long-term loans payable is calculated by discounting the total of principal and interest by an interest rate assumed in cases where similar borrowing is to be newly conducted.

(7) Derivative transactions:

The current value for derivative transactions is calculated based on the prices submitted by financial institutions.

Note 2: Non-listed stocks (389 million yen included in the consolidated balance sheet) are not included in

“(3) Investment securities Other securities,” as the identification of the current values is deemed to be extremely difficult because of the absence of market values and the inability to estimate future cash flows.

5. Notes to Per Share Information (1) Net assets per share 93.65 yen (2) Net income per share 5.62 yen

23

Non-consolidated Financial Statements (April 1, 2011 - December 31, 2011)

Non-consolidated Balance Sheet


(million yen) Description Amount Description Amount

(Assets) (Liabilities) Current assets 43,327 Current liabilities 46,858

Cash and deposits 1,435 Notes payable-trade 6,421 Notes receivable-trade 2,763 Accounts payable-trade 4,522 Accounts receivable-trade 18,961 Short-term loans payable 32,516 Merchandise and finished goods 7,059 Lease obligations 173 Work in process 1,322 Accounts payable-other 332 Raw materials and supplies 100 Accrued expenses 1,408 Short-term loans receivable 7,074 Income taxes payable 63 Accounts receivable-other 2,942 Deposits received 225

Deferred tax assets 74 Deposits received from subsidiaries and affiliates 1,006

Other 2,088 Provision for bonuses 127 Allowance for doubtful accounts (497) Notes payable-facilities 49

Noncurrent assets 51,510 Other 10 Property, plant and equipment 18,010 Noncurrent liabilities 29,423

Buildings, net 11,416 Long-term loans payable 23,050 Structures, net 247 Lease obligations 397

Machinery and equipment, net 210 Long-term accounts payable-other 1,222

Vehicles, net 0 Provision for retirement benefits 4,504

Tools, furniture and fixtures, net 295 Provision for directors’ retirement benefits 115

Land 5,488 Other 132 Lease assets, net 336 Total liabilities 76,281 Construction in progress 14 (Net assets)

Intangible assets 1,020 Shareholders’ equity 18,611 Patent right 119 Capital stock 15,950 Software 662 Retained earnings 2,719 Lease assets 223 Legal retained earnings 38 Other 14 Other retained earnings 2,681

Investments and other assets 32,480 Retained earnings brought forward 2,681

Investment securities 1,562 Treasury stock (58)

Stocks of subsidiaries and affiliates 18,599 Valuation and translation adjustments (54)

Investments in capital of subsidiaries and affiliates 6,918 Valuation difference on

available-for-sale securities 23

Investments in capital 35 Deferred gains or losses on hedges (78)

Long-term loans receivable from subsidiaries and affiliates 1,816

Long-term loans receivable from employees 88 Claims provable in bankruptcy, claims

provable in rehabilitation and other 194

Long-term prepaid expenses 204 Deferred tax assets 5,846 Other 93 Allowance for doubtful accounts (536) Allowance for investment loss (2,343) Total net assets 18,556

Total assets 94,838 Total liabilities and net assets 94,838 (Note) Figures less than one million yen are rounded down to the nearest million.

24

Non-consolidated Statement of Income (April 1, 2011 - December 31, 2011)

(million yen)

Description Amount

Net sales 44,015

Cost of sales 37,473

Gross profit 6,541

Selling, general and administrative expenses 8,241

Operating loss 1,700

Non-operating income

Interest income and dividends income 349

Commission fee 1,238

Foreign exchange gains 946

Reversal of allowance for investment loss 1,961

Other 185 4,681

Non-operating expenses

Interest expenses 716

Other 57 774

Ordinary income 2,207

Extraordinary income

Gain on sales of noncurrent assets 0 Gain on sales of investments in capital of subsidiaries and affiliates 575

Other 0 577

Extraordinary loss

Loss on sales and retirement of noncurrent assets 56

Loss on valuation of investment securities 149

Loss on revision of retirement benefit plan 378

Other 9 594

Income before income taxes 2,189

Income taxes-current 204

Income taxes-deferred 272 477

Net income 1,711 (Note) Figures less than one million yen are rounded down to the nearest million.

25

Non-consolidated Statement of Changes in Net Assets (April 1, 2011 - December 31, 2011)

(million yen)

Shareholders’ equity Retained earnings

Other retained earnings

Capital stock Legal retained earnings

Retained earnings brought forward

Total retained earnings

Treasury stock Total

shareholders’equity

Balance at the beginning of current period 15,950 – 1,395 1,395 (58) 17,287

Changes of items during the period

Provision of legal retained earnings 38 (38) – –

Dividends from surplus (387) (387) (387)

Net income 1,711 1,711 1,711Purchase of treasury stock (0) (0)

Net changes of items other than shareholders’ equity

–

Total changes of items during the period – 38 1,285 1,323 (0) 1,323

Balance at the end of current period 15,950 38 2,681 2,719 (58) 18,611

(million yen)

Valuation and translation adjustments

Valuation difference on

available-for-sale securities

Deferred gains or losses on hedges

Total valuation and translation adjustments

Total net assets

Balance at the beginning of current period 72 (97) (24) 17,262

Changes of items during the period

Provision of legal retained earnings –

Dividends from surplus (387)

Net income 1,711Purchase of treasury stock (0)

Net changes of items other than shareholders’ equity

(48) 19 (29) (29)

Total changes of items during the period (48) 19 (29) 1,293

Balance at the end of current period 23 (78) (54) 18,556

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

26

Notes to Non-consolidated Financial Statements 1. Notes to significant accounting policies (1) Standards and methods for valuation of assets

1) Securities Stocks of subsidiaries and affiliates

Stated at cost using the moving-average method

Available-for-sale securities with market quotations Stated based on the market price, etc. on the balance sheet date (Unrealized gains and losses are excluded from income and reported in a separate component of net assets. The cost of sale is calculated using the moving-average method.)

Available-for-sale securities without market quotations

Stated at cost using the moving-average method 2) Derivatives

Stated mainly at market 3) Inventories

Stated at the lower of cost Merchandise and finished goods and work in process

Using the average method

Raw materials and supplies Using the last cost method (2) Depreciation & amortization method for noncurrent assets

1) Property, plant and equipment (excluding lease assets) The declining-balance method is applied. However, the straight-line method is applied for buildings acquired on and after April 1, 1998 (excluding any building fixtures).

The main economic useful lives are as follows:

Buildings and structures 3 - 50 yearsMachinery, equipment and vehicles 2 - 15 yearsTools, furniture and fixtures 2 - 20 years

2) Intangible assets (excluding lease assets) and long-term prepaid expenses

The straight-line method is applied. However, software bundled with computer hardware is amortized every fiscal year by no less than an equal amount calculated based on effective years (5 years), and computer software for internal use is amortized by the straight-line method over the estimated useful life (5 years).

3) Lease assets

Lease assets pertaining to finance leases without ownership transfer of the lease assets to the lessee The straight-line method is applied on the assumptions that the useful life equals the lease term and the residual value equals zero; provided, however, that lease assets whose leasing started on or before March 31, 2008 are accounted for by the accounting method used for ordinary lease transactions.

(3) Standards for recognition of reserves

1) Allowance for doubtful accounts For loss caused by uncollectible debt, an allowance for doubtful accounts is provided based on the historical write-off rate for ordinary receivables and the estimated amount of irrecoverable debt based on the recoverability of individual cases for specified receivables such as debt with a possibility of default.

2) Allowance for investment loss

For loss caused by investment in subsidiaries, the amount deemed necessary is provided in consideration of the financial status, etc. of the subsidiaries.

3) Provision for bonuses

A provision for bonuses is provided based on the estimated future payment of bonuses to employees.

27

4) Provision for retirement benefits

A provision for retirement benefits is provided based on the estimated retirement benefit obligation and pension plan assets as of this fiscal year-end. Actuarial calculation differences are amortized on a straight-line basis over a period equal to or less than the average remaining service period for employees at the time such gains or losses are realized (10 years). The amortization of net gains or losses starts from the fiscal year immediately following the year in which such gains or losses are realized. Prior service cost is amortized wholly in the fiscal year in which it is realized.

(Additional information)

The Company revised its retirement benefit plan effective July 1, 2011. With the revision, the Company transferred to a defined-benefit corporate pension plan and lump-sum payment plan from its previous tax-qualified pension plan and lump-sum payment plan, and also changed the scope of employees for whom the calculation of retirement benefits is carried out through a points system. In accordance with this change, the Company has applied the “Guidance on Accounting for Transfers between Retirement Benefit Plans” (ASBJ Guidance No.1). As a result, prior service costs of 378 million yen were realized and charged to income in a lump sum as extraordinary loss (loss on revision of retirement benefit plan).

5) Provision for directors’ retirement benefits

The system of directors’ retirement benefits was abolished with a cut-off date of June 28, 2007. The estimated amount payable as of the cut-off date is provided.

(4) Other significant basic matters for the preparation of financial statements

1) Standards for translation of assets and liabilities in foreign currencies into yen Monetary assets and liabilities in foreign currencies are translated into yen based on the spot exchange-rate in the foreign exchange market on the consolidated balance sheet date, and the foreign exchange gains and losses from the translations are recognized in the income statement.

2) Accounting for hedging activities

A. Method Deferral hedge accounting is applied. Designation is applied to forward exchange contracts that qualify for designation, and designated exceptional accounting is applied to interest-rate swaps that qualify for exceptional accounting.

B. Means for hedging and hedged item

Means for hedging Hedged item Interest-rate swap Long-term loans payable Forward exchange contract Foreign currency receivables

C. Hedging policy

Hedging is allowed only for practical purposes and for the purpose of avoiding future risks of interest rate and foreign exchange rate fluctuations.

D. Method for assessing the effectiveness of hedges

At the start of hedging, the Company assesses the effectiveness of offset in interest rate or foreign exchange rate fluctuation. Then, during the period of hedging, the Company uses the predetermined assessment method to assess whether the high effectiveness of offset is maintained at every fiscal year-end. However, this assessment is omitted for interest-rate swaps subject to designated exceptional accounting.

3) Accounting for consumption taxes

The tax-exclusion method is applied for consumption tax and local consumption tax. (5) Change of presentation method

“Short-term loans receivable” (613 million yen for the previous fiscal year), an item included in “Other” under “Current assets” in the previous fiscal year, has become material and is therefore presented separately from this fiscal year.

28

2. Notes to Non-consolidated Balance Sheet (1) Assets offered as collateral and collateralized loans

(Assets offered as collateral) Factory foundation 1,528 million yenOther land and buildings 14,502 million yenInvestment securities 1,113 million yenTotal 17,145 million yen

(Collateralized loans)

Short-term loans payable 26,708 million yenLong-term loans payable 20,555 million yenDeposits received 81 million yenTotal 47,345 million yen

(2) Accumulated depreciation of property, plant and equipment 14,422 million yen (3) Guarantee liability

(million yen) Guarantee Guaranteed amount Details

JUKI (CHINA) CO., LTD. 2,755 Guarantee on borrowing JUKI SINGAPORE PTE. LTD. 2,362 Guarantee on borrowing JUKI (SHANGHAI) INDUSTRIAL CO., LTD. 1,382 Guarantee on borrowing JUKI (VIETNAM) CO., LTD. 540 Guarantee on borrowing JUKI CENTRAL EUROPE SP.ZO.O. 442 Guarantee on borrowing JUKI METAL CORPORATION 171 Guarantee on leasing JUKI SALES (JAPAN) CORPORATION 167 Guarantee on borrowing

Total 7,821 (4) Monetary receivables from and payables to subsidiaries and affiliates

Short-term monetary receivables 29,602 million yenLong-term monetary receivables 1,816 million yenShort-term monetary payables 7,835 million yen

(5) Financial covenants

An amount of 24,570 million yen among loans is subject to financial covenants concerning ordinary income.

3. Notes to Non-consolidated Statement of Income Transactions with subsidiaries and affiliates

Net sales 39,055 million yenPurchase 28,881 million yenOther operating transactions 1,980 million yenTransactions other than operating transactions 2,736 million yen

4. Notes to Non-consolidated Statement of Changes in Net Assets

Number of treasury shares as of the fiscal year-end Common stock 150,273 shares

29

5. Notes to Tax Effect Accounting (1) Major causes for accrual of deferred tax assets and deferred tax liabilities

(million yen) - Current: Deferred tax assets: Provision for bonuses 51 Loss on valuation of inventories 193 Income taxes payable 5 Allowance for doubtful accounts 177 Other 23

Total 451 Valuation allowance (376)

Total deferred tax assets 74

- Noncurrent: Deferred tax assets: Provision for retirement benefits 1,640 Allowance for investment loss 835 Allowance for doubtful accounts 181 Impairment loss 276 Provision for directors’ retirement benefits 40 Loss brought forward 6,503 Loss on valuation of stocks of subsidiaries and affiliates 1,902 Other 195

Total 11,576 Valuation allowance (5,716)

Total deferred tax assets 5,859

Deferred tax liabilities: Valuation difference on available-for-sale securities 13

Total deferred tax liabilities 13

Net deferred tax assets 5,846

30

(2) Revision of amounts of deferred tax assets and deferred tax liabilities due to change in corporate tax rate, etc. The “Act for Partial Revision of the Income Tax Act, etc. for the Purpose of Creating Taxation System Responding to Changes in Economic and Social Structures” (Act No. 114 of 2011) and the “Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction from the Great East Japan Earthquake” (Act No. 117 of 2011), were promulgated on December 2, 2011. As a result, for the fiscal years beginning on or after April 1, 2012, corporate tax rates will be lowered and the special reconstruction corporation tax, a surtax for reconstruction funding after the Great East Japan Earthquake, will be imposed. Along with these changes, the effective statutory tax rates used to measure deferred tax assets and deferred tax liabilities will be as follows, in accordance with the periods during which temporary differences, etc. are settled:

Until December 31, 2012 40.7% From January 1, 2013 to December 31, 2015 38.0% On and after January 1, 2016 35.6%

As a result of the change in tax rates, the amount of fixed deferred tax assets (the amount after subtracting the amount of deferred tax liabilities) has decreased by 446 million yen, and the amounts of deferred income taxes (debit), valuation difference on available-for-sale securities (credit) and deferred gains or losses on hedges (debit) have increased by 444 million yen, 1 million yen, and 3 million yen, respectively.

6. Notes to Leased Noncurrent Assets

(Finance lease transactions other than those in which ownership of the leased items is deemed to be transferred to the lessee)

(1) Amounts equivalent to purchase price, accumulated depreciation, and fiscal year-end balance

(million yen)

Category Amount equivalent to purchase price

Amount equivalent to accumulated depreciation

Amount equivalent to fiscal year-end balance

Machinery and equipment 198 162 35 Tools, furniture and fixtures 11 8 2 Software 122 114 7

(2) Amount equivalent to the fiscal year-end balance of future lease payments

Within one year 36 million yenExceeding one year 21 million yenTotal 57 million yen

(3) Lease payments, amount equivalent to depreciation, and amount equivalent to interest expenses

Lease payments 68 million yenAmount equivalent to depreciation 57 million yenAmount equivalent to interest expenses 2 million yen

(4) Method for calculating the amount equivalent to depreciation

The straight-line method is applied on the assumption that the useful life equals the lease term and that the residual value equals zero.

(5) Method for calculating the amount equivalent to interest expenses

The difference between the total lease payment and the amount equivalent to the purchase price of leased items is used as the amount equivalent to interest expenses and is allocated to each fiscal term according to the interest method.

31

7. Notes to Transactions with Related Parties Subsidiaries and affiliates

Receivables or payables on transactions

Category Company name

Ownership of voting rights, etc.

(Ownership percentage)

Relationship with the

related parties

Transaction details

Transaction amounts

(million yen) Account item

Fiscal year-end balance (million

yen) Sales of products 11,256 Accounts

receivable-trade 6,163 JUKI SINGAPORE PTE. LTD.

Direct ownership 100%

Sales and maintenance of the Company’s products

Debt guarantee 2,362 – –

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



Sales of products 8,314 Accounts

receivable-trade 2,667



Receipt of interest 17 Short-term loans

receivable 4,812

Debt guarantee 2,755 – –Sales of investments in capital of subsidiaries and affiliates

Sale price 1,152 – –

JUKI (CHINA) CO., LTD.



Gain on sale 575 – –Sales of products 3,199 Notes

receivable-trade 1,111JUKI CENTRAL EUROPE SP.ZO.O.



– – Accounts receivable-trade 223


receivable-trade 1,743JUKI AUTOMATION SYSTEMS INC.



(Allowance for investment loss)

(1,623) – –

JUKI AUTOMATION SYSTEMS AG. (Switzerland)





Purchase of products 11,664 Notes

payable-trade 2,833JUKI DENSHI KOGYO CORPORATION


Manufacture of the Company’s products – – Accounts

payable-trade 1,209

Purchase of products 5,897 Accounts

payable-trade 379

Receipt of interest 6 Short-term loans

receivable 2,040

Technology fee income 696 – –

JUKI (SHANGHAI) INDUSTRIAL CO., LTD.

Direct ownership 27.5% Indirect ownership 72.5%

Manufacture of the Company’s products

Debt guarantee 1,382 – –Recovery of funds 20 Long-term loans

receivable 930 JUKI HIROSHIMA CORPORATION


Manufacture of the Company’s products and loan

Receipt of interest 0 – –

JUKI AMERICA, INC.



(Allowance for investment loss)

(720) – –

Subsidiaries

JUKI SMT ASIA CO., LTD.



Sales of products 838 Accounts


32

Terms for transactions and policies to decide them: (Notes) 1. Terms for sales and purchases are decided in consideration of factors such as market prices. 2. The sale price for investments in capital of subsidiaries and affiliates are calculated rationally in

consideration of valuations made by independent third parties. 3. Loan rates are decided in consideration of market interest rates and the financial status of

borrowers. 4. The allowance for investment loss provided for JUKI AUTOMATION SYSTEMS INC. and

JUKI AMERICA, INC. is based on valuation of the stocks of subsidiaries and affiliates. 5. Technology fee income is decided in consideration of factors such as market prices. 6. Debt guarantee for JUKI SINGAPORE PTE. LTD., JUKI (CHINA) CO., LTD., and JUKI

(SHANGHAI) INDUSTRIAL CO., LTD. are provided with regard to borrowing from banks. 7. 837 million yen in allowance for doubtful accounts has been recorded regarding claims to

subsidiaries with a possibility of default. In relation to this allowance, a total of 27 million yen of provision of allowance for doubtful accounts has been recorded in the fiscal year under review.

8. Transaction amounts do not include consumption taxes. The fiscal year-end balance includes consumption taxes.

8.Notes to Per Share Information

(1) Net assets per share 143.61 yen(2) Net income per share 13.24 yen

33

(English Translation) Certified copy of Accounting Auditor’s audit report on the Consolidated Financial Statements

Independent Auditor’s Report

February 9, 2012 To the Board of Directors JUKI CORPORATION

Deloitte Touche Tohmatsu LLC Mitsuru Hirano, CPA Engagement Partner Akio Kimura, CPA Engagement Partner

Pursuant to Paragraph 4 of Article 444 of the Companies Act, we have audited the consolidated financial

statements, that is, the consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets and notes to consolidated financial statements of JUKI CORPORATION for the fiscal term from April 1, 2011 to December 31, 2011.

The responsibility of management concerning the consolidated financial statements

The responsibility of management is to prepare consolidated financial statements in accordance with business accounting standards generally accepted in Japan and present appropriate accounting information. This responsibility includes the establishment and operation of internal controls deemed necessary by management for the preparation of consolidated financial statements free of material misstatement due to fraud or error and the presentation of appropriate accounting information.

The responsibility of independent auditors

Our responsibility is to express an opinion independently on the consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those auditing standards require that we plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements are free of material misstatement.

In audits, procedures are conducted in order to obtain audit evidence supporting the amounts and

disclosures in the consolidated financial statements. Audit procedures are chosen and applied in accordance with our judgment, based on the risk assessment of material misstatement in the consolidated financial statements due to fraud or error. The purpose of an audit is not to express an opinion on the effectiveness of internal controls. However, we examine internal controls related to the preparation of consolidated financial statements and the appropriate presentation in the course of conducting risk assessment, in order to plan audit procedures appropriate to the circumstances. An audit includes assessing the accounting policies used, its application method and estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that we have obtained sufficient and appropriate audit evidence to support our audit opinion.

Audit opinion In our opinion, the above consolidated financial statements fairly present, in every material aspect, the

financial position and results of operations of the Group consisting of JUKI CORPORATION and its consolidated subsidiaries for the relevant term of the consolidated financial statements, in accordance with the business accounting standards generally accepted in Japan.

Interests in the Company

Our firm and engagement partners have no interest in the Company which shall be disclosed pursuant to the provisions of the Certified Public Accountants Act.

____________________ Notice to Readers: The original consolidated financial statements, which consist of the consolidated balance sheet, the

consolidated statement of income, the consolidated statement of changes in net assets and the notes to consolidated financial statements, are written in Japanese.

34

(English Translation) Certified copy of Accounting Auditor’s audit report on the Non-consolidated Financial Statements

Independent Auditor’s Report

February 9, 2012 To the Board of Directors JUKI CORPORATION

Deloitte Touche Tohmatsu LLC Mitsuru Hirano, CPA Engagement Partner Akio Kimura, CPA Engagement Partner

Pursuant to Paragraph 2-Item 1 of Article 436 of the Companies Act, we have audited the

non-consolidated financial statements, that is, the non-consolidated balance sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets and notes to non-consolidated financial statements, and the supplementary schedules of JUKI CORPORATION for the 97th fiscal term from April 1, 2011 to December 31, 2011.

The responsibility of management concerning the non-consolidated financial statements, etc.

The responsibility of management is to prepare non-consolidated financial statements and the supplementary schedules in accordance with business accounting standards generally accepted in Japan and present appropriate accounting information. This responsibility includes the establishment and operation of internal controls deemed necessary by management for the preparation of non-consolidated financial statements, and the supplementary schedules, free of material misstatement due to fraud or error and the presentation of appropriate accounting information.

The responsibility of independent auditors

Our responsibility is to express an opinion independently on the non-consolidated financial statements and the supplementary schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those auditing standards require that we plan and perform the audit to obtain reasonable assurance as to whether the non-consolidated financial statements and the supplementary schedules are free of material misstatement.

In audits, procedures are conducted in order to obtain audit evidence supporting the amounts and

disclosures in the non-consolidated financial statements and the supplementary schedules. Audit procedures are chosen and applied in accordance with our judgment, based on the risk assessment of material misstatement in the non-consolidated financial statements, and the supplementary schedules, due to fraud or error. The purpose of an audit is not to express an opinion on the effectiveness of internal controls. However, we examine internal controls related to the preparation of non-consolidated financial statements, and the supplementary schedules, and the appropriate presentation in the course of conducting risk assessment, in order to plan audit procedures appropriate to the circumstances. An audit includes assessing the accounting policies used, its application method and estimates made by management, as well as evaluating the overall presentation of the non-consolidated financial statements and the supplementary schedules.

We believe that we have obtained sufficient and appropriate audit evidence to support our audit opinion.

Audit opinion In our opinion, the above non-consolidated financial statements and supplementary schedules fairly

present, in every material aspect, the financial position and results of operations of the Company for the relevant term of the non-consolidated financial statements and supplementary schedules, in accordance with the business accounting standards generally accepted in Japan.

35

Interests in the Company Our firm and engagement partners have no interest in the Company which shall be disclosed pursuant to

the provisions of the Certified Public Accountants Act.

____________________ Notice to Readers: The original non-consolidated financial statements, which consist of the non-consolidated balance sheet,

the non-consolidated statement of income, the non-consolidated statement of changes in net assets, the notes to non-consolidated financial statements and the supplementary schedules thereof, are written in Japanese.

36

(English Translation) Certified copy of the Board of Corporate Auditors’ audit report

Audit Report

The Board of Corporate Auditors, following review and deliberations on the reports made by each Corporate Auditor concerning the execution of duties by Directors for the 97th fiscal term from April 1, 2011 to December 31, 2011, prepared this Audit Report and hereby submit it as follows: 1. Summary of Auditing Methods by Corporate Auditors and the Board of Corporate Auditors

The Board of Corporate Auditors established auditing policies and the division of duties, received reports regarding the status of audits and the results thereof from each Corporate Auditor, received reports regarding the status of the execution of duties from Directors and the Accounting Auditor, and requested explanation as necessary.

In accordance with the auditing standards for Corporate Auditors determined by the Board of Corporate

Auditors, and in compliance with auditing policies and the division of duties, each Corporate Auditor made efforts to collect information and establish auditing circumstances through communication with Directors, internal audit staff and other employees, and attended the Board of Directors’ meetings and other important meetings to receive reports regarding execution of duties from Directors and employees, and requested explanations as necessary. Each Corporate Auditor also inspected the approved documents and examined the status of operations and conditions of assets at the head office and principal offices. Each Corporate Auditor verified the resolutions adopted by the Board of Directors regarding the establishment of a system for ensuring that the Directors’ duties, as stated in the business report, are executed in conformity of laws and regulations, and the Articles of Incorporation of the Company, and the establishment of a system necessary to ensure proper business operations of companies set forth in Paragraphs 1 and 3 of Article 100 of the Ordinance for Enforcement of the Companies Act. It also regularly received reports from Directors and employees on the status of the establishment and operation of the system (internal control system) established in accordance with such resolutions adopted by the Board of Directors, and requested explanations as necessary and expressed his/her opinions. With regard to the internal control pertaining to financial reports, Corporate Auditors received reports from Directors and Deloitte Touche Tohmatsu LLC on the status of discussion between them and the evaluation of such internal control and the status of audit.

Corporate Auditors received from subsidiaries their business reports as necessary through

communication and information sharing with their directors etc. In accordance with the procedures mentioned above, we reviewed the business reports and supplementary schedules for the fiscal term ended December 31, 2011.

Further, Corporate Auditors monitored and verified that the Accounting Auditor maintains independence

and conduct the audits appropriately. Each Corporate Auditor also received reports on the status of the execution of duties from Accounting Auditor and requested explanation as necessary. In addition, we were informed of the arrangement of the “System for ensuring that the duties are performed appropriately” (matters stipulated in the items of Article 131 of the Corporate Calculation Regulations in accordance with “Standards for the Quality Control of Audits” (Business Accounting Council, October 28, 2005)) from the Accounting Auditor and requested explanations as necessary. In accordance with the procedures mentioned above, we reviewed the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated statement of income, non-consolidated statement of changes in net assets and notes to non-consolidated financial statements), the supplementary schedules thereto, and the consolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets and notes to consolidated financial statements) for the fiscal term ended December 31, 2011.

37

2. Results of Audit (1) Results of Audit of Business Report and Other Relevant Documents

1. The business report and supplementary schedules present fairly the financial condition of the Company in conformity with related laws, regulations, and the Articles of Incorporation of the Company.

2. Regarding the execution of duties by Directors, there were no instances of misconduct or material matters in violation of laws, regulations, nor of the Articles of Incorporation of the Company.

3. The resolution of the Board of Directors regarding the internal control system is fair and reasonable. There are no matters requiring additional comment regarding the contents of the business report on such internal control and the execution of duties by Directors. With regard to the internal control pertaining to financial reports, the Board of Corporate Auditors received reports from Directors and Deloitte Touche Tohmatsu LLC that there were no material defects as of the date this audit report was prepared.

(2) Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules

The auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, are fair and reasonable.

(3) Results of Audit of Consolidated Financial Statements

The auditing methods and results of the Accounting Auditor, Deloitte Touche Tohmatsu LLC, are fair and reasonable.

February 13, 2012

Board of Corporate Auditors, JUKI CORPORATION

Full-Time Corporate Auditor Yoshihiro Otake Corporate Auditor Kousuke Inoue Corporate Auditor Masato Tanaka

(Note) Corporate Auditors Kousuke Inoue and Masato Tanaka are Outside Corporate Auditors who are

required to be appointed in accordance with Paragraph 3 of Article 335 of the Companies Act.

38

Reference Materials for the Ordinary General Meeting of Shareholders Proposals and Reference Matters First proposal: Appropriation of Surplus

For distribution of profit, we maintain the basic policy of striving to improve the return of profit to our shareholders based on the stable payment of dividends in comprehensive consideration of factors such as the internal reserve provided for future business development and the results of the fiscal year under review. Based on this policy, we would like to offer the following as a year-end dividend for the 97th fiscal year: Year-end dividend (1) Type of dividend assets

Cash

(2) Distribution of dividend assets to shareholders and the total amount of dividends Payment of 3.00 yen per share of common stock (Total amount of dividends: 387,661,878 yen)

(3) Effective date of dividends from surplus

March 29, 2012

39

Second proposal: Election of 7 Directors

The term of office of all (7) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of 7 Directors (including 1 Outside Director) is proposed.

The candidates for Directors are as follows:

No. Name (Date of birth)

Career summary, positions, responsibilities, and significant concurrent positions

Number of shares of the

Company heldApril 1966 Joined Fuji Bank Limited (currently Mizuho

Bank, Ltd.) June 1993 Director, ditto June 1996 Joined the Company, Senior Managing

Director June 1997 Representative Senior Managing Director June 1999 President June 2010 Chairman

1 Kazuyuki Nakamura (August 19, 1943)

(To the present)

86,000 shares

April 1974 Joined Fuji Bank Limited (currently Mizuho Bank, Ltd.)

April 2002 Executive Officer and General Manager of Corporate Planning Dept. of Mizuho Bank, Ltd.

March 2003 Managing Executive Officer, ditto March 2007 President of Mizuho Capital Co., Ltd. May 2009 Joined the Company, Advisor June 2009 Senior Managing Director, CAO and CCO July 2009 Senior Managing Director, CFO, CAO and

CCO June 2010 President

2 Akira Kiyohara (November 26, 1951)

(To the present)

45,000 shares

December 1972 Joined the Company April 1988 Branch Manager of Tohoku Branch,

Industrial Products Sales HQ of Industrial Sewing Machines Div.

October 1999 General Manager of General Affairs Dept. and General Manager of Secretariat & Public Relations Dept.

July 2005 Executive Operating Officer and Division Manager of Household Product Div.

April 2007 Senior Executive Operating Officer, and President of JUKI Household Product Co., Ltd.

May 2008 Senior Executive Operating Officer, CCO, CQO, in charge of Information System Dept.

October 2008 Chief Executive Operating Officer and Division Manager of Industrial Sewing Machines Business Div.

June 2009 Managing Director and Division Manager of Industrial Sewing Machines Business Div.

April 2011 Managing Director, “in charge of Business Operation Center (Sewing Machinery Business Unit),” Senior Executive Director of Sewing Machinery Business Unit, and General Manager of Customer Support Dept., Sewing Machinery Business Unit

3 Shinji Yamaguchi (September 19, 1948)

March 2012 Managing Director, “in charge of Business Operation Center (Sewing Machinery Business Unit),” and Senior Executive Director of Sewing Machinery Business Unit (To the present)

50,000 shares

40




Company heldApril 1978 Joined the Company February 2000 General Manager of Business Renovation

Promotion Dept. April 2002 Deputy HQ Manager of Administration HQ

of Electronic Assembly and Test Systems Div.

January 2004 Executive Operating Officer and Deputy Division Manager of Electronic Assembly and Test Systems Div.

March 2005 Executive Operating Officer and Division Manager of Electronic Assembly and Test Systems Div.

June 2005 Director and Division Manager of Electronic Assembly and Test Systems Div.

June 2006 Managing Director and Division Manager of Electronic Assembly and Test Systems Div.

April 2011 Managing Director, “in charge of Business Operation Center (Electronic Assembly Systems Business Unit),” “in charge of Quality Assurance Dept.,” and Senior Executive Director of Electronic Assembly Systems Business Unit

4 Hirokazu Nagashima (February 1, 1958)

(To the present)

65,000 shares

April 1964 Joined the Company October 2000 Deputy Chairman and General Manager of

JUKI (SHANGHAI) INDUSTRIAL CO., LTD.

December 2003

HQ Manager of Production HQ of Industrial Sewing Machines Business Div., and President of JUKI Ohtawara Corporation

April 2005 Executive Operating Officer, and President of JUKI Ohtawara Corporation

December 2006

Senior Executive Operating Officer, Deputy Division Manager of Industrial Sewing Machines Business Div., and President of JUKI Ohtawara Corporation

October 2009 Senior Executive Operating Officer, Deputy Division Manager of Industrial Sewing Machines Business Div., HQ Manager of Production HQ, and Plant Manager of Ohtawara Plant

April 2011 Senior Executive Operating Officer, “in charge of Production Center”

June 2011 Managing Director, “in charge of Production Center”

5 Shuji Yamaoka (August 24, 1945)

(To the present)

79,000 shares

41




Company heldApril 1974 Joined the Company April 2003 Executive Operating Officer, CPO and HQ

Manager of Production HQ of Industrial Sewing Machines Business Div.

June 2006 Director, CPO and HQ Manager of Production HQ

June 2009 Executive Operating Officer, CPO, CQO, and General Manager of Production Planning Dept.

October 2009 Executive Operating Officer and Deputy HQ Manager of Production HQ of Industrial Sewing Machines Business Div.

March 2011 Executive Operating Officer and General Manager of Technology Control Dept. of Technology HQ

July 2011 Senior Executive Operating Officer, “in charge of Development Center”

6 Takashi Mizuno (February 2, 1951)

(To the present)

45,000 shares

April 1969 Joined Teikoku Piston Ring Co., Ltd. (currently TPR Co., Ltd.)

February 1996 Deputy General Manager of Overseas Business Dept., ditto

October 1998 General Manager of Trade Dept., ditto June 2002 Director, ditto (President of United Piston

Ring Inc.) June 2005 Corporate Officer, ditto, and President of

United Piston Ring Inc. February 2006 Corporate Officer, ditto, and President of

TEIPI Corporation of America June 2006 Managing Officer, ditto, and President of

TEIPI Corporation of America June 2007 Managing Officer and General Manager of

Overseas Business Dept., ditto, and Director of TEIPI Sales Co., Ltd. (currently TPR Trading Co., Ltd.)

June 2009 Managing Director, ditto, and Director of TEIPI Sales Co., Ltd.

June 2010 Senior Managing Director, ditto, Director of TEIPI Sales Co., Ltd., and Director of the Company

7 Toshihiko Ozaki (January 31, 1947)

June 2011 Director and Senior Managing Officer, ditto, Director of TPR Trading Co., Ltd., and Director of the Company (To the present)

0 shares

(Notes) 1. There are no conflicts of interest between the Company and any of the above candidates for Directors. 2. Mr. Toshihiko Ozaki is a candidate for Outside Director. 3. Mr. Toshihiko Ozaki is nominated as a candidate for Outside Director because we expect him to serve as a

competent Director and to appropriately provide advice and make decisions from an objective and neutral position based on his broad experience and knowledge as a corporate manager and his considerable insight and supervisory abilities with regard to corporate management.

4. Mr. Toshihiko Ozaki, currently an Outside Director of the Company, will have been in office for one year and nine months at the conclusion of this General Meeting of Shareholders.

5. Upon the approval of Mr. Toshihiko Ozaki’s election in this proposed resolution, the Company will conclude a “Contract for Limitation of Liability” with him for the purpose of limiting his such liability, as provided for in Paragraph 1 of Article 423 of the Companies Act, in accordance with Article 32 of the Company’s Articles of Incorporation. The maximum amount of liability under said contract is the amount provided by laws and regulations.

42

Third proposal: Election of 2 Corporate Auditors

The term of office of Corporate Auditors, Mr. Kousuke Inoue and Mr. Masato Tanaka will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of 2 Corporate Auditors is proposed.

The Board of Corporate Auditors consented to the proposal of this resolution. The candidates for Corporate Auditors are as follows:

No. Name (Date of birth) Career summary, positions, and significant concurrent positions


Company heldApril 1969 Joined Fuji Bank Limited (currently Mizuho

Bank, Ltd.) May 1993 General Manager of Akasaka Branch, ditto April 1998 Deputy Director for Head Office, ditto February 1999 Joined PIP-Tokyo Co., Ltd. (currently PIP

Co., Ltd.), Managing Director March 2005 Joined Totech Corporation, General Manager

of Management Control Dept. June 2006 Managing Executive Officer and General

Manager of Corporate Planning Dept., ditto June 2006 Corporate Auditor of the Company May 2007 Full-time Corporate Auditor

3,000 shares

June 2011 Corporate Auditor

1 Kousuke Inoue (October 10, 1945)

(To the present) April 1983 Appointed as judge

(Served as a judge of Osaka District Court, investigator for the Supreme Court, judge for the Tokyo High Court, judge for the Intellectual High Court, etc.)

April 2006 Retired as judge, Registered as an attorney (Dai-ichi Tokyo Bar Association)

April 2006 Partner attorney of Nagashima Ohno & Tsunematsu

(To the present) June 2011 Corporate Auditor of the Company

2 Masato Tanaka (August 5, 1956)

(To the present)

0 shares

(Notes) 1. There are no conflicts of interest between the Company and any of the above candidates for Corporate

Auditors. 2. Mr. Kousuke Inoue and Mr. Masato Tanaka are candidates for Outside Corporate Auditors. 3. Matters of particular importance related to candidates for Outside Corporate Auditors are as follows:

(1) Reasons for nomination as candidates for Outside Corporate Auditors i. Mr. Kousuke Inoue is nominated as a candidate for Outside Corporate Auditor because he is expected,

as an Outside Corporate Auditor, to appropriately provide advice and conduct audits based on his broad experience as a corporate manager and extensive insight.

ii. Mr. Masato Tanaka is nominated as a candidate for Outside Corporate Auditor because he is expected, as an Outside Corporate Auditor, to appropriately provide advice and conduct audits on matters such as compliance based on the legal expertise and experience he has built up over many years.

(2) The number of years since assuming office as the Company’s Outside Corporate Auditors i. Mr. Kousuke Inoue will have been in office for five years and nine months at the conclusion of this

General Meeting of Shareholders. ii. Mr. Masato Tanaka will have been in office for nine months at the conclusion of this General Meeting

of Shareholders. 4. Upon the approval of Mr. Kousuke Inoue and Mr. Masato Tanaka’s election in this proposed resolution, the

Company will conclude “Contracts for Limitation of Liability” with them for the purpose of limiting their such liability, as provided for in Paragraph 1 of Article 423 of the Companies Act, in accordance with Article 44 of the Company’s Articles of Incorporation. The maximum amount of liability under said contract is the amount provided by laws and regulations.

43

Fourth proposal: Election of 2 Substitute Corporate Auditors

The term of office of substitute Corporate Auditors, Mr. Masahiro Watanabe and Ms. Masako Wakana will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the election of 2 substitute Corporate Auditors is proposed.

The Board of Corporate Auditors consented to the proposal of this resolution. The candidates for substitute Corporate Auditors are as follows:

No. Name (Date of birth) Career summary, positions, and significant concurrent positions


Company heldJuly 1969 Joined Fuji Bank Limited (currently Mizuho

Bank, Ltd.) May 1993 Accounting General Manager of Corporate

Planning Div., ditto May 1996 General Manager of Bakurocho Branch, ditto March 2001 Managing Director of The Chiba Kogyo

Bank, Ltd. June 2002 Senior Executive Operating Officer of Fuji

Research Institute Corporation (currently Mizuho Research Institute Ltd.)

June 2005 Standing Corporate Auditor of Mizuho Staff Co., Ltd.

June 2006 Standing Corporate Auditor of Nihon Shurui Hanbai Co., Ltd.

1 Yasuaki Isobe (May 6, 1946)

June 2009 Retired as Standing Corporate Auditor of Nihon Shurui Hanbai Co., Ltd.

0 shares

April 1979 Registered as an attorney (Dai-ichi Tokyo Bar Association)

December 1989 Representative attorney of Hori & Associates Law Office (currently Hori & Partners)

2 Yutaka Hori (October 5, 1949)

(To the present)

0 shares

(Notes) 1. There are no conflicts of interest between the Company and any of the above candidates for substitute

Corporate Auditors. 2. The candidates are substitutes for Outside Corporate Auditors and Corporate Auditors other than Outside

Corporate Auditors. 3. Mr. Yasuaki Isobe is nominated as a candidate for substitute for Outside Corporate Auditor and Corporate

Auditor other than Outside Corporate Auditor because he is expected to appropriately provide advice and conduct audits based on his broad experience as a corporate manager and extensive insight.

4. Mr. Yutaka Hori is nominated as a candidate for substitute for Outside Corporate Auditor and Corporate Auditor other than Outside Corporate Auditor because he is expected to appropriately provide advice and conduct audits on matters such as compliance based on the legal expertise and experience he has built up as an attorney over many years.

5. In the event of the election of Mr. Yasuaki Isobe and Mr. Yutaka Hori as substitute Corporate Auditors, Mr. Yasuaki Isobe shall take first priority and Mr. Yutaka Hori shall take second priority.

6. Upon assumption of office as Outside Corporate Auditors, the Company will conclude “Contracts for Limitation of Liability” with Mr. Yasuaki Isobe and Mr. Yutaka Hori for the purpose of limiting their such liability, as provided for in Paragraph 1 of Article 423 of the Companies Act, in accordance with Article 44 of the Company’s Articles of Incorporation. The maximum amount of liability under said contract is the amount provided by laws and regulations.

7. The Company may cancel the election of substitute Corporate Auditors before they assume office as Corporate Auditors. The cancellation shall be resolved by a majority of the Board of Directors and shall require the consent of the Board of Corporate Auditors.