UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June, 2010

Commission file number 0-12602

MAKITA CORPORATION

(Translation of registrant’s name into English)

3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x       Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1):  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7):  o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o                No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-        

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 3, 2010

(Summary English Translation of the Notice of the 98th Ordinary General Meeting
of Shareholders Originally Issued in Japanese Language)

MAKITA CORPORATION

     (Stock code: 6586)
June 3, 2010

To the Shareholders of
MAKITA CORPORATION

NOTICE OF THE 98^th ORDINARY GENERAL MEETING OF SHAREHOLDERS

                 You are respectfully requested to attend the 98^th Ordinary General Meeting of Shareholders of MAKITA CORPORATION, which is hereby announced.

                 If you do not expect to attend the meeting, you may exercise your voting rights through the enclosed voting form. Please review the accompanying information and send the enclosed voting form to us by return mail after indicating your vote for or against the proposition.

Masahiko Goto
President
MAKITA CORPORATION
3-11-8, Sumiyoshi-cho, Anjo,
Aichi Prefecture, 446-8502, Japan

1.		Date: 10 a.m., Friday, June 25, 2010
2.		Place: Head Office of MAKITA CORPORATION

3-11-8, Sumiyoshi-cho, Anjo,
Aichi Prefecture, 446-8502, Japan

3.

Agenda:

Items to be reported:

	1.		The Business Report, Consolidated Financial Statements for the 98th term (from April 1, 2009 to March 31, 2010) and the Audit Reports on such Consolidated Financial Statements by the Accounting Auditors and the Board of Statutory Auditors
	2.		The Non-consolidated Financial Statements for the 98th term

Items to be resolved:
No.1               Appropriations of Surplus
No.2               Payment of Bonus to Directors

BUSINESS REPORT

(From April 1, 2009 to March 31, 2010)

1. Matters on the Current Status of Makita

  (1) Progress and Results of Operations

     In the year ended March 31, 2010, economic conditions were much severer than ever before due to the impact of the simultaneous global recession. However, some regions have shown signs of gradual improvement mainly due to the effects of the stimulus packages implemented by major countries and the economic growth in emerging countries. In Europe, while recovery has remained slow in Eastern Europe and Russia, Western Europe such as Germany and France has shown a modest recovery trend. In Asia, China’s steady economic growth has prompted vigorous investments in Southeast Asian countries. In Japan and the United States, economy has been picking up moderately but a full-scale recovery has yet to be seen as shown by sluggish housing starts and other unfavorable factors.

     Meanwhile, the demand for power tools decreased substantially in developed countries compared to before the financial recession in the year before last and has remained sluggish. Some emerging countries, however, led other countries in showing a recovery trend.

     Under these circumstances, Makita Corporation (the “Company”) and its consolidated subsidiaries (collectively “Makita”) implemented group-wide cost reduction activities and steadily reinforced its business infrastructure. In development side, Makita continuously expanded its product lines, including those of power tools, rechargeable tools and gardening equipment through the development of smaller and lighter tools or tools with lower noise and vibration. In October 2009, Tokyo Technical Center was established to strengthen our infrastructure for improving environmental performance of our small-type engines. In production side, based on Makita’s unique global production system centered on domestic plants that manufacture diverse high-value-added products in small quantities and Chinese plants that function as hubs for mass production, we stepped up our production capacities to continuously produce high-quality brands, while responding to rapidly changing demands in a prompt and flexible manner. In sales side, we rebuilt the buildings of our sales subsidiaries in France, the Netherlands and Poland, thereby enhancing their training functions for retailers. In November 2009, a sales subsidiary was established in Vietnam, resulting in the even further improvement of our sales and after-sales service system which has already been the best in the industry.

     Our consolidated net sales for this year decreased by 16.4% compared to the previous year to 245,823 million yen. This was because of a substantial decrease in demands due to the simultaneous global recession as well as the stronger yen against other currencies as compared to the previous year.

     Profit was adversely affected by a rise in cost of sales ratio due to the lower operation rate of our production sites resulting from production reduction in response to decreased demands. Moreover, approximately 1.6 billion yen worth of assets were impaired as a result of the revaluation of goodwill and long-term assets of Makita Numazu which was acquired in May 2007. Consequently, operating income for the year decreased by 39.3% to 30,390 million yen compared to the previous year (operating income ratio: 12.4%). Meanwhile, income before income taxes decreased by 24.6% to 33,518 million yen compared to the previous year, as a result of a substantial improvement in non-operating income (expenses) compared to the previous year due to such factors as foreign exchange gains (income before income taxes ratio: 13.6%). As a result, net income attributable to Makita Corporation was 22,258 million yen (ratio of net income attributable to Makita Corporation: 9.1%), a decrease of 33.1% compared to the previous year.

     Net Sales results by region were as follows:

     Net sales in Japan decreased by 7.6% compared to the previous year to 42,697 million yen because housing construction demands remained sluggish.

     Net sales in Europe decreased by 20.4% compared to the previous year to 109,106 million yen. This decrease was mainly because the Eastern Europe and Russian markets have yet to reach the stage of recovery, while demands were steady in Germany and France. In addition, the yen’s exchange rate rose against the European currencies.

     Net sales in North America decreased by 18.4% compared to the previous year to 34,509 million yen. Although good sales achieved in the United States during Christmas season mainly in home improvement retailer, demands remained sluggish in the housing market throughout the year.

     Net sales in Asia, against the backdrop of China’s economic growth, demands in Southeast Asia began to recover from the second half of the year. Yet the impact of a decline in demands in the first half of the year was so unfavorable that the annual sales decreased by 16.5% compared to the previous year to 18,373 million yen.

     With respect to other regions, while sales in Central and South America, particularly Brazil, were steady, the stronger yen against the local currencies than the previous year resulted in a sales decreased by 9.0% compared to the previous year to 15,228 million yen. In Oceania, although demands were steady in Australia, sales decreased by 0.7% compared to the previous year to 13,116 million yen. In the Middle East and Africa, sales decreased by 22.3% compared to the previous year to 12,794 million yen because market conditions were severe due partly to the impact of the Dubai shock.

     Overall, overseas sales accounted for 82.6% of total sales.

(2) Management Challenges

     Regarding the future forecast, competition among companies is expected to intensify due to modest recovery of demand in developed countries. In emerging countries in Asia and other regions where construction demands are continuously expected in housing and others, markets with a strong orientation toward low-price products are likely to emerge. With trends in raw material prices and the foreign exchange market being unpredictable, Makita is expected to continue facing a challenging business environment.

     Duly noting these circumstances, Makita aims to build a strong brand equity and to become a “Strong Company.” In other words, to become a company that can obtain and maintain worldwide market leadership as a global total supplier of products such as power tools for professional use, pneumatic tools, and gardening equipments. This is to be accomplished by the ability to develop new products that satisfy professional users, by global production structure that achieves both high quality and price competitiveness, as well as sales and after-sales service structure that secure the Company to lead the industry both in the domestic and overseas markets.

     In order to carry out this management strategy, Makita will strive to reinforce its R&D and product development activities to deliver more user-friendly and earth-conscious power tools and gardening equipment. It will also strengthen technical development of compact engines. The global production organizations will be strengthened to respond to changes in demand conditions. In addition, sales activities to professional users will be promoted, and activities to maintain and improve our sales and after-sales service will be aggressively promoted.

     In closing, we would like to thank you for your ongoing support and ask you for continued backing.

(3) Capital Expenditures

     During the term, Makita allocated 10,837 million yen for its capital expenditures. These funds used by the Company amounted to approximately 3.7 billion yen. This reflected mainly capital expenditures for metal molds for new products, the relocation of sales office building in Nagoya, and the establishment of Tokyo Technical Center. These funds also used by subsidiaries amounted to approximately 7.1 billion yen. This reflected mainly capital expenditures for construction of buildings and machinery equipment of China plant, and each new sales office in the Netherlands and Poland.

(4) Financial Position and Results of Operations for the Recent 4 Fiscal Years

	Description			95th term					96th term					97th term					98th term
				(ended March 31,					(ended March 31,					(ended March 31,					(ended March 31,
				2007)					2008)					2009)					2010)
	Net sales (in millions of yen)			279,933					342,577					294,034					245,823
	Operating income (in millions of yen)			48,176					67,031					50,075					30,390
	Income before income taxes (in millions of yen)			49,724					66,237					44,443					33,518
	Net income attributable to Makita Corporation (in millions of yen)			36,971					46,043					33,286					22,258
	Earning per share (Basic) Net income attributable to Makita Corporation common shareholders (in yen)			257.27					320.30					236.88					161.57
	Total assets (in millions of yen)			368,494					386,467					336,644					349,839
	Total Makita Corporation Shareholders’ equity (in millions of yen)			302,675					316,498					283,485					297,207

Notes:			1.			Consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles.
			2.			Earning per share (Basic) Net income attributable to Makita Corporation common shareholders is computed based on the average number of common stock outstanding during the term.
			3.			Amounts of less than 1 million yen have been rounded.
			4.			The consolidated financial statements for the fiscal years ended March 31, 2007, 2008 and 2009 have been restated

						to conform to the presentation for the fiscal year ended March 31, 2010.

(5) Significant Subsidiaries

Company Name

Capital

Ownership ratio

Principal Business

(thousands)

(%)

Makita U.S.A. Inc.

U.S.$

161,400

100.0

Sales of electric power tools

Makita (U.K.) Ltd.

£

21,700

100.0

*

Sales of electric power tools

Makita France SAS

Euro

12,436

55.0

*

Sales of electric power tools

Makita Werkzeug G.m.b.H (Germany)

Euro

7,669

100.0

*

Sales of electric power tools

Makita Oy (Finland)

Euro

100

100.0

*

Sales of electric power tools

Makia Gulf FZE (U.A.E.)

Dirham

22,391

100.0

Sales of electric power tools

Makita (China) Co., Ltd.

U.S.$

65,000

100.0

Manufacture and sales of electric power tools

Makita (Kunshan) Co., Ltd.

U.S.$

25,000

100.0

Manufacture of electric power tools

Makita (Australia) Pty. Ltd.

A$

13,000

100.0

Sales of electric power tools

(6) Principal Operations

     Makita is primarily involved in the production and sales of electric power tools such as cordless impact drivers, rotary hammers, circular saws and angle grinders, pneumatic tools such as air nailers and tackers, gardening equipment such as hedge trimmers and petrol brushcutters, and household tools such as cordless cleaners.

(7) Principal Sales Offices and Plants

     1. Makita Corporation

	Head office			Anjo (Aichi)
	Sales offices			Tokyo, Nagoya, Osaka
	Plant			Okazaki (Aichi)

     2. Subsidiaries

	For Sales
	Makita U.S.A. Inc.			Los Angeles (United States)
	Makita (U.K.) Ltd.			London (United Kingdom)
	Makita France SAS			Bussy-Saint-Georges (France)
	Makita Werkzeug G.m.b.H			Duisburg (Germany)
	Makita Oy			Helsinki (Finland)
	Makita Gulf FZE			Dubai (U.A.E.)
	Makita (Australia) Pty. Ltd.			Sydney (Australia)
	For Production and Sales
	Makita (China) Co., Ltd..			Kunshan (China)
	For Production
	Makita (Kunshan) Co., Ltd			Kunshan (China)

     (8) Employees

          1. Employees of Makita

	Number of Employees			Increase/Decrease
	10,328			84 (Decrease)

          2. Employees of the Company

	Number of Employees			Increase/Decrease			Average Age			Average Years of Service
	2,865			31 (Decrease)			40.8			19.3

2. Shareholding Status of the Company

(1) Total number of shares authorized to be issued by the Company:		496,000,000 shares
(2) Total number of shares outstanding:		137,760,402 shares
		(excluding treasury stock of 2,248,358 shares)
(3) Number of shareholders:       15,272
(4) Major Shareholders:

	Name of Shareholders			Units					Ownership ratio
				(thousands)					(%)
	The Master Trust Bank of Japan, Ltd. (Trust account)				8,193					5.94
	Japan Trustee Services Bank, Ltd. (Trust account)				6,802					4.93
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.				4,213					3.05
	Nippon Life Insurance Company				4,013					2.91
	The Bank of New York Mellon as Depositary Bank for DR Holders				3,896					2.82
	Makita Cooperation Companies’ Investment Association				3,875					2.81
	Maruwa, Ltd.				3,669					2.66
	Sumitomo Mitsui Banking Corporation				2,900					2.10
	State Street Bank & Trust Company 505225				2,348					1.70
	Masahiko Goto				1,987					1.44

Note:

The Ownership ratio is calculated based on the total number of shares outstanding (excluding treasury stock) at the end of the term.

3. Directors and Statutory Auditors of the Company

     (1) Directors and Statutory Auditors

	Title			Name			Position at the Company and Important concurrent posts
	President*			Masahiko Goto
	Director Managing Corporate Officer			Yasuhiko Kanzaki			In Charge of International Sales and General Manager of International Sales Headquarters: Europe, Middle East, Africa Region
	Director Managing Corporate Officer			Tadayoshi Torii			In Charge of Production and General Manager of Production Headquarters
	Director Managing Corporate Officer			Shiro Hori			In Charge of International Sales and General Manager of International Sales Headquarters: America, Asia and Oceania Region
	Director Corporate Officer			Tomoyasu Kato			General Manager of Research and Development Headquarters (In Charge of Research and Development)
	Director Corporate Officer			Tadashi Asanuma			In Charge of Domestic Sales and General Manager of Domestic Sales Marketing Headquarters: Nagoya Area
	Director Corporate Officer			Hisayoshi Niwa			General Manager of Quality Headquarters
	Director Corporate Officer			Shinichiro Tomita			General Manager of Research and Development Headquarters (In Charge of Product Development)
	Director Corporate Officer			Tetsuhisa Kaneko			General Manager of Purchasing Headquarters
	Director Corporate Officer			Yoji Aoki			General Manager of Administration Headquarters
	Director			Motohiko Yokoyama			President and Representative Director of JTEKT Corporation
	Standing Statutory Auditor			Toshihito Yamazoe
	Standing Statutory Auditor			Haruhito Hisatsune
	Statutory Auditor			Masafumi Nakamura			Certified Public Accountant Professor in the Graduate School of Business at Aichi Shukutoku University
	Statutory Auditor			Michiyuki Kondo			Attorney at Law

Notes:	1.	The asterisk denotes Representative Director.
	2.	In order to promote swift execution of group strategies and strengthen the business affairs of Makita, the Company introduced the corporate officer system effective June 25, 2009. Corporate officers consist of 15 members including 10 directors excluding an outside director.
	3.	Changes of Directors during the term

(1)

At the 97th Ordinary General Meeting of Shareholders held on June 25, 2009, the following Directors were retired from their respective offices.

Managing Director           Masami Tsuruta
Director Director Director		Kenichiro Nakai Zenji Mashiko Toshio Hyuga

(2)

At the 97th Ordinary General Meeting of Shareholders held on June 25, 2009, the following Director newly elected and assumed office.

Director		Yoji Aoki

(3)

On June 25, 2009, the following changes of Director’s titles and positions were made.

		Name			After			Before
		Tadayoshi Torii			Director, Managing Corporate Officer In Charge of Production and General Manager of Production Headquarters			Director, General Manager of Production Headquarters
		Shiro Hori			Director, Managing Corporate Officer In Charge of International Sales and General Manager of International Sales Headquarters: America, Asia and Oceania Region			Director, General Manager of International Sales Headquarters:America, Asia and Oceania Region and International Administration
		Tomoyasu Kato			Director, Corporate Officer, General Manager of Research and Development Headquarters (In Charge of Research and Development)			Director, General Manager of Research and Development Headquarters
		Tadashi Asanuma			Director, Corporate Officer In Charge of Domestic Sales and General Manager of Domestic Sales Marketing Headquarters: Nagoya Area			Director, General Manager of Domestic Sales Marketing Headquarters: Tokyo Area
		Shinichiro Tomita			Director, Corporate Officer, General Manager of Research and Development Headquarters (In Charge of Product Development)			Assistant General Manager of Production Headquarters: China Plant

4.

Changes of Director’s positions after the term

(1)

On April 1, 2010, the following change of Director’s position was made.

		Name			After			Before
		Tadashi Asanuma			Director, Corporate Officer In Charge of Domestic Sales and General Manager of Domestic Sales Marketing Headquarters			Director, Corporate Officer In Charge of Domestic Sales and General Manager of Domestic Sales Marketing Headquarters: Nagoya Area

(2)

On May 1, 2010, the following changes of Director’s positions were made.

		Name			After			Before
		Shinichiro Tomita			Director, Corporate Officer General Manager of Purchasing			Director, Corporate Officer, General Manager of Research and Development Headquarters (In Charge of Product Development)
		Tetsuhisa Kaneko			Director, Corporate Officer General Manager of Production Headquarters: China Plant			Director, Corporate Officer General Manager of Purchasing Headquarters

	5.	Mr. Motohiko Yokoyama is an Outside Director.
	6.	Messrs. Haruhito Hisatsune, Masafumi Nakamura, and Michiyuki Kondo are Outside Statutory Auditors.
	7.	The Company has designated Mr. Motohiko Yokoyama, a Director, and Messrs. Haruhito Hisatsune, Masafumi Nakamura and Michiyuki Kondo, Statutory Auditors, as the “Independent Director(s)/Statutory Auditor(s)” as required by the regulations of the Tokyo Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. and made required notification therefor to these Stock Exchanges.
	8.	Mr. Haruhito Hisatsune, Standing Statutory Auditor, has a substantial amount of expertise in finance and accounting, including experience working at financial institution for many years.
	9.	Mr. Masafumi Nakamura, Statutory Auditor, is a certified public accountant and has a substantial amount of expertise in finance and accounting.

(2) Total Amounts of Remuneration and Bonus to Directors and Statutory Auditors

	Classification			Number of payment recipients					Aggregate amount paid (in millions of yen)
	Directors					15				231
	Statutory Auditors					4				41
	Total					19				272

	Notes: 1.		The aggregate amount of remuneration includes the remuneration paid to the 4 directors during their terms of service, who retired at the conclusion of the 97th Ordinary General Meeting of Shareholders held on June 25, 2009.
	2.		The aggregate amount of remuneration includes the amount of 31 million yen paid to Outside Executives (1 Outside Director and 3 Outside Statutory Auditors).
	3.		The aggregate amount paid to Directors includes the amount of 96 million yen for the bonuses to be paid to 10 Directors (excluding 1 Outside Director), which will be resolved at the 98th Ordinary General Meeting of Shareholders.
	4.		Other than the above, as employee salaries (including bonuses), the amount of 101 million yen was paid to 11 Directors including 3 of the 4 Directors concurrently serving as employees who retired from their respective offices during the term.
	5.		Other than the above, the amount of 62 million yen was paid to 3 of the 4 Directors who retired from their respective offices during the term as retirement allowance.
			The Company terminated the retirement allowance plan for Directors and Statutory Auditors at the Ordinary General Meeting of Shareholders held on June 29, 2006. It was resolved that payment of retirement allowance be made when the relevant Director or Statutory Auditor resigns his office, and that specific amount and payment methods for each Director should be decided by the Board of Directors and such matters for Statutory Auditors should be decided through discussions among Statutory Auditors.
	6.		The maximum amounts of annual remuneration for all Directors and Statutory Auditors, each of which was approved by a resolution passed at the Ordinary General Meeting of Shareholders held in May 1989, is 240 million yen (excluding bonuses and the amounts paid to Directors who concurrently serve as employees as employee salaries) and 60 million yen, respectively.

(3) Outside Director and Statutory Auditors

1.

Director, Motohiko Yokoyama

(i) Relation between important organization of concurrent post and Makita

     Makita purchases parts, machinery and equipment from JTEKT Corporation and its group companies.

(ii) Major activities during the term

     Mr. Yokoyama attended 9 of 13 meetings of the Board of Directors (attendance rate: 69%) during the term. At the attended meetings, he expressed his opinions as necessary from the top management perspective of the core company of Toyota Group which is a world’s leading corporate group.

(iii) Outline of Liability Limitation Agreement

     With respect to liabilities set forth in Article 423, Paragraph 1 of the Company Law of Japan, the Company has entered into a liability limitation agreement with Mr. Yokoyama which limits the maximum amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the Company Law of Japan.

2.

Statutory Auditor, Haruhito Hisatsune

(i) Major activities during the term

     Mr. Hisatsune attended all meetings of the Board of Directors and of the Statutory Auditors. At the attended meetings, he expressed his opinions from his independent position as necessary.

(ii) Outline of Liability Limitation Agreement

     With respect to liabilities set forth in Article 423, Paragraph 1 of the Company Law of Japan, the Company has entered into a liability limitation agreement with Mr. Hisatsune which limits the maximum amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the Company Law of Japan.

3.

Statutory Auditor, Masafumi Nakamura

(i) Major activities during the term

     Mr. Nakamura attended 11 of 13 meetings of the Board of Directors (attendance rate: 85%) and 12 of 13 meetings of the Statutory Auditors (attendance rate: 92%) during the term. At the attended meetings, he expressed his opinions from the professional perspective of certified public accountant.

(ii) Outline of Liability Limitation Agreement

     With respect to liabilities set forth in Article 423, Paragraph 1 of the Company Law of Japan, the Company has entered into a liability limitation agreement with Mr. Nakamura which limits the maximum amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the Company Law of Japan.

4.

Statutory Auditor, Michiyuki Kondo

(i) Major activities during the term

     Mr.Kondo attended 12 of 13 meetings of the Board of Directors (attendance rate: 92%) and all meetings of the Statutory Auditors. At the attended meetings, he expressed his opinions from the professional perspective of attorney at law.

(ii) Outline of Liability Limitation Agreement

     With respect to liabilities set forth in Article 423, Paragraph 1 of the Company Law of Japan, the Company has entered into a liability limitation agreement with Mr. Kondo which limits the maximum amount of his liabilities to the total amount provided for in each of the items of Article 425, Paragraph 1 of the Company Law of Japan.

4. Accounting Auditors

  (1) Name of Accounting Auditor: KPMG AZSA & Co.

  (2) Amount of Remuneration of Accounting Auditor for this term

				Amount of payment (in millions of yen)
	1. Amount of remuneration for accounting auditors to be paid by the Company			292 million yen
	2. Total amount of remuneration for accounting auditors to be paid by the Company and its subsidiaries			309 million yen

	Notes: 1.		As the audit agreement between the Company and its accounting auditors does not differentiate remuneration for audit under the Company Law of Japan from the one for audit under Financial Instruments and Exchange Law, the amount shown in 1. above represents total remuneration for both audits.
	2.		KPMG AZSA & Co. is a member firm of KPMG International and the accounting audits of all principal subsidiaries of the Company are conducted by member firms of KPMG International.

(3) Decision-Making Policy on Dismissal or Non-Reappointment of Accounting Auditor

     If the accounting auditor falls under any of the events prescribed in each of the items of Article 340, Paragraph 1 of the Company Law of Japan, the Board of Statutory Auditors shall dismiss such accounting auditor with the consent of all the Statutory Auditors. In the case of such dismissal, such dismissal and reasons therefor shall be reported to the first General Meeting of Shareholders to be held after such dismissal.

     In addition, if it is identified as difficult for the accounting auditor to properly conduct audits as a result of any reason that may harm independence of the accounting auditor, the Board of Directors will submit an agenda concerning non-reappointment of such accounting auditor to a General Meeting of Shareholders with a consent of the Board of Statutory Auditors or upon a request of the Board of Statutory Auditors.

5. Systems and Policies of the Company

(1)

Systems to ensure that the duties of Directors are executed in compliance with laws and regulations and the Articles of Incorporation, and other systems necessary for ensuring that the company’s operation will be conducted appropriately

1.

Systems to ensure that the duties of Directors and employees are executed in compliance with laws and regulations and the Articles of Incorporation

(i)

The Board of Directors establishes the Code of Ethics and the Guidelines to the Code of Ethics as the principles

for all Executives, and employees of Makita and each of the Directors shall keep all Corporate Officers and employees informed of and in compliance with such ethics.

	(ii)		In order to ensure corporate ethics and compliance, a system to discover problems within the Company is created by establishing consulting facility as well as Internal Reporting Policy. In addition, an inquiry window shall be established on the Company’s website to receive opinions and suggestions from outside the Company concerning accounting, internal controls and auditing.
	(iii)		An Internal Audit Department is established that conducts internal audit as deemed necessary.

2.

Systems concerning the retention and management of information regarding the execution of duties by Directors

     Information regarding the execution of duties by Directors shall be appropriately kept and managed in accordance with internal regulations such as the Regulations of the Board of Directors and the Regulations on Corporate Approval. Directors and Statutory Auditors shall have access to such information.

3.

Rules and other systems for risk management

	(i)		Each Director has the power and responsibility to build a risk management system in Makita in the business areas of which they are in charge, and in the case where a significant event affecting the management of the Company arises, the Director shall report such event to the Board of Directors and Board of Statutory Auditors.
	(ii)		Rules and guidelines on risk management regarding quality control, accident prevention, cash management and others, shall be established as necessary and operated by each department.

4.

Systems to ensure the efficient execution of Director’s duties

	(i)		A regular meeting of the Board of Directors shall be held once a month and extraordinary meetings shall be held whenever necessary. In addition, pursuant to management policy decided by the Board of Directors, priority targets shall be established for each department in each fiscal year. Each Director shall execute his duty to accomplish relevant target and the Board of Directors shall oversight the progress and performance thereof.
	(ii)		The Board of Directors establish standards concerning management structure and organization, positions, divisions of functions and duties and powers, which constitute the basis for implementing management policy, and operates business systematically and efficiently.
	(iii)		The Board of Directors introduces the Corporate Officer system in order to promptly implement Makita strategy and strengthen the operational organization, and thereby make the business operation flexible and efficient.

5.

Systems to ensure the adequacy of business operations within Makita

	(i)		Each of all subsidiaries is under control of Directors who are in charge of such subsidiary and important management matters and matters concerning misconduct shall be reported appropriately to such Director in accordance with the Reporting Policy. The Director who is in charge of such subsidiary, upon receipt of such report, shall inform the Board of Directors of the status of supervision when necessary.
	(ii)		The Board of Directors establish policies on documentation and assessment of internal controls of financial reporting of Makita.
	(iii)		In order to enhance the corporate governance of Makita, Outside Directors shall be appointed.
	(iv)		For supervision and review of internal control systems of Makita by Statutory Auditors, a system shall be established for Statutory Auditors to cooperate with the Internal Audit Department and other related division and to receive report from Accounting Auditors.

6.

Matters concerning employees posted to assist the duties of the Statutory Auditors when the Statutory Auditors so require and such employees’ independence from Directors

     Necessary personnel be posted to assist the duties of the Statutory Auditors. In order to ensure the independence of such employees from Directors, the consent of the Board of Statutory Auditors is required for the appointment and change of such employees.

7.

Systems in accordance with which the Directors and employees report to the Statutory Auditors and other systems concerning reports to the Statutory Auditors

	(i)		Directors, Corporate Officers and employees shall report to the Statutory Auditors with respect to matters that may cause significant damage to the Company, important management matters, matters concerning misconduct, status of structures and operation of the internal control system, and the operation of internal hotline system and the results of reports received under such system.
	(ii)		The Company shall prepare a system that enables the Statutory Auditors to request reports from Directors, Corporate Officers and employees when necessary and that the Board of Statutory Auditors to exchange opinions with the Directors and Accounting Auditors.

8.

Other systems to ensure that audits by the Statutory Auditors will be conducted effectively

	(i)		In order to enhance the supervisory function of the Board of Statutory Auditors over Accounting Auditors, “Policies and Procedures concerning Prior Approval of Auditing and Non-Auditing Services” shall be established. In addition, to ensure that audits by the Statutory Auditors will be conducted effectively, audit shall be conducted in accordance with standards for audit by Statutory Auditors.
	(ii)		Full amount of the compensation to Statutory Auditors shall be fixed so that the independence of the Statutory Auditors can be secured.

9.

Systems to ensure elimination of antisocial forces

     From the viewpoint of corporate social responsibility, Makita will consistently take a resolute stance against involvement in, and have absolutely no relationship with, the activities of antisocial forces that may threaten the order and the security of civil society.

	(i)		The Company’s policy of “no intervention by antisocial forces has been permitted” is publicly announced, both internally and outside the Company, by expressly stipulating such in the management policy/quality policy and by displaying such on the Company’s homepage.
	(ii)		Ban on transactions with antisocial forces are expressly stated in the “Guidelines to the Code of Ethics for Makita”, which prescribes the standards for officer and employee conduct applicable in the execution of their tasks. Each Director shall keep all Corporate Officers and employees informed of and in compliance with such prohibition.
	(iii)		The Company has been liaising closely with the police and external related organizations, including the Foundation for Aichi Residents’ Conference for Violence, and endeavors to prevent any involvement in activities of antisocial forces, any damage caused thereby, and others.
	(iv)		In addition to collecting information relevant to activities of antisocial forces from the police and external related organizations, the Company voluntarily participates in seminars. Also, the Company endeavors to share information within the Company and related departments of Makita.

CONSOLIDATED BALANCE SHEET

(As of March 31, 2010)

(Millions of Yen)

	(Assets)								(Liabilities)
	Current assets				253,797				Current liabilities				42,461
	Cash and cash equivalents				62,290				Short-term borrowings				385
	Time deposits				8,383				Trade notes and accounts payable				18,359
	Short-term investments				33,639				Accrued payroll				6,835
	Notes				2,214				Accrued expenses and other				15,120
	Accounts				43,680				Income taxes payable				1,722
	Less- Allowance for doubtful receivables				(1,010)				Deferred income taxes				40
	Inventories				88,811
	Deferred income taxes				6,434				Long-term liabilities				7,705
	Prepaid expenses and other current assets				9,356				Long-term indebtedness				544
									Accrued retirement and termination benefits				3,778
	Property, plant and equipment, at cost				73,200				Deferred income taxes				677
	Land				19,050				Other liabilities				2,706
	Buildings and improvements				70,668
	Machinery and equipment				74,652				(Shareholders’ equity)
	Construction in progress				2,257				Common stock				23,805
	Less- Accumulated depreciation				(93,427	)			Additional paid-in capital				45,420
									Legal reserve and retained earnings				276,459
	Investments and other assets				22,842				Legal reserve				5,669
	Investment				15,166				Retained earnings				270,790
	Goodwill				721				Accumulated other comprehensive income (loss)				(42,032	)
	Other intangible assets, net				4,664
	Deferred income taxes				1,611				Treasury stock, at cost				(6,445	)
	Other assets				680
									Total Makita Corporation shareholder’s equity				297,207
									Noncontrolling interest				2,466
									Total equity				299,673
	Total assets				349,839				Total liabilities, and equity				349,839

CONSOLIDATED STATEMENT OF INCOME

(From April 1, 2009 to March 31, 2010)

(Millions of Yen)

	Net sales									245,823
	Cost of sales									149,938
	Gross profit									95,885
	Selling, general and administrative and other expenses									65,495
	Operating income									30,390
	Other income (expenses):
	Interest and dividend income				881
	Interest expense				(71)
	Exchange gains on foreign currency transactions, net				2,044
	Realized gains on securities, net				274					3,128
	Income before income taxes									33,518
	Provision for income taxes:
	Current				8,760
	Deferred				2,192					10,952
	Net income									22,566
	Less: Net income attributable to the noncontrolling interest									(308)
	Net income attributable to Makita Corporation									22,258

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME(LOSS)

(From April 1, 2009 to March 31, 2010)

(Millions of Yen)

	For the year ended March 31, 2010
				Makita Corporation shareholders’ equity																														Non- controlling interest					Total					Comprehensive income (Loss)
				Common stock					Additional paid-in capital					Legal reserve					Retained earnings					Accumulated other comprehensive income (loss)					Treasury stock															Net income attributable to Makita Corporation					Net income attributable to the non-controlling interest					Total
	Beginning balance				23,805					45,420					5,669					257,487					(42,461	)				(6,435	)				2,261					285,746
	Purchases and disposal of treasury stock, net																													(10	)									(10	)
	Cash dividends																			(8,955	)														(197	)				(9,152	)
	Capital transactions and other																																		181					181
	Comprehensive income (loss)
	Net income																			22,258															308					22,566					22,258					308					22,566
	Foreign currency translation adjustment																								(2,931	)									(87	)				(3,018	)				(2,931	)				(87	)				(3,018	)
	Unrealized holding gains (losses) on available-for- sale securities																								2,430															2,430					2,430										2,430
	Pension liability adjustment																								930															930					930										930
	Total comprehensive income (loss)																																												22,687					221					22,908
	Ending balance				23,805					45,420					5,669					270,790					(42,032	)				(6,445	)				2,466					299,673

Important Basic Matters for Preparation of Consolidated Financial Statements

Scope of consolidation

Number of consolidated subsidiaries: 48
Major subsidiaries are as follows:

Makita U.S.A. Inc., Makita (U.K.) Ltd.,
Makita France SAS, Makita Werkzeug G.m.b.H (Germany),
Makita Oy (Finland),
Makita Gulf FZE (U.A.E.)
Makita (China) Co., Ltd., Makita (Kunshan) Co., Ltd.,
Makita (Australia) Pty Ltd., etc.

Significant Accounting Policies

1. Basis of presentation

The consolidated financial statements are prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) pursuant to Article 3 of Supplementary provision of the Ordinance for Corporate Accounting (Ordinance of the Ministry of Justice No.46 2009). However, certain disclosures required under US GAAP are omitted pursuant to the same provision.

2. Valuation of Short-term investments and Investments

The Company conforms to Accounting Standards Codification (“ASC”) 320, “Investments-Debt and Equity Securities” (former Statement of Financial Accounting Standards (“SFAS”) No.115, “Accounting for Certain Investments in Debt and Equity Securities, ”).

	Held-to-maturity securities:		Amortized cost
	Available-for-sale securities:		Fair market value as of fiscal year-end      All valuation allowances are credited to shareholders’ equity.      The cost of securities sold is based on the moving-average method.

3. Valuation of inventories

Inventories are valued at the lower of cost or market price, with cost determined principally based on the average cost method. Inventory costs include raw materials, labor and manufacturing overheads.

4. Depreciation method of fixed assets

	Tangible fixed assets:		Depreciation of tangible fixed assets of the Company is computed by using the declining-balance method over the estimated useful lives. Most of the consolidated subsidiaries have adopted the straight-line method for computing depreciation.
	Goodwill and other intangible assets:		With respect to goodwill, in compliance with ASC 350, “Intangibles –Goodwill and Other” (former SFAS No.142 “Goodwill and Other Intangible Assets,”), amortization is not performed, but impairment testing is carried out at least once a year in principle. Amortization is performed using the straight-line method with regard to other intangible fixed assets that have clearly established years of service.

5. Allowances

	Allowance for doubtful receivables:		The allowance is determined based on, but is not limited to, historical collection experience adjusted for the effects of the current economic environment, assessment of inherent risks, aging and financial performance. Allowance for doubtful receivables represents the Makita’s best estimate of the amount of probable credit losses in its existing receivables.
	Retirement and termination allowances:		In accordance with ASC 715, “Compensation-Retirement Benefits ” (former SFAS No.87 “Employers’ Accounting for Pensions” and SFAS No.158 “Employers’ Accounting For Defined Benefit Pension and Other Postretirement Plans,”), pension and severance cost is accrued based on the projected benefit obligations and the fair value of plan assets at the balance sheet date. Each overfunded plans and postretirement plans are recognized as an asset and each underfunded plan and postretirement plans are recognized as a liability. Unrecognized prior service cost is amortized by the straight-line method over the average remaining service period of employees. Unrecognized actuarial loss is recognized by amortizing a portion in excess of 10% of the greater of the projected benefit obligations or the fair value of plan assets by the straight-line method over the average remaining service period of employees.

6. Consumption tax is accounted for by allocation separately from related sales and purchase accounts.

7. Changes in principles, procedures and disclosures of the accounting policies concerning consolidated financial statements preparation

Starting with this fiscal year beginning April 1, 2009, the Company has adopted ASC 810, “Consolidation” (former SFAS No.160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No.51”). This statement establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of noncontrolling interests (minority interests) as equity in the consolidated financial statements. The amount of net income attributable to noncontrolling interests is now included in consolidated net income on the face of the consolidated income statements.

This statement also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The adoption did not give rise to any material effect on the Company’s consolidated results of operations and financial position.

Notes to Consolidated Balance Sheet

Guarantee (contingent liabilities):

8 million yen

Notes to Consolidated Statement of Income

	Selling, general and administrative expenses include the followings
	Impairment losses of goodwill:		1,251 million yen
	Impairment losses of long-term asset:		354 million yen

Loss due to impairment is recognized with respect to goodwill and some other long-term assets accrued at the time of the acquisition of Makita Numazu shares.

Notes to Consolidated Statement of Shareholders’ Equity

1. Matter regarding shares issued

Kind of shares

End of the previous term

Increase

Decrease

End of the present term

Common stock

140,008,760 shares

-

-

140,008,760 shares

2. Matter regarding treasury stock

Kind of shares

End of the previous term

Increase

Decrease

End of the present term

Common stock

2,244,755 shares

3,713 shares

110 shares

2,248,358 shares

(Reasons for the change)

The reason for the increase is the purchases of fractional shares: 3,713 shares.
The reason for the decrease is the sales of fractional shares: 110 shares.

Notes to financial instruments

1. Matter regarding status of financial instruments

Makita carries out short-term and other investments in order to secure profits on a stable basis. Short-term investment consists primarily of MMF (Money Management Fund) and FFF (Free Financial Fund). Other investment is made mainly in marketable shares (shares other than those purely for investment purpose). Long-term liabilities comprise long-term loans from banks and capital-lease obligations. Forward exchange contracts were entered into and currency options were purchased with the aim of reducing such market risks as foreign exchange rate fluctuations.

2. Matter regarding such as market value of financial instruments

The following methods and significant assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate a fair value:

(1)

Cash and Cash Equivalents, Time Deposits, Trade Notes and Accounts Receivable, Short-term Borrowings, Trade Notes and Accounts Payable, Other payables, and Other Accrued Expenses

The carrying amounts approximate fair value because of the short maturities of those instruments.

(2) Long-term Time Deposits

The fair value is estimated by discounting future cash flows using the current rates that Makita would be offered for deposits with similar terms and remaining maturities.

(3) Short-term investments and Investments

The fair value of marketable and investment securities is estimated based on quoted market prices. For certain investments such as non-marketable securities, since there are no quoted market prices existing, a reasonable estimation of a fair value could not be made without incurring excessive cost, and such securities have been excluded from fair value disclosure. The fair value of such securities is estimated if and when there are indications that the investment may be impaired. Nonmarketable securities amounted to 402 million yen as of March 31,2010.

(4) Long-term Indebtedness

The fair value of long-term indebtedness is a present value of future cash flows associated with each instrument discounted using Makita’s current borrowing rates for similar debt instruments of comparable maturities.

(5) Other Derivative Financial Instruments

The fair values of other derivative financial instruments, foreign currency contracts, currency swaps and currency option contracts, all of which are used for hedging purposes, are estimated by obtaining quotes and other relevant information from brokers.

The estimated fair value of the financial instruments was as follows:

		March 31, 2010
		(Millions of yen)
		Carrying Amount				Fair Value				Amount of difference
Short-term investments			33,639				33,640				1
Investments			14,764				14,704				(60	)
Long-term time deposits			3				3				-
Long-term indebtedness including current maturities			(824	)			(832	)			(8	)
Foreign currency contracts:
Assets			25				25				-
Liabilities			(301	)			(301	)			-
Currency option contracts:
Liabilities			(4	)			(4	)			-

(6) Limitation

The fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties and are matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Notes to Information Per Share

Total Makita Corporation shareholders’ equity per share			2,157.42			yen
Total Makita Corporation shareholders’ equity per share attributable to common stock was computed based on following;
Total Makita Corporation shareholders’ equity in the balance sheet			297,207			million yen
Total Makita Corporation shareholders’ equity available to common stock			297,207			million yen
Number of shares outstanding (excluding treasury stock) as of March 31, 2010			137,760,402			shares
Earning per share (Basic) Net income attributable to Makita Corporation common shareholders			161.57			yen
Earning per share (Basic) Net income attributable to Makita Corporation common shareholders was computed based on following;
Net income attributable to Makita Corporation in the statement of income			22,258			million yen
Net income attributable to Makita Corporation available to common stock			22,258			million yen
Average number of outstanding shares of common stock			137,762,051			Shares

BALANCE SHEET

(As of March 31, 2010)

(Millions of Yen)

(Assets)								(Liabilities)
Current assets				76,697				Current liabilities				13,317
Cash and time deposits				5,318				Trade notes payable				224
Trade notes receivable				238				Trade accounts payable				5,732
Trade accounts receivable				17,903				Other accounts payable				1,826
Marketable securities				26,575				Corporate and inhabitant income taxes payable				73
Finished goods and merchandise				9,336				Accrued expenses				4,145
Work-in-process				1,140				Allowance for officers bonuses				96
Raw materials and supplies				1,395				Allowance for product warranties				389
Short-term loans receivable				11,231				Other				832
Deferred tax assets				2,420				Long-term liabilities				2,746
Other				1,146				Retirement and termination allowances				183
Allowance for doubtful accounts				(5	)			Estimated retirement allowances for directors and Statutory auditors				384
Fixed assets				150,085				Long-term accounts payable				1,116
Tangible fixed assets				37,791				Deferred tax liabilities				1,063
Buildings				20,492
Structures				721
Machinery and equipment				2,158
Vehicles and transportation equipment				23				Total liabilities				16,063
Tools, furniture and fixtures				1,614
Land				12,758				(Net assets)
Construction in progress				25				Shareholders’ equity				206,913
Intangible fixed assets				3,388				Common stock				24,206
Software				465				Capital surplus				47,525
Industrial property				2,709				Additional paid-in capital				47,525
Other intangible fixed assets				214				Retained earnings				141,627
Investment and other assets				108,906				Legal reserve				5,669
Investment securities				22,223				Other retained earnings				135,958
Stocks of affiliates				54,981				Reserve for dividend				750
Investment in affiliates				24,269				Reserve for technical research				1,500
Long-term loans receivable				1,269				Reserve for deduction entries				962
Lease deposits				360				General reserves				85,000
Prepaid pension expenses				5,767				Retained earnings carried forward				47,746
Other				54				Treasury stock				(6,445	)
Allowance for doubtful accounts				(17	)			Valuation and translation adjustments				3,806
								Net unrealized gains on securities				3,806
								Total net assets				210,719
Total assets				226,782				Total liabilities and net assets				226,782

STATEMENT OF INCOME

(From April 1, 2009 to March 31, 2010)

(Millions of Yen)

Net sales									82,657
Cost of sales									57,869
Gross profit									24,788
Selling, general, administrative and other expenses									25,211
Operating losses									423
Non-operating income
Interest and dividend income				7,104
Other non-operating income				756					7,860
Non-operating expense
Exchange losses on foreign currency transactions				16
Other non-operating expense				2					18
Ordinary profit									7,419
Special profit
Gains on the sale of fixed assets				3
Gains on the sale of investment securities				193					196
Special loss
Losses on the sale and disposal of properties				367
Unrealized losses on stock of subsidiaries				2,455
Other				97					2,919
Income before income taxes									4,696
Tax provision, current				508
Tax provision, deferred				933					1,441
Net income									3,255