To All Shareholders: Akira Kiyohara Representative Director JUKI CORPORATION CONVOCATION NOTICE OF THE 103RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

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1 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 these translations or for direct, indirect or any other forms of damages arising from the translations. Securities code: 6440 March 1, 2018 To All Shareholders: Akira Kiyohara Representative Director JUKI CORPORATION , Tsurumaki, Tama-shi, Tokyo, Japan Dear Shareholders: CONVOCATION NOTICE OF THE 103RD ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 103rd 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 attached Reference Materials for the Ordinary General Meeting of Shareholders, indicate for or against for each of the proposals in the enclosed Voting Right Exercise Form, and return the form to us no later than 6:00 p.m., Friday, March 23, 2018 (Japan Standard Time). Thank you very much for your cooperation. 1. Date and Time: March 26, 2018 (Monday) at 10:00 a.m. 2. Place: Multi-purpose hall, 3rd floor of the East Tower of the Company s Head Office, , Tsurumaki, Tama-shi, Tokyo, Japan 3. Meeting Agenda: Report matters: 1. The Business Report and the Consolidated Financial Statements for the 103rd Fiscal Year (January 1, 2017 to December 31, 2017), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board 2. Non-consolidated Financial Statements for the 103rd Fiscal Year (January 1, 2017 to December 31, 2017) Resolution matters: First proposal: Appropriation of Surplus Second proposal: Election of 6 Directors Third proposal: Election of 2 Substitute Audit & Supervisory Board Members 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: 1

2 (Attached materials) 1. Overview of the JUKI Group (the Group ) (1) Business Progress and Results Business Report (January 1, 2017 to December 31, 2017) In the fiscal year 2017 (FY 2017), the Company posted consolidated net sales of 103,659 million yen (up by 6.1% from the same period of the previous fiscal year), as a result of the steady growth of economies of Europe, the U.S. and China, growth in demand of capital investment in the Company s equipment especially in China and stable weak yen situation, etc. With respect to profits, consolidated operating profit was 8,156 million yen (up by 75.3% from the same period of the previous fiscal year), a result of execution of sales activities by placing importance to profitability based on review of policy of business profitability, improvement to profitability due to cost-cutting, reductions of various expenses and other factors. Consolidated ordinary profit was 7,839 million yen (up by 159.4% from the same period of the previous fiscal year), and profit attributable to owners of parent was 5,642 million yen (up by 199.6% from the same period of the previous fiscal year), owing to factors including lower exchange losses accompanying the revaluation of foreign-currency-denominated receivables, which were significant in FY Business results by major segment are as follows: In order to respond to future changes in the business environment and build a business structure that sustainably can earn high revenues, the Company changed management framework and restructured business organizations in FY Namely, the two business segments, i.e. the Sewing Machinery Business Unit and the Electronic Assembly Systems Business Unit, respectively, have been reorganized into two new segments, i.e. the Sewing Machinery and Systems Business Unit and the Industrial Equipment and Systems Business Unit, for the purpose of strengthening solution business by means of including the business related to several integrated & sophisticated systems Business in the business area assigned to the two business segments. 1) Sewing Machinery and Systems Business Unit On a regional basis, sales were sluggish in some regions in the Asian market, while sales grew in the high-end market in Europe, the U.S. and China. On a product basis, sales for the middle market of the apparel market declined, although sales in the non-apparel field were robust. As a result of these factors, net sales of the Sewing Machinery and Systems Business Unit amounted to 69,055 million yen (down by 0.3% from the same period of the previous fiscal year). With respect of profits, ordinary profit was 5,881 million yen (up by 38.3% from the same period of the previous fiscal year), owing to improved profitability due to an increase in sales of high-end and high value-added products, sales activities pursuing profitability, and cost reductions, etc. 2) Industrial Equipment and Systems Business Unit In electronic assembly systems, sales of new mounters and labor-saving devices tied to smart factory proposals increased significantly, supported by growth of demand in capital investment in China (the largest market) and other countries, while sales in the group business, such as contract manufacturing service, gradually increased due to developments and acquisition of new customers. As a result, net sales of the Industrial Equipment and Systems Business Unit amounted to 34,280 million yen (up by 21.8% from the same period of the previous fiscal year). In terms of profits, ordinary profit was significantly improved as of 2,820 million yen (ordinary loss of 63 million yen in the same period of the previous fiscal year), due to improved profitability in conjunction with increased sales of new products, cost reduction effects by structural reforms carried out to date, and other factors. (2) Capital Investments Capital investment totaling 2,312 million yen was disbursed in FY 2017, including 1,005 million yen for machinery, equipment and vehicles, and 414 million yen for tools, furniture and fixtures. 2

3 (3) Financing Financing for FY 2017 was arranged using the Group s own funds and borrowings from financial institutions, etc. (4) Issues to Address Based on the long-term vision, To thrive in the 21st century as a global, innovative Monodzukuri (manufacturing) enterprise, the Company last year formulated the Medium-Term Management Plan Value Up 2022, aiming to achieve continuous growth for the Group in the future. This Medium-Term Management Plan will serve as the basis for the Company s initiatives in becoming a Monodzukuri enterprise also capable of elevating the corporate value of both JUKI and its customers through JUKI products and services by To realize this goal, the Company defined the vision for the three years of FY 2017 to FY 2019 of the Medium-Term Management Plan as becoming an enterprise that consistently provides customer-preferred, high-quality products and services. During this fiscal year, in light of changes in the business environment and the status of the roll-out of the business plan, the Company has prepared the management plan covering the three years of FY 2018 through FY 2020 by means of revising FY 2017 to FY 2019 of the Medium-Term Management Plan. The Company will contribute its energies and efforts towards realizing the aforementioned vision Becoming an enterprise that consistently provides customer-preferred, high-quality products and services. The basic policies for the upcoming three years are the following six basic policies, comprising the existing policies and the one new policy of building future customers base through developing the market. 1) Strengthening our value-creation capabilities through solution sales: We will provide solutions (or added value) that satisfies customers needs more and more by bolstering our ability to propose automation and systematization incorporating, applying utilizing AI, remote control, and other cutting-edge technologies in our hardware, software, services, etc. 2) Building future customers base through developing the market We will make effort to increase the competitive power of products by developing cutting-edge technologies, reducing costs, etc. In addition, we will make effort to build stable customers base in the market by means of acquiring new customers and strengthening relationships with current customers, including customers in growing business fields such as the middle market and the in-car-related market (e.g. industry for sewing car seats), etc. effective in or looking toward the futures. 3) Creating new business categories and reinforcing them effective in or looking toward the future We will make effort to develop new businesses through the group business, promote the parts business, and strengthen alliances, among other efforts. 4) Developing globally competent and innovative personnel and deploying them to fulfill our visions We will advance group-wide personnel development and job rotations, and in addition will promote diversity, including utilizing and making national staff, female employees, experienced employees, and young employees play an active part vigorously. By promoting health management, we will build innovative and active workforce and organization. 5) Constructing a smart business foundation We will reduce costs by means of reforming supply chain management, reviewing the production and development processes, and will streamline administrative operations by promoting work style reforms, and will also promote environmental management on a group-wide basis, etc. 6) Building capital through strengthening our financial structure We will use the efforts lower our interest-bearing debt by reducing inventories and through efficient group cash management operations, and we will enhance our profit-earning capability and capital. 3

4 We will address these issues through the concerted efforts of the Group, in order to meet the expectations of you, our shareholders. We, kindly, ask you for your further support and encouragement. (5) Changes in Assets and Profit (Loss) 1) Group (million yen, except for per share amounts) Item The 100th fiscal year ended The 101st fiscal year ended The 102nd fiscal year ended The 103rd fiscal year ended December 31, 2014December 31, 2015December 31, 2016 December 31, 2017 Net sales 107, ,865 97, ,659 Ordinary profit 7,710 5,728 3,022 7,839 Profit attributable to owners of parent 6,058 3,853 1,883 5,642 Basic earnings per share Total assets 130, , , ,554 Net assets 25,010 28,477 27,582 33,343 Net assets per share , (Notes) 1. Basic earnings per share is calculated using the average number of shares issued 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. On July 1, 2015, the Company carried out a one-for-five common share consolidation. Basic earnings per share and net assets per share have been calculated as if the share consolidation had been carried out at the beginning of the 100th fiscal year. 2) Company (million yen, except for per share amounts) Item The 100th fiscal year ended The 101st fiscal year ended The 102nd fiscal year ended The 103rd fiscal year ended December 31, 2014December 31, 2015December 31, 2016 December 31, 2017 Net sales 56,410 58,870 54,128 49,487 Ordinary profit 7,962 5,222 2,531 2,793 Profit (loss) 7,031 3,563 (722) 2,157 Basic earnings (loss) per share (24.53) Total assets 109,211 97,075 90,381 89,903 Net assets 25,919 29,498 27,513 29,172 Net assets per share (Notes) 1. Basic earnings (loss) per share is calculated using the average number of shares issued 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. On July 1, 2015, the Company carried out a one-for-five common share consolidation. Basic earnings (loss) per share and net assets per share have been calculated as if the share consolidation had been carried out at the beginning of the 100th fiscal year. 4

5 (6) Principal Subsidiaries 1) Principal Subsidiaries Company name JUKI AUTOMATION SYSTEMS CORPORATION JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION JUKI SALES (JAPAN) CORPORATION JUKI SINGAPORE PTE. LTD. JUKI (CHINA) CO., LTD. JUKI (SHANGHAI) INDUSTRIAL CO., LTD. JUKI AMERICA, INC. TOKYO JUKI INTERNATIONAL TRADING (SHANGHAI) CO., LTD. JUKI CENTRAL EUROPE SP. ZO.O. JUKI (NINGBO) PRECISION CO., LTD. JUKI (VIETNAM) CO., LTD. Capital (million yen) U.S.$29,435 thousand RMB358,365 thousand RMB196,148 thousand U.S.$26,346 thousand The Company s percentage of voting rights Direct Indirect 2, % % % 100% 100% 27.5% 72.5% 100% RMB5,001 thousand 100% PLN50 thousand 100% RMB42,876 thousand 100% U.S.$5,000 thousand 100% Main business Sales of SMT systems, inspection equipment, printing equipment and others Manufacture and sales of SMT systems, inspection equipment, printing equipment and others Sales of sewing machinery in Japan Sales of sewing machinery in Asian regions Administration of subsidiaries in China and sales of sewing machinery Manufacture and sales of industrial sewing machines Sales of sewing machinery in the Americas Sales of SMT systems, inspection equipment, printing equipment and others in China Sales of sewing machinery in European regions Manufacture and sales of sewing machinery parts Manufacture and sales of industrial sewing machines, precision casting parts and others JUKI XINXING RMB160,000 Manufacture and sales of 89.9% INDUSTRY CO., LTD. thousand industrial sewing machines (Note) On July 1, 2017, JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION changed its company name from JUKI DENSHI KOGYO CORPORATION. In addition, JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION acquired two of wholly owned subsidiaries of JUKI DENSHI KOGYO CORPORATION through an absorption-type merger on the aforementioned date. 2) Status of Specified Wholly Owned Subsidiaries No items to report. (7) Principal Businesses Segment Sewing Machinery and Systems Business Unit Industrial Equipment and Systems Business Unit Summary of business Manufacture and sales of industrial sewing machines and household sewing machines Manufacture and sales of electronics assembly & systems (mounters, inspection equipment and others), sales of parts, maintenance services and commissioned processing business 5

6 (8) Principal Offices and Plants Company name Office or plant Location JUKI CORPORATION JUKI AUTOMATION SYSTEMS CORPORATION JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION Head Office Ohtawara Plant Head Office Head Office and Plant Tokyo Tochigi Tokyo Akita JUKI SALES (JAPAN) CORPORATION Head Office Tokyo JUKI SINGAPORE PTE. LTD. Head Office Singapore JUKI (CHINA) CO., LTD. Head Office Shanghai, China JUKI (SHANGHAI) INDUSTRIAL CO., LTD. Head Office and Plant Shanghai, China JUKI AMERICA, INC. Head Office Florida, U.S.A. TOKYO JUKI INTERNATIONAL TRADING (SHANGHAI) CO., LTD. Head Office Shanghai, China JUKI CENTRAL EUROPE SP. ZO.O. Head Office Warsaw, Poland (9) Employees 1) Group (As of December 31, 2017) Segment Number of employees Change from previous fiscal year-end Sewing Machinery and Systems Business Unit 3,604 (138) Industrial Equipment and Systems Business Unit 1,903 6 Other business 125 (7) Corporate headquarters (common) Total 5,899 (122) (Note) The above figures include contract employees and part-timers and exclude dispatched employees. 2) Company (As of December 31, 2017) Change from previous Average years of Number of employees Average age fiscal year-end service persons increased 45.2 years old 20.4 years (Note) The above figures include contract employees and part-timers and exclude dispatched employees. 6

7 (10) Major Creditors and Balance of Borrowings Creditor (As of December 31, 2017) Balance of borrowings (million yen) Mizuho Bank, Ltd. 15,829 Sumitomo Mitsui Trust Bank, Limited 6,684 Mizuho Trust & Banking Co., Ltd. 4,461 The Hiroshima Bank, Ltd. 4,083 Development Bank of Japan Inc. 3,756 The Hokuto Bank, Ltd. 2,423 7

8 2. Status of Shares (As of December 31, 2017) (1) Total Number of Authorized Shares 80,000,000 shares (2) Total Number of Issued Shares 29,874,179 shares (including 577,787 treasury shares) (3) Number of Shareholders 8,950 persons (4) Major Shareholders (Top 10) Shareholder name Number of shares Shareholding ratio thousand shares % Japan Trustee Services Bank, Ltd. (Trust Account) 2, CHASE MANHATTAN BANK GTS CLIENTS ACCOUNT ESCROW 1, The Master Trust Bank of Japan, Ltd. (Trust Account) 1, Mizuho Bank, Ltd Nippon Life Insurance Company GOVERNMENT OF NORWAY Asahi Mutual Life Insurance Company Japan Trustee Services Bank, Ltd. (Trust Account 5) The Dai-ichi Life Insurance Company, Limited Meiji Yasuda Life Insurance Company (Note) The shareholding ratio is calculated by means of deducting treasury shares (577,787 shares) from the number of the issued shares. 8

9 3. Company Officers (1) Directors and Audit & Supervisory Board Members Position Representative Director and President Director and Managing Officer Director and Managing Officer Director and Managing Officer Director Director Audit & Supervisory Board Member (Full-time) Name Akira Kiyohara Naotake Miyashita Minoru Wada Shinsuke Uchinashi Kazumi Nagasaki Yutaka Hori Yoshihiro Otake Areas of responsibility within the Company In charge of Business Operation Center (Sewing Machinery and Systems Business Unit), Executive Unit Officer of Sewing Machinery and Systems Business Unit, Company President of Knitwear Machinery and Apparel Company, Sewing Machinery and Systems Business Unit and In charge of Business Operation Center (Customer Business Company) In charge of Development Center and In charge of Quality Assurance Dept. In charge of Global Cooperate Center (Finance & Accounting Dept.), In charge of Business Operation Center (Group Business Company) and In charge of Production Center (As of December 31, 2017) Significant concurrent positions President of JUKI AUTOMATION SYSTEMS CORPORATION Director of JUKI (CHINA) CO., LTD. Attorney Executive and Vice President, National University Corporation Chiba University Commissioner of Public Interest Corporation Commission (PICC) of the Cabinet Office Outside Director of FIDEA Holdings Co. Ltd. Outside Director of Pasona Group Inc. Audit & Supervisory Board Member of JUKI AUTOMATION SYSTEMS CORPORATION 9

10 Position Audit & Supervisory Board Member (Full-time) Audit & Supervisory Board Member Audit & Supervisory Board Member Name Hirofumi Gotoh Masato Tanaka Yasuaki Isobe Areas of responsibility within the Company Significant concurrent positions Audit & Supervisory Board Member of JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION, Auditor of JUKI (CHINA) CO., LTD. and Auditor of TOKYO JUKI INTERNATIONAL TRADING (SHANGHAI) CO., LTD. Attorney (Notes) 1. Director Mr. Shinsuke Uchinashi and Audit & Supervisory Board Member Mr. Hirofumi Gotoh were newly elected and assumed their respective positions at the 102nd Ordinary General Meeting of Shareholders held on March 28, Directors, Mr. Kazumi Nagasaki and Mr. Yutaka Hori, are Outside Directors as defined in Item 15 of Article 2 of the Companies Act. 3. Directors, Mr. Kazumi Nagasaki and Mr. Yutaka Hori, are such independent directors as specified by the Tokyo Stock Exchange. 4. Audit & Supervisory Board Members, Mr. Masato Tanaka and Mr. Yasuaki Isobe, are Outside Audit & Supervisory Board Members as defined in Item 16 of Article 2 of the Companies Act. 5. Audit & Supervisory Board Member Mr. Yasuaki Isobe is an independent auditor as specified by the Tokyo Stock Exchange. 6. Audit & Supervisory Board Members, Mr. Yoshihiro Otake, Mr. Hirofumi Gotoh and Mr. Yasuaki Isobe, have many years of financial- and accounting-related experience and have sufficient financial and accounting knowledge. (2) Total Amount of Remuneration, etc. to Directors and Audit & Supervisory Board Members for FY 2017 Title Number of payees Amount of remuneration, etc. (million yen) Director Audit & Supervisory Board Member 4 30 Total (Note) The above number of payees and amount of remuneration, etc. include one Director who retired during FY (3) Outside Officers 1) Significant concurrent positions Significant concurrent positions held by outside officers are as described on the previous page. There are no specific relationships between the Company and the organizations where the concurrent positions are held. 10

11 2) Main activities Title Name Main activities Director Kazumi Nagasaki Yutaka Hori Masato Tanaka Audit & Supervisory Board Member Yasuaki Isobe Participated in all 12 Board of Directors meetings held in FY 2017, and provided expert opinions, mainly as an experienced corporate manager, as necessary. Participated in 11/12 Board of Directors meetings held in FY 2017, and provided expert opinions, mainly as an attorney, as necessary. Participated in all 12 Board of Directors meetings and in all 13 Audit & Supervisory Board meetings held in FY 2017; provided expert opinions, mainly as an attorney, as necessary. Participated in all 12 Board of Directors meetings and in all 13 Audit & Supervisory Board meetings held in FY 2017; provided expert opinions, mainly as an experienced corporate manager, as necessary. 3) Summary of contract for limitation of liability The Company has concluded contracts for limitation of liability with Outside Directors, Mr. Kazumi Nagasaki and Mr. Yutaka Hori, and Outside Audit & Supervisory Board Members, Mr. Masato Tanaka and Mr. Yasuaki Isobe, 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, etc. to outside officers for FY 2017 Amount of Number of payees remuneration, etc. (million yen) Total amount of remuneration, etc (Notes) 1. The above number of payees and amount of remuneration, etc. include one Director who retired during FY No bonuses for outside officers have been paid and are payable. (For reference) Corporate Officers The Company has introduced the corporate officer system. In addition to all of the Directors (excluding Directors, Mr. Kazumi Nagasaki and Mr. Yutaka Hori) who are concurrently assuming the positions of the corporate officers, the following persons have been appointed as full-time Corporate Officers: Position Managing Officer Managing Officer Name Katsumi Nihei Toshimasa Miura Areas of responsibility within the Company In charge of Business Operation Center (deputy) (Sewing Machinery and Systems Business Unit) In charge of Global Cooperate Center (Human Resources Dept.), In charge of Secretariat, In charge of Internal Auditing Dept., In charge of Internal Control and Compliance and General Manager of Human Resources Dept. (As of December 31, 2017) Significant concurrent positions Managing Director of JUKI SINGAPORE PTE. LTD 11

12 Position Managing Officer Corporate Officer ( In charge of Group Companies ) Corporate Officer ( In charge of Group Companies ) Corporate Officer Corporate Officer ( In charge of Group Companies ) Corporate Officer Corporate Officer Corporate Officer Corporate Officer Corporate Officer Corporate Officer Corporate Officer Name Yutaka Abe Satohiro Hama Robert J. Black Jr. Hiroki Konishi Kikuo Takahashi Takeshige Hamasoto Minoru Nitta Kiyoshi Matsumoto Jirou Ishibashi Masahiko Suzuki Kunio Nukui Kenji Nakao Areas of responsibility within the Company In charge of Global Cooperate Center (Corporate Planning Dept.) and In charge of Business Operation Center (deputy) (Sewing Machinery and Systems Business Unit) Company President of Electronic Assembly Systems Company In charge of Europe & Americas Area Sales, Electronic Assembly Systems Company Company President of Group Business Company and Head of Akita Branch of Group Business Control Dept. Deputy Executive Unit Officer of Sewing Machinery and Systems Business Unit and In charge of Sewing Machinery and Systems Business Unit (Sales Promotion Dept., Non-apparel Company and Household Sewing Machinery Company) Deputy Executive Unit Officer of Sewing Machinery and Systems Business Unit In charge of Production Center (deputy) (in charge of Production Planning Dept. and in charge of Manufacturing Technology Dept.) and In charge of Global Cooperate Center (Information Systems Promotion Section, Corporate Planning Dept.) In charge of Development Center (deputy) General Manager of Finance & Accounting Dept. Significant concurrent positions Director and Managing Officer of JUKI AUTOMATION SYSTEMS CORPORATION President and CEO of JUKI AUTOMATION SYSTEMS INC. Chairman and General Manager of Head Office and General Manager of Sales of JUKI (CHINA) CO., LTD. President of JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION President of JUKI AMERICA, INC. Corporate Officer In charge of Development Center (deputy) of JUKI AUTOMATION SYSTEMS CORPORATION General Manager of Group Business Control Dept., Group Business Company, and General Manager of Business & Product Planning Section President of JUKI (VIETNAM) CO., LTD. 12

13 4. Accounting Auditor (1) Accounting Auditor s Name Deloitte Touche Tohmatsu LLC (2) Accounting Auditor s Remuneration, etc. 1) Remuneration to Accounting Auditor as provided in Paragraph 1 of Article 2 of the Certified Public Accountants Act of Japan 2) Total amount of cash and other property benefits payable by the Company and its subsidiaries to Accounting Auditor 61 million yen 65 million yen (Notes) 1. The audit contract between the Company and Accounting Auditor does not clearly distinguish between remuneration, etc. paid for the audit conducted in accordance with the Companies Act and remuneration, 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 remuneration, etc. for these two types of audits. 2. Among the principal subsidiaries, JUKI SINGAPORE PTE. LTD., JUKI (CHINA) CO., LTD., JUKI (SHANGHAI) INDUSTRIAL CO., LTD., TOKYO JUKI INTERNATIONAL TRADING (SHANGHAI) CO., LTD., JUKI CENTRAL EUROPE SP. ZO.O., JUKI (NINGBO) PRECISION CO., LTD., JUKI (VIETNAM) CO., LTD., and JUKI XINXING INDUSTRY CO., LTD. are audited by audit corporations other than the Company s Accounting Auditor. (3) Reasons for the Audit & Supervisory Board s Agreement Regarding the Accounting Auditor s Remuneration, etc. The Audit & Supervisory Board has checked and reviewed the audit plan, the status of the execution of duties of the Accounting Auditor and the grounds for calculation of remuneration estimates. As a result of this review, the Audit & Supervisory Board consents to the remuneration for the Accounting Auditor in accordance with Paragraph 1 of Article 399 of the Companies Act. (4) Non-audit Operation No items to report. (5) Policy Regarding Determination of Termination or Nonrenewal of Appointment of Accounting Auditors If any of the reasons provided in the Paragraph 1 of Article 340 of the Companies Act applies to the Accounting Auditor, the Audit & Supervisory Board shall terminate the appointment of the Accounting Auditor with the full consensus of the Audit & Supervisory Board Members. In such cases, an Audit & Supervisory Board Member appointed by the Audit & Supervisory Board shall report on the termination and the reason for it at the first General Meeting of the Shareholders of the Company to be convened following the termination. Moreover, the Audit & Supervisory Board shall determine the content of proposals for submission to the General Meeting of Shareholders of the Company relating to the termination or nonrenewal of Accounting Auditors if it judges that it is difficult for the Accounting Auditor to carry out its duties appropriately. 13

14 5. Systems to ensure 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, The final amendment was made on May 11, 2015, in conjunction with the amendment to the Companies Act and the Ordinance for Enforcement of the Companies Act, which went into effect on May 1, (1) System to ensure that Directors execute their duties in compliance with relevant laws and regulations and the Articles of Incorporation of the Company 1) The Company shall establish the JUKI Corporation Code of Conduct, which shall provide the principles of the JUKI corporate philosophy as a legal entity, in order to make clear its positive attitude towards legal compliance. 2) The Company shall establish the JUKI Group Code of Conduct, a set of specific guidelines for the execution of duties, in order to make officers and employees proactively acknowledge the importance of compliance with laws and regulations. 3) The system for compliance and compliance management of the whole business group consisting of the Company and its subsidiaries (hereinafter group companies ) shall be provided in the Compliance Rules. 4) The Company shall take a resolute attitude toward any antisocial individuals and organizations that 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 the Rules for Retaining Important Documents, and shall retain and control information related to the execution of duties by Directors in accordance with the said Rules. (3) Rules and other systems for managing risk of loss of the Company and group companies 1) The Company shall establish the Risk Management Rules to manage risks of the Company and all group companies. 2) The Company shall establish the Risk Management Council to examine significant risks the Company faces and prepare preventive measures against such risks, and shall manage each division s and each department s preventive measures activities against risks. 3) The Crisis-Management Task Force shall take prompt actions against any realized risks. (4) System to ensure that Directors, etc. of the Company and group companies execute their duties efficiently 1) In order to enable Directors to facilitate the prompt execution of their duties, the Company shall adopt a Corporate Officer system under which the Corporate Officers may be given some of the authority required for executing Directors duties. 2) Employees may be given some of the authority required for executing Directors duties in accordance with the Authorization Rules, for the purpose of efficient decision making. 3) Important decision-making matters shall be discussed at the Management Strategy Council and shall be decided by the President after such discussion. 4) Rules for executing Directors duties shall be provided in the Organization Rules, and Directors shall make efforts to efficiently execute their duties in accordance with the said Rules. 14

15 (5) System to ensure that employees of the Company, and Directors, etc. and employees of group companies execute their duties in compliance with relevant laws and regulations and the Articles of Incorporation of the Company 1) The Company shall establish the JUKI Corporation Code of Conduct, which shall provide the principles of the JUKI corporate philosophy as a legal entity, in order to make clear its positive attitude towards legal compliance. 2) The Company shall establish the JUKI Group Code of Conduct, a set of specific guidelines for the execution of duties, in order to make employees proactively acknowledge the importance of compliance with laws and regulations. 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 Corporate Officer in charge of Internal Control & Compliance shall be established, and this Officer shall be responsible for legal compliance and shall bear the duties of supervision of relevant organizations and their activities. 5) The system for compliance and compliance management of the Company and all group companies shall be provided in the Compliance Rules. 6) The Company shall establish a Compliance Helpline available for direct access by employees, for the purpose of making such Helpline available to respond to questions related to compliance raised by employees. (6) System to report to the Company of matters related to the execution of duties of Directors, etc. of group companies 1) The group companies shall report the management policies and management plans to the Company at the Group Management Conference, and check and adjust them. 2) The group companies shall report to the Company regularly and as required, in accordance with the Group companies management rules. 3) The Directors, etc. of the group companies shall promptly report to the Corporate Officer in charge of Internal Control & Compliance of the Company on any event likely to cause significant damage to their group companies, any sign of fraudulence in the Directors execution of duties, any serious event in violation of laws and regulations or the Articles of Incorporation, and other events equivalent thereto. (7) Other systems to ensure the propriety of the business operations of the business group consisting of the Company and group companies 1) The Company shall determine the management control system according to functional organization in its Organization Rules and Group companies management rules. 2) Decision making on the allocation of management resources in group companies shall be provided in the Authorization Rules. 3) The Company s Internal Auditing Department shall conduct internal audits, as needed, on group companies. (8) Employees to be assigned at the request of Audit & Supervisory Board Members for their assistance 1) The Audit & Supervisory Board Members Section directly reporting to the Audit & Supervisory Board Members shall be established as an organization to assist the Audit & Supervisory Board Members. 15

16 (9) Independence from Directors of such employees as specified in the preceding item (8) and matters related to ensuring the effectiveness of instructions of Audit & Supervisory Board Members of the Company to such employees 1) The Audit & Supervisory Board Members may express opinions on the personnel transfer and performance evaluation of the employees belonging to the Audit & Supervisory Board Members Section. 2) Employees belonging to the Audit & Supervisory Board Members Section shall follow the directions and instructions of the Audit & Supervisory Board Members and collect information necessary for the Audit & Supervisory Board Members audit promptly. (10) System for Directors, etc. and employees of the Company and group companies to report to Audit & Supervisory Board Members of the Company 1) Full-time Audit & Supervisory Board Members shall attend the Board of Directors meetings, Management Strategy Council, Group Management Conference, Risk Management Council, and other important meetings, and collect necessary information by themselves. 2) Directors, etc. and employees of the Company and group companies shall promptly report to the Audit & Supervisory Board Members on any event likely to cause significant damage to the Company or group companies, any sign of fraudulence in the Directors execution of duties, any serious event in violation of laws and regulations or the Articles of Incorporation, and other events equivalent thereto. 3) Audit & Supervisory Board Members shall request the relevant departments of the Company and Directors, etc. and employees of group companies to directly report to them on any information the Audit & Supervisory Board Members deem to be necessary. (11) System to ensure that the reporting person of the preceding item (10) does not receive unfavorable treatment for making such report 1) The Company shall state in the Compliance Rules that a person who has made a report to an Audit & Supervisory Board Member shall not receive unfavorable treatment for making such a report, and it shall give the widest possible publicity of this rule to Directors, etc. and employees of the Company and group companies. (12) Procedures for prepayment or reimbursement of costs arising from the execution of duties of the Audit & Supervisory Board Members and policy related to the handling of costs and liabilities arising from the execution of other duties 1) The Company shall ensure the availability of funds to meet costs, etc. arising from the execution of duties of Audit & Supervisory Board Members by including a planned budget for Audit & Supervisory Board Members in annual budgeting. 2) The Company shall respond appropriately in the event of the expectation of the occurrence of costs judged by the Audit & Supervisory Board Member as necessary to ensure the effectiveness of audits, regardless of whether it was included in the budgeting of the previous sub-item. (13) Other systems to ensure that the Audit & Supervisory Board Members conduct audits effectively 1) In addition to expressing their opinions at the Board of Directors meetings, the Audit & Supervisory Board Members shall exchange opinions with Representative Directors as needed in order to enhance the effectiveness of the Audit & Supervisory Board Members audits. 2) Audit & Supervisory Board Members shall conduct the Audit & Supervisory Board Members audit in cooperation with the Internal Auditing Department, as needed. 3) Audit & Supervisory Board Members shall conduct the Audit & Supervisory Board Members audit in cooperation with corporate attorneys and certified public accountants, as needed. 16

17 (14) System to ensure the reliability of financial reporting 1) The Company shall develop and manage systems for effective internal control over financial reporting, in order to ensure reliable financial reporting. 17

18 6. Overview of operation status of system to ensure that business is conducted properly An overview of the operation status of the system to ensure that business is conducted properly in FY2017 is as follows. (1) System for compliance with laws and regulations The JUKI Group Code of Conduct has been enacted, the contents of which is made simple and universal so that local employees overseas can easily understand. The Japanese version and Chinese and English translations have been distributed to ensure that each group employee has a thorough understanding of compliance. In accordance with the Compliance Rules, the Company and its group companies have been rigorously applying the system to ensure compliance. The Company has made a Declaration with Regard to Antisocial Forces, which is reflected in clauses of contracts. (2) Risk management system In accordance with the Risk Management Rules, the Company held the Risk Management Council once every quarter in principle to identify and evaluate risks, including those at group companies. The Crisis-Management Task Force takes prompt actions against any realized risk. (3) System for Directors to execute their duties Under the Corporate Officer Rules, Authorization Rules, and Organization Rules, the Company strives to ensure that duties are executed promptly and efficiently by Directors. The Management Strategy Council is held twice a month in principle, and decisions on important matters are made promptly. (4) System for management of group companies The Company has determined the management control system by functional organization in its Organization Rules and Group Companies Management Rules. The Group Management Conference was held once every half-year to report on management policies and management plans of group companies, and to check and adjust their implementation. (5) Internal audits Internal audits of group companies were conducted in accordance with an internal audit plan. Self-assessments centered on key matters and individual topics were carried out, targeting group companies and sites, and guidance for improvement was given based on the outcomes of these self-assessments. (6) System relating to activities of the Audit & Supervisory Board Members The Audit & Supervisory Board Members Section has been established as an organization to assist the Audit & Supervisory Board Members, and has been collecting necessary information. The Audit & Supervisory Board Members have been exchanging opinions with Representative Director once every three months. The Audit & Supervisory Board Members have been regularly exchanging information with certified public accountants regarding accounting audits, to ensure the effectiveness of the audits. 18

19 Consolidated Financial Statements (January 1, December 31, 2017) Consolidated Balance Sheet (As of December 31, 2017) (million yen) Description Amount Description Amount (Assets) (Liabilities) Current assets 79,102 Current liabilities 55,589 Cash and deposits 6,407 Notes and accounts payable - trade 14,049 Notes and accounts receivable - Short-term loans payable 34,548 32,398 trade Lease obligations 98 Merchandise and finished goods 25,542 Accounts payable - other 1,132 Work in process 4,062 Accrued expenses 3,537 Raw materials and supplies 7,048 Income taxes payable 666 Deferred tax assets 1,116 Provision for bonuses 16 Other 2,925 Notes payable - facilities 164 Allowance for doubtful accounts (397) Forward exchange contracts 242 Non-current assets 31,451 Other 1,132 Property, plant and equipment 23,545 Non-current liabilities 21,621 Buildings and structures, net 12,452 Long-term loans payable 15,668 Machinery, equipment and vehicles, net 3,211 Lease obligations 237 Tools, furniture and fixtures, net 1,044 Provision for directors retirement benefits 61 Land 6,459 Net defined benefit liability 5,207 Leased assets, net 338 Other 446 Construction in progress 38 Total liabilities 77,211 Intangible assets 1,672 (Net assets) Investments and other assets 6,234 Shareholders equity 33,468 Investment securities 3,225 Capital stock 18,044 Long-term loans receivable 2 Capital surplus 2,035 Long-term prepaid expenses 248 Retained earnings 13,994 Deferred tax assets 887 Net defined benefit asset 1,171 Treasury shares (606) Other 2,311 Accumulated other comprehensive Allowance for doubtful accounts (1,612) income (742) Valuation difference on available-for-sale securities 1,016 Foreign currency translation adjustment (1,966) Remeasurements of defined 208 benefit plans Non-controlling interests 617 Total net assets 33,343 Total assets 110,554 Total liabilities and net assets 110,554 (Note) Figures less than one million yen are rounded down to the nearest million. 19

20 Description Consolidated Statement of Income (January 1, December 31, 2017) Amount (million yen) Net sales 103,659 Cost of sales 71,748 Gross profit 31,911 Selling, general and administrative expenses 23,755 Operating profit 8,156 Non-operating income Interest income 62 Dividend income 154 Commission fee 223 Other Non-operating expenses Interest expenses 944 Foreign exchange losses 93 Other 118 1,157 Ordinary profit 7,839 Extraordinary income Gain on sales of non-current assets Extraordinary losses Loss on sales and retirement of non-current assets 47 Loss on business restructuring 102 Other Profit before income taxes 7,727 Income taxes - current 1,319 Income taxes - deferred 709 2,029 Profit 5,697 Profit attributable to non-controlling interests 54 Profit attributable to owners of parent 5,642 (Note) Figures less than one million yen are rounded down to the nearest million. 20

21 Consolidated Statement of Changes in Equity (January 1, December 31, 2017) Capital stock Capital surplus Shareholders equity Retained earnings Treasury shares (million yen) Total shareholders equity Balance at beginning of current period 18,044 2,035 8,937 (605) 28,412 Changes of items during period Dividends of surplus (585) (585) Profit attributable to owners of parent 5,642 5,642 Purchase of treasury shares (0) (0) Net changes of items other than shareholders equity Total changes of items during period 5,056 (0) 5,056 Balance at end of current period 18,044 2,035 13,994 (606) 33,468 Accumulated other comprehensive income Valuation difference Foreign on currency available-for translation - adjustment sale securities Remeasurements of defined benefit plans Total accumulated other comprehensive income Noncontrollin g interests (million yen) Total net assets Balance at beginning of current period 839 (2,274) 28 (1,406) ,582 Changes of items during period Dividends of surplus (585) Profit attributable to owners of parent Purchase of treasury shares Net changes of items other than shareholders equity 5, Total changes of items during period ,761 Balance at end of current period 1,016 (1,966) 208 (742) ,343 (Note) Figures less than one million yen are rounded down to the nearest million. (0) 21

22 Notes to Consolidated Financial Statements 1. Notes on the Basis for the Preparation of Consolidated Financial Statements, etc. (1) Scope of consolidation 1) Number of consolidated subsidiaries: 27 Names of major consolidated subsidiaries: JUKI AUTOMATION SYSTEMS CORPORATION, JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION, JUKI SINGAPORE PTE. LTD., JUKI (CHINA) CO., LTD., JUKI (SHANGHAI) INDUSTRIAL CO., LTD., and 22 other subsidiaries. On July 1, 2017, JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION changed its company name from JUKI DENSHI KOGYO CORPORATION. In addition, JUKI INDUSTRIAL EQUIPMENT TECHNOLOGY CORPORATION acquired two of wholly owned subsidiaries of JUKI DENSHI KOGYO CORPORATION through an absorption-type merger on the aforementioned date. 2) Names of major non-consolidated subsidiaries: Six non-consolidated subsidiaries, including JUKI MACHINERY VIETNAM 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 six non-consolidated subsidiaries and NISSEN Co., Ltd. and three other associates are excluded from the scope of 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) Accounting periods of consolidated subsidiaries The year-end balance sheet dates for all consolidated subsidiaries, other than JUKI INDIA PVT. LTD. whose balance sheet date is March 31, are the same as the consolidated balance sheet date. The financial statements of JUKI INDIA PVT. LTD. prepared on the basis of a provisional closing of accounts as of the consolidated balance sheet date are used in preparing the consolidated financial statements. (4) Accounting policies 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 consolidated balance sheet date (Unrealized gains and losses are excluded from income and reported in a separate component of net assets. The cost of sales 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 Raw materials and supplies Mainly by the average method or first-in first-out method Mainly by the average method or last cost method 2) Depreciation & amortization method for important depreciable assets A. Property, plant and equipment (excluding leased 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) and building fixtures and structures acquired on and after April 1, Overseas consolidated subsidiaries are mainly subject to the straight-line method. The main economic useful lives are as follows: Buildings and structures 6-50 years Machinery, equipment and vehicles 2-15 years 22

23 Tools, furniture and fixtures 2-20 years B. Intangible assets (excluding leased 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 (2-5 years), and computer software for internal use is amortized by the straight-line method over the estimated useful life (5 years). Overseas consolidated subsidiaries are subject to the straight-line method. C. Leased assets Leased assets pertaining to finance leases without ownership transfer of the leased 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 is zero. 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 directors retirement benefits The system of directors retirement benefits was abolished with a cut-off date of June 28, The estimated amount payable as of the cut-off date is provided. The six 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) Method of accounting for retirement benefits A. Method of attributing expected retirement benefits to periods In calculating the retirement benefit obligations, the benefit formula basis is used to attribute the expected retirement benefits to the period up to the end of the current fiscal year. B. Method of recognizing actuarial gains and losses and past service cost Actuarial gains and losses 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 of each fiscal year in which such gains and losses are realized (10 years). The amortization of net gains and losses starts from the fiscal year immediately following the year in which such gains and losses are realized. Past service cost is expensed wholly in the fiscal year in which it is realized. C. Application of simplified accounting method by small-size enterprises In calculating the liability for retirement benefits (net defined benefit liability) and retirement benefit expenses, certain consolidated subsidiaries apply a simplified accounting method in which retirement benefit obligations are determined based on the amount of retirement benefits required to pay if all eligible employees retired voluntarily at the balance sheet date. 5) 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 Non-controlling interests under net assets. 23