74th fiscal year shareholders’ report

(TRANSLATION FOR REFERENCE PURPOSES ONLY)

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74th Fiscal Year Shareholders’ ReportFor the term beginning April 1, 2008 and ending March 31, 2009

Attachment to the Notice of the 74th Ordinary General Meeting of Shareholders

AIDA ENGINEERING, LTD.

________________________________________________________________________________Note: This document has been translated from the Japanese original for reference purposes only. In

the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail.


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Contents

President Message

Attachment to the Notice of the 74th Ordinary General Meeting of Shareholders

Business Report 4

Consolidated Balance Sheet 24

Consolidated Statement of Income 26

Consolidated Statement of Changes in Net Assets 27

Table of Notes to Consolidated Financial Statements 29

Non-consolidated Balance Sheet 35

Non-consolidated Statement of Income 37

Non Consolidated Statement of Changes in Net Assets 38

Table of Individual Notes 41

Audit Report of Independent Accounting Auditors regarding 47

The Consolidated Financial Statements (attested copy)

Audit Report of Independent Accounting Auditors (attested copy) 48

Audit Report of the Board of Statutory Auditors (attested copy) 49

<References>

Product Introduction 51

Profiles of the Company’s Main Facilities 52

Announcement for Shareholders 56

Information for the Shareholders 57


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President Message

Dear Shareholders:

I am delighted to convey our wishes for your health and

success with this notice. I appreciate for your particular

support and kind consideration. I take pleasure in putting

the 74th (from April 1, 2008 to March 31, 2009) report

into your hand.

The AIDA ENGINEERING has been running business based on its corporate philosophy, "We will

grow and develop globally as a systems builder and continue our contribution to people and

community." In the current term, the second annual of the Medium-term Management Plan, we have

been striving for expansion of the consolidated profit and rise of the corporate value.

Recently business environment surrounding AIDA ENGINEERING group has been getting more

serious due to the worldwide financial crisis. AIDA ENGINEERING group would pursue getting

orders from customers and keeping profitability as an entire team.

I ask to have with your continued more cooperation and encouragement.

June, 2009

Kimikazu AidaPresident & CEO

AIDA ENGINEERING, LTD.


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65,785

40,883

67,434

62,838

20,000

30,000

40,000

50,000

60,000

70,000

71st 72nd 73rd 74th

64,513

60,67562,120

54,303

20,000

30,000

40,000

50,000

60,000

70,000

71st 72nd 73rd 74th

Business Report (April 1, 2008 through March 31, 2009)

1. Matters Related to the Current Circumstances of the Consolidated Group

(1) Developments and results of business

The trend in the Japanese economy for the consolidated fiscal year 2008 remained unstable,credit crunch occurred due to world wide financial crisis, and personal consumption and capitalinvestments are rapidly deteriorated by concerns about future economy.In the press machine manufacturing industry, by taking an effect from the sharp downturn in

demand of capital investments, cancellation of orders and continuous requisitions of extension ofdelivery period had been experienced in the second half of the year, heading the major user, theautomobile related industry to the other users in and outside Japan. According to Japan FormingMachinery Association, amount of orders regarding machinery concerning presses has beendeclined 43.3% to ¥117.8 billion.Under a business environment based upon harsh economic conditions ever experienced, theAIDA ENGINEERING Group addresses the expansion of earnings and enhancement of businessinfrastructure with every employee fully committed to the slogan,“Realize the‘ProductDiversification’and‘Improvement in Quality’as a forming system builder and‘ContinuousGrowth as a Global Company’in a well-balanced manner and develop as a group of companiestrusted by society.”As a result, net sales for the consolidated fiscal year 2008 declined 5.9% year-on-year to ¥60.67billion with stabilization at low demand in the Americas, Europe, and decrement in capitalinvestments. Since the prices of our main materials including iron and steel have been soaring,unprofitable mid-large scale individual machines are still at a high rate in sales percentage,without showing any changes in sales price per unit, which caused decrement of 82.2% inoperating income year-on-year to ¥950 million and a fall of 80.2% year-on-year to ¥1.1 billion inordinary income, which finally add up to a free fall of 77.4% year-on-year in current net incometo ¥810million.

■ Consolidated Order Amount ■ Consolidated Sales Amount（millions of yen）（millions of yen）

００


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5,365

955

5,164

3,412

0

1,000

2,000

3,000

4,000

5,000

6,000

71st 72nd 73rd 74th

(2) Summary of financial results by operating division

Orders Sales

Category Amount(millions of yen)

Annualincrease

(decrease) (%)

Ratio(%)

Amount(millions of yen)

Annualincrease

(decrease) (%)

Ratio(%)

Pressmachines 30,624 △44.6 74.9 50,416 △6.7 83.1

Service 9,995 △3.8 24.4 9,995 △3.8 16.5

Others 264 218.4 0.6 264 218.4 0.4

Total 40,883 △37.9 100.0 60,675 △5.9 100.0

■ Consolidated Operating Income ■ Consolidated Ordinary Income（millions of yen）（millions of yen）

a. Press machines

Since the second half of the fiscal year, when the financial crisis became serious, the trend of

order intake has dropped sharply and the order amount recorded ¥30.62 billion, decreased by

44.6% from the previous fiscal year. Sales in each geographic area especially America and

Europe declined and total sales record decreased by 6.7% to ¥50.41 billion.

b. Service

The orders and sales amount of the Service business lowered by 3.8% from the previous fiscal

year and recorded ¥9.99 billion, due to weak demand.

c. Other

The orders and sales amount of the Other business increased by 218.4% from the previous fiscal

year to ¥0.26 billion.

3,698

5,186

1,103

5,569

0

1,000

2,000

3,000

4,000

5,000

6,000

71st 72nd 73rd 74th


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(3) Capital investment

The amount of capital investment during the fiscal year was ¥3.24 billion in total, which are

mainly consisting of purchasing of machine tools in Sagami facility and Tsukui facility.

■ Consolidated Net Income（millions of yen）

(4) Financing activities

There were no material borrowings and issuance of new shares and debentures during the fiscal

year 2008.

(5) Tasks ahead

The Company has been leading the pack in this industry in technology, research, and

development expertise, which has been accumulated over its long history since establishment,

and offering innovative products based on such expertise. It is also maintaining sound financial

status, which is sufficient to pursue the track of growth strategy for the future. However, due to

the influence of the worldwide economic crisis, capital investment of main customers of the

Group marked sharp downturn and lead to decrease in orders both in domestic and overseas

markets. It has to be said that the business environment surrounding the Group is as difficult as

we have never experienced.

In order to overcome such difficult condition, the Group would pursue to keep stable

profitability by striving for taking orders, lowering fixed cost, increasing manufacturing

efficiency and reducing manufacturing cost.

3,585

810

3,053

1,792

0

1,000

2,000

3,000

4,000

71st 72nd 73rd 74th


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(6) Changes in consolidated assets and financial profit-and-loss status of the Group

Category71st fiscal year

April 1, 2005 toMarch 31, 2006

72nd fiscal year


73rd fiscal year


74th fiscal year(current term)


Orders (millions of yen) 62,838 67,434 65,785 40,883Sales (millions of yen) 54,303 62,120 64,513 60,675Ordinary profit(millions of yen) 3,698 5,186 5,569 1,103

Net income (millions of yen) 1,792 3,053 3,585 810Earnings per share( yen) 23.79 42.67 50.27 12.41Total assets (millions of yen) 83,510 90,076 85,036 74,796

Notes: Earnings per share calculated by dividing net income by the average number of shares during theperiod (the average number of the issued shares during period except one of treasury stock).

(7) Principal businessPrincipal business of the Group, AIDA ENGINEERING, being a core company, ismanufacturing and sales of metal foaming machines, mainly press machines and variousauxiliary automatic devices for the automation of presswork as well as industrial robots andtooling dies in Japanese domestic and overseas markets.

(8) Principal offices and plants1) Major offices and plants of the Company- Head office: Sagamihara, Kanagawa- Sales offices:Yamagata (Yamagata, Yamagata) Oyama (Oyama, Tochigi) Takasaki (Takasaki, Gunma)

Higashi Kanto (Misato, Saitama) Nagano (Shimosuwa-machi,Suwa-gun, Nagano) Kanagawa (Sagamihara, Kanagawa)

Hamamatsu(Hamamatsu, Shizuoka) Chubu (Anjo, Aichi) Nagoya (Komaki, Aichi)

Osaka (Kadoma, Osaka) Chugoku/Shikoku (Fukuyama,Hiroshima) Fukuoka (Fukuoka, Fukuoka)

Notes:Yamagata Office has been closed down as of March 31st, 2009- Plants: Sagami main plant, Tsukui plant, and Shimokuzawa plant (Sagamihara, Kanagawa)

Hakusan plant (Hakusan, Ishikawa)2) Establishments of principal subsidiaries

Name of subsidiary Location of Headoffice Location of Plant(s)

ACCESS CO, LTD Hakusan, Ishikawa Hakusan, IshikawaAIDA AMERICA CORP. Ohio, USA Ohio, USA

AIDA S.r.l. Lecco, Italy Lecco Facility: Lecco, ItalyBrescia Facility: Brescia, Italy

AIDA STAMPINGTECHNOLOGY PTE.LTD Singapore

AIDA MANUFACTURING(MALAYSIA) SDN.BHD. Johor, Malaysia Johor, Malaysia

AIDA HONG KONG LTD. Hong KongAIDA ENGINEERINGCHINA CO., LTD. Shanghai, China Shanghai, China


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(9) Status of principal subsidiaries1) Status of principal subsidiaries

Name of subsidiary Capital

Ratio ofvoting rightsowned by the

Company(%)

Principal business

ACCESS CO, LTD. JPY 50 million 100Manufacture and sale of electroniccontrols and automation devicesystems

AIDA AMERICA CORP. USD 42,102 thousand 100Manufacture, sale and service ofpress machines for the NorthAmerican market

AIDA S.r.l. EURO 23,500 thousand 100Manufacture, sale and service ofpress machines for the Europeanmarket

AIDA STAMPINGTECHNOLOGY PTE.LTD SGD 300 thousand 100

Sale and service of press machinesfor the Southeast Asian market

AIDA MANUFACTURING(MALAYSIA) SDN.BHD. RM 64,842 thousand (Note) 100

Manufacture and sale of generalpurpose press machines.

AIDA HONG KONG LTD. HKD 660 thousand 100 Sale and service of press machinesfor the Chinese market

AIDA ENGINEERINGCHINA CO., LTD. RMB 168,857 thousand (Note) 100 Manufacture and sale of general

purpose press machines.Notes: The ratio of voting rights above includes the percentage of indirect shareholding by subsidiaries.2) Other principal status on business combination

None to be mentioned.3) Progress of business combination

One company has been increased because AIDA ENGINEERING DE MEXICO, S. DE R.L.DE C.V. was newly established in this fiscal year, and one company has been increased byincluding AIDA STAMPING TECHNOLOGY (INDIA) PVT. LTD. in the scope ofconsolidation.

4) Results of business combinationThe Company's consolidated financial statements include the results of 17 subsidiaries,including principal subsidiaries listed above. Consolidated sales for the fiscal year endedMarch 31, 2009 amounted to ¥60.67 billion (decrease of 5.9% from the previous fiscal year).The consolidated ordinary profit totaled ¥1.1 billion (decrease of 80.2% from the previousfiscal year), and the net income lowered 77.4 %, compared with the previous fiscal year, to¥0.81 billion.

(10) Employee status (as of March 31, 2009)Number of employees Increase (decrease) over the previous year

1,629 19

(11) Major lenders (As of March 31, 2009)

Notes: The ratio of voting rights above is calculated based on the number of the shares (63,848,844

Investment bythese lenders in the Company

Lender Amount(millions of yen)

Number ofShares Held

(thousands)

Ratio of VotingRights (%)

The Dai-Ichi Mutual LifeInsurance Company 500 5,995 9.39


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shares), which is computed by subtracting the number of treasury stock from one of theissued shares.

(12) Status of transfer of business, assimilative-divisive reorganization or formational-divisive reorganization

None to be mentioned.

(13) Status of acquisition of other company's businessNone to be mentioned.

(14) Status of succession of rights and obligations for other company's business due tomerger or assimilative-divisive reorganization


(15) Status of acquisition or disposal of other company's shares and other interests or stockacquisition rights


(16) Other important matters concerning the current status of the Consolidated GroupNone to be mentioned.

2. Matters relating to shares of the Company (as of March 31, 2008)(1) Total number of shares authorized to be issued: 188,149,000 shares(2) Total number of shares issued and outstanding: 79,147,321 shares (including treasury

stock of 15,298,477 shares)(3) Number of shareholders: 7,583(4) Major Shareholders

Investment bythese shareholders in

the CompanyName of Shareholders Number ofShares Held

(thousands)

Ratio of VotingRights (%)

The Dai-Ichi Mutual Life Insurance Company 5,995 9.39Nippon Life Insurance Company 3,725 5.83The Master Trust Bank of Japan, Ltd.(trust account) 2,681 4.20

Meiji Yasuda Life Insurance Company 2,516 3.94Japan Trustee Services Bank, Ltd.(trust account 4G)

2,356 3.69

Japan Trustee Services Bank, Ltd.(trust account)

2,310 3.62

Mizuho Corporate Bank, Ltd. 2,179 3.41DANSKE BANK CLIENTS HOLDINGS 2,043 3.20STATE STREET BANK AND TRUSTCOMPANY 505019 2,015 3.16

RBC DEXIA INVESTOR SERVICES BANKACCOUNT LUXEMBOURG NONRESIDENT/DOMESTIC RATE

1,462 2.29

Notes: The ratio of voting rights above is calculated based on the number of the shares (63,848,844shares), which is computed by subtracting the number of treasury stock from one of the issuedshares.

(5) Other important matters relating to shares1）The Company acquired treasury stock as listed below to exercise a flexible capital policy


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responsive to changes in the business climate.This acquisition of treasury stock was implemented based on the resolution of the meetingsof the Board of Directors held on January 14, 2008 and October 30, 2008, under the Article13 of the Articles of Incorporation in accordance with Article 165-2 of the Corporation Law.

Date of resolution(the Board of

Directors)Date of acquisition Acquisition method

Total no.of sharesacquired(share)

Total shareacquisition value

(yen)

January 14,2008 From April 1, 2008to May 2, 2008

Purchase on the stockexchange 1,252,000 818,983,000

October 30,2008From October 31 ,2008 to December

22, 2008

Purchase on the stockexchange 2,173,200 768,956,100

2）At the meeting of the Board of Directors held on May 13th, 2008, the Company changed thenumber of unit shares of the Company from current 1,000 shares to 100 shares, effective August1st, 2008.

3. Matters Relating to Stock Acquisition Rights of the Company(1) Status of stock acquisition rights as of the last day of the fiscal year 2008

Status of stock acquisition rights granted to the Company officers in consideration of theexecution of their duties.

1) Status of stock acquisition rights held by directors (except outside directors)

Date of resolution forissuance

(the Board ofDirectors)

Numberof stockacquisition rights

Class andnumber of

shares subject tostock acquisition

rights

Exerciseprice(yen)

Numberof

directorsExercise period

July 5, 1999 -Note 1,2

Common stock185,000 437 4 From July 1, 2001 to

March 31, 2009

August 7, 2000 -Note 1


March 31, 2010

December 10, 2001 -Note 1


March 31, 2011

March 24, 2003 15 Common stock15,000 304 3 From July 1, 2004 to

March 31, 2012

January 29, 2004 99 Common stock99,000 388 5 From July 1, 2005 to

March 31, 2013

February 10, 2005 110 Common stock110,000 563 5 From July 1, 2006 to

March 31, 2014

September 30, 2005 55 Common stock55,000 725 5 From July 1, 2007 to

March 31, 2015

September 10, 2007 22Note 3

Common stock22,000 1 4 From September 27, 2007

to September 26, 2037

September 8, 2008 36Note 3

Common stock36,000 1 6 From September 26, 2008

to September 25, 2038Notes:1. Such stock acquisition rights will be granted to eligible persons as the right to receive the transfer

of treasury stock acquired by the Company pursuant to a resolution approved at an ordinary generalmeeting of shareholders in accordance with the provisions of the Commercial Code of Japan beforerevision (Law No. 56 of 1997), and the type and number of shares subject to stock acquisition rightswill be resolved as the type and number of shares transferred and the exercise price as the transferprice at the ordinary general meeting of shareholders. In addition, the date of resolution forissuance of the stock acquisition rights mentioned above is when to grant stock option to thedirectors was approved at the meeting of the Board of Directors.


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2. The exercise period of the stock acquisition rights has ended at March 31, 2009.3. The stock acquisition rights concerned are ones to be granted as stock option of stocks reward type

in place of the retirement benefit plan for directors.

2) Stock acquisition rights held by outside directors

Date of resolutionfor issuance

(the Board ofDirectors)

Number ofstock

acquisitionrights

Class andnumber of

sharessubject to

stockacquisition

rights

Exerciseprice(yen)

Numberof

outsidedirectors

Exercise period

February 10, 2005 10Common

stock10,000

563 1 From July 1, 2006to March 31, 2014

September 30, 2005 5Common

stock5,00

725 1 From July 1, 2007to March 31, 2015

(2) Stock acquisition rights granted during the fiscal year 2008None to be mentioned.

(3) Other important matters relating to stock acquisition rightsNone to be mentioned.


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4. Officers of the Company(1) Directors and auditors

Position in the Company NameResponsibility, representative status in

other corporations, and concurrent holdingof important positions

President andRepresentative Director Kimikazu Aida Chief Executive Officer (CEO)

Director Masaharu Sakaki

Senior Executive Officer, DivisionManager of Products BusinessHeadquarters, Chairman of AIDAAMERICA CORP. Chairman of AIDA S.r.l.

Director Naoyoshi Nakanishi

Executive Officer, Division Manager ofParts and Materials Headquarters,Chairman, Representative Director ofAccess Co., Ltd., Chairman of AIDAMANUFACTURING (MALAYSIA) SDN.BHD.

Director Nobuyoshi Maeda Executive Officer, Division Manager ofResearch & Development Headquarters,

Director Takashi Yagi Operating Officer , Deputy DivisionManager of Products Business Headquarters

Director Eiji Takei

Operating Officer, General Manager,Business Projection & AdministrationHeadquarters, Chairman of AIDASTAMPING TECHNOLOGY PTE.LTD.,Chairman of AIDA HONG KONGLTD.,Chairman of AIDA ENGINEERINGCHINA CO., LTD.

Director Takao Mikoshiba

Director Hiroo Wakabayashi Chairman, Representative Director,NIHON BUSSAN Corporation

Standing Statutory Auditor Takeru Yamazaki

Standing Statutory Auditor Toshiharu Sawada

Statutory Auditor Yoshihiro Masuoka Attorney at Law, Head of Masuoka & AotaLaw Office

Statutory Auditor Kimio Oiso

Representative Director, Senior ExecutiveOfficer, The Dai-ichi Mutual LifeInsurance Company, Chairman of theCommunity Study Foundation, Chairmanof Japan Institute of Human PostureResearch

Notes: 1. Takao Mikoshiba and Hiroo Wakabayashi are the outside directors2. Each of the above auditors is an outside auditor.3. Takashi Yagi, Eiji Takei and Hiroo Wakabayashi were newly elected and appointed

as Directors at the 73rd Ordinary General Shareholders’ Meeting held on June 26,2008

4. Kimio Oiso was newly elected and appointed as Statutory Auditors at the 73rd


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Ordinary General Shareholders’ Meeting held on June 26, 2008.5. The Company’s officers that retied during this fiscal year are as follows.

Position in theCompany atretirement

Name Responsibility,representative status in othercorporations, and concurrentholding of importantpositions at retirement

Date ofretirement

Reason forretirement

StatutoryAuditor

Koichi Sato Auditor of The Dai- IchiMutual Life InsuranceCompany

June 26,2008

Retirementuponexpirationof the term

(2) Status of outside officers1) Status of interlocking directorate of outside officer (when an officer is also an executive

officer of another company)None to be mentioned.The following outside officers are not an executive officer of any other corporation, but theyserve in the dual roles as follows:

・Hiroo Wakabayashi, Director : Chairman, Representative Director,NIHON BUSSANCorporation

The Company purchases office supplies from Nihon Bussan corporation.・Kimio Oiso , Auditor: Representative Director, Senior Executive Officer, The Dai-ichi

Mutual Life Insurance Company, Chairman of the Community Study Foundation, Chairmanof Japan Institute of Human Posture ResearchThe above company is a big shareholder of the Company, and the Company has entered intoinsurance agreements with the said company. The Company does not have any importantbusiness connection with the above foundation .

・Yoshihiro Masuoka, Auditor: Head of Masuoka & Aota Law Office; Executive Director ofthe Board, Meikai University; Executive Director of the Board, Asahi UniversityThe Company does not have any important business connection with the above law officeand universities.

2) Status of interlocking directorate of Outside Officer (when an officer is also an outsideofficer of another company)・Hiroo Wakabayashi, Director, is also an outside director of IBJ Leasing Company,

Limited and also an outside auditor of CMK Corporation.The Company and IBJ Leasing Company, Limited has leasing contracts and CMKCorporation is a customer of the Company.

・Toshiharu Sawada, Auditor, is also an outside auditor of InfoDeliver Corporation.The Company does not have any important business connection with the abovecorporation.


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3) Activities during the fiscal year 2008Position in the Company Name Activities during the fiscal year 2008

Director Takao Mikoshiba

Attended 12 out of 12 meetings of theboard of directors held during the fiscalyear 2008 and made comments from timeto time from the standpoint of anformer chairman of Japan FormingMachinery Association.

Director Hiroo Wakabayashi

Attended 9 out of 10 meetings of the boardof directors held after inauguration as adirector during the fiscal year and madecomments from time to time from thestandpoints of an former officer of a lifeinsurance company and of an topmanagement of a trading company.

Standing Statutory Auditor Takeru Yamazaki

Attended all 12 out of 12 meetings board ofdirectors’ meetings and all 9 meetings ofthe board of auditors held during the fiscalyear 2008 and made comments from timeto time from the standpoint of a formerofficer of a city bank.

Standing Statutory Auditor Toshiharu Sawada

Attended 12 out of 12 meetings of theboard of directors and all 9 meetings of theboard of auditors held during the fiscal year2008 and made comments from time totime from the standpoint of a former officerof an electronic manufacturer.

Statutory Auditor Yoshihiro Masuoka

Attended 12 out of 12 meetings of theboard of directors and all 9 meetings of theboard of auditors held during the fiscal year2008 and made comments from time totime from the standpoint of an attorney atlaw and a chief executive officer ofuniversities.

Statutory Auditor Kimio Oiso

Attended all 10 meetings of the board ofdirectors and all 7 meetings of the board ofauditors held after inauguration as astatutory auditor during the fiscal year andmade comments from time to time from thestandpoint of an officer of a life insurancecompany.

4) Summary of liability limitation agreementThe Company has entered into an agreement with each outside officer in accordance withthe articles of incorporation that the liability for damage as set forth in paragraph 1 of article423 of the Corporation Law shall be limited to the aggregate of the amount stipulated ineach item of paragraph 1 of article 425 of the said Law.


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(3) Remuneration for Directors and Auditors

Category Number ofofficers

Total amount ofpayment

Director(Outside Director)

8(2)

¥116 million(¥14 million)

Statutory Auditor(Each of the auditors is an outside auditor) 5 ¥35 million

Notes: 1. The remuneration above includes an amount for an auditor who retired at the conclusion of

the 73nd Ordinary General Shareholders' Meeting held on June 26, 2008.

2. In addition to the remuneration above, the Company paid 4 million for one auditor (Outside

Auditor) who resigned at the 73rd Ordinary General Shareholders’Meeting, as the payment

of accrued benefits associated with abolition of officer’s retirement benefit system based on

the resolution of the 72nd General Shareholders’Meeting held on June 28, 2007.

3. The remuneration above includes the amount of expense of stock acquisition rights assigned

to the current fiscal year, which was granted as stock option based on the resolution of the

meeting of the Board of Directors held on September 8, 2008.

4. Furthermore, the Company paid ¥97 million, which was the amount corresponding to the

salary as an employee for those who are both employees and directors.

5. The maximum amount of remuneration paid to directors in accordance with a resolution

approved at a meeting of general shareholders is ¥300 million per annum (exclusive of the

amount paid as employee's salary to those who are both employees and directors).

(Resolution of the 66th Ordinary General Shareholders' Meeting held on June 28, 2001)

6. In addition to the maximum amount of remuneration paid to directors (Note 5), the

maximum amount of remuneration concerned with the stock acquisition rights as the stock

option for directors (except the outside director) is ¥35 million per annum.

(Resolution of the 72nd Ordinary General Shareholders' Meeting held on June 28, 2007)

7. The maximum amount of remuneration paid to Auditors in accordance with a resolution

approved at a meeting of general shareholders is ¥50 million per annum.

(Resolution of the 57th Ordinary General Shareholders' Meeting held on June 26, 1992)


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5. Accounting Auditors(1) Names of accounting auditorsPricewaterhouseCoopers Aarata

(2) Status of liability limitation agreementNone to be mentioned.

(3) Remuneration paid to accounting auditors for the fiscal year 2008①Remuneration for the fiscalyear 2008

② Total amount of pecuniary and otherproperty gains that should be paid by theCompany and subsidiaries of the Company

PwC Aarata ¥55 million ¥63 millionNotes 1: The audit agreement entered into between the Company and any accounting auditor does not

distinguish the amount of audit fees for audit under the Corporation Law from the one for theaudit under the Securities Exchange Law; therefore, the amount mentioned above at‘section ①’includes the amount of audit fees for the audit under the Securities Exchange Law.

Notes 2: AIDA AMERICA CORP., AIDA S.r.l., AIDA STAMPING TECHNOLOGY PTE.LTD,AIDA MANUFACTURING (MALAYSIA) SDN.BHD., AIDA HONG KONG LTD.AIDA ENGINEERING CHINA CO., LTD., the major subsidiaries take inspection of an auditcorporation different from the accounting auditor of the Company.

(4) Contents of non-audit workThe Company entrust the accounting auditors with advice duties about the internal control onthe financial report which are out of duties determined by the Certified Public AccountantsLow Article 2 Clause 1 (non-audit work).

(5) Policy to determine the removal or decision not to reappoint Accounting AuditorsIn the event the Company determines that any cause for legal removal may apply, the Boardof Auditors may remove any accounting auditor with the unanimous agreement of auditors.Further, the Company can make dismissal or non-reappointment of the accounting auditor theagenda of the General Shareholders' Meeting, in accordance with the Board of Auditors'consent or the request of it.

(6) Disposition of suspension of business of accounting auditor during the past two yearsNone to be mentioned.


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6. Corporate Systems and Policies(1) System to ensure that performance of duties of directors will comply with laws and

regulations and the Articles of Incorporation, and other systems to ensure appropriatebusiness performanceWith respect to the aforementioned systems, the Company resolved as the “Basic Policy Concerning Improvement of theInternal Control System”at the Board of Directors’ meeting held on May 9, 2006, as follows.

1) System to ensure that the performance of duties of Directors and employees will complywith laws and regulations and the Articles of Incorporation

The Company shall seek to ensure that the Aida Group Action Guidelines will beobserved by establishing a system under which such guidelines are provided, the Officersin charge of compliance are appointed in order to promote such guidelines and theCompliance Committee is organized under the supervision of such Officers, and shallalso set up the Audit Office to audit the status of performance of such guidelines andother related matters.

In the event that an Officer or employee of the Company finds any act suspicious of abreach of the laws and regulations, etc., such act shall be reported to the ComplianceCommittee through a member of the Compliance Committee, and the Board of Directorsshall develop measures to prevent a recurrence of such act according to the gravitythereof.

In addition, the Internal Control Audit Office shall perform internal audits of the status ofperformance of such guidelines and report the results of such internal audits to theRepresentative Director and the Board of Auditors.

2) System concerning storage and management of information related to the execution ofduties of Directors

The information related to the execution of duties of Directors shall be properly storedand managed in accordance with the laws and regulations and the internal regulations ofthe Company, and the Directors and Auditors may, at any time, inspect these documentsin accordance with the internal regulations of the Company.

3) System concerning management of risk of losses, including establishment of regulations

With respect to any risks related to safety, environment, disaster prevention, quality,compliance and export management, etc., the Company shall manage such risks bycausing each division in charge of the relevant operations to establish relevant regulationsand guidelines, audit the management of such risks and do other similar matters and, withrespect to risks related to the promotion of the company-wide business of the Company,the Company shall make an effort to manage such risks by determining the materialmatters of such risks upon deliberating such material matters from various angles atmeetings of the Board of Directors, management meetings, etc.

4) System to ensure the efficient execution of duties of Directors

The Company shall establish an annual policy as the company-wide objective, and each


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Director shall develop a division objective based on such annual policy at the divisionsuch Director is in charge of and shall report the status of the achievement thereof atmeetings of the Board of Directors or management meetings.

Directors shall make an effort to efficiently execute the material matters by obtainingconsistent intentions at the relevant divisions through full deliberation of such materialmatters at meetings of the Board of Directors, management meetings, etc. in accordancewith the rules for segregation of duties and decision making as provided for in eachregulation.

5) System to ensure the appropriate business performance of the Consolidated Groupconsisting of the Company and its subsidiaries

The Company has appointed a Director in charge of each business segment of theCompany or each company of the Consolidated Group and has given the responsibilityand authority to create internal controls to such Director. On the other hand, suchDirector shall make periodical reports on the business performance and the status ofmanagement of internal controls at meetings of the Board of Directors or managementmeetings with respect to the area such Director is in charge of.

In addition, the Company shall establish the Subsidiary Audit Office and cause eachDirector to audit the appropriateness and efficiency of the business process and themanagement control system of subsidiaries in cooperation with the subsidiary’s division that such Director is in charge of and the related business divisions.

6) Matters concerning employees who shall assist the duties of Auditors if such assistance isrequested by Auditors

The Company shall establish the Internal Control Audit Office as a division assisting theduties of Auditors in accordance with the direction of such Auditors and post exclusiveemployees to such office.

7) Matters concerning independency of the aforementioned employees from Directors

The consent of Auditors shall be required for any reshuffle of employees belonging to theInternal Control Audit Office.

8) System for Directors and employees to submit reports to Auditors and other systemsconcerning submission of reports to Auditors

Auditors shall attend management meetings, etc., as well as meetings of the Board ofDirectors, and receive material reports.

In addition to the cases provided for by law, if a Director has knowledge of and/or findsany matters that have been resolved at a management meeting, any matters threatened tocause substantial damage to the Company, any material matters regarding a businessconditions for each month, any material matters concerning internal audit conditions andrisk management, any material breaches of laws and regulations or the Articles ofIncorporation and any other material matters concerning compliance, the Director shallreport such facts to the Board of Auditors.


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In addition, Directors and employees shall make any necessary reports upon the requestof each Auditor as determined upon consultation between the Board of Directors and theBoard of Auditors.

9) Other systems to ensure an effective audit performance of Auditors

Auditors shall have periodical meetings with the Representative Director and shall beable to consult with, or request reports from, Directors and employees as necessary.

Notes : The Subsidiary Audit Office has transferred its operations to the Internal Control Audit Officeas of April 1, 2008.

(2) Basic policy regarding what and how a person controlling decisions on the company’s financial and business policies should be

1) Basic policy regarding what and how a person controlling decisions on the Company’s financial and business policies should be

The Board of Directors believes that since we, as a public corporation, allow the freepurchase and sale of shares of the Company, if a specific person intends to conduct alarge-scale purchase aiming at acquiring such number of shares of the Company as mayhave an influence on the decisions of the Company’s financialand business policies, theshareholders of the Company should make the final decision regarding whether or not toaccept such large-scale purchase.

However, in managing the Company, it is indispensable to have specific managementknow-how based on highly-technical knowledge concerning the press machine business,which is the principal business of the Company, and an understanding of the relationshipsestablished with the stakeholders of the Company, such as domestic and foreign affiliatedcompanies, business partners and customers of the Company, and without a sufficientunderstanding of the above matters by a person controlling decisions on our financial andbusiness policies, the shareholder value that could be realized in the future by ourshareholders may be damaged.

We have made and shall make every effort to cultivate investors’ understanding of the fair value of the Company’s shares through IR activities; provided, however, that it is indispensable that the shareholders of the Company be provided with appropriate andsufficient information by both the large-scale purchaser and the Board of Directors inorder to appropriately determine, within a short period of time, whether or not thepurchase price of the Company’s shares proposed by the purchaser is reasonable, when alarge-scale purchase is suddenly made. In addition, the potential impact of the large-scalepurchase on the future management of the Company, as well as management policies andbusiness plans, including a policy on the relationships with stakeholders of the Company,such as employees, affiliate companies, business partners and customers of the Company,which the large-scale purchaser wishes to adopt when the large-scale purchaserparticipates in the management of the Company, are material information for theshareholders of the Company in order to decide whether to continue to hold shares in theCompany or not. We also believe that the opinion of the Board of Directors towards thelarge-scale purchase is material to the decision-making process of the shareholders of theCompany.


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Taking the above into account, we believe that, if a specific person intends to make alarge-scale purchase aiming at acquiring the number of shares of the Company whichmay have an influence on the decisions on the Company’s financial and business policies, it is necessary for such large-scale purchaser to commence the large-scale purchase onlyafter such a large-scale purchaser provides the Board of Directors with necessary andsufficient information regarding the large-scale purchase in advance and a certainassessment period for the Board of Directors elapses, in accordance with certainreasonable rules established and disclosed in advance by the Company for the benefit ofthe decision-making process of the shareholders of the Company.

In addition, among large-scale purchases, it cannot be said that there are never caseswhere the large-scale purchase in question has clearly abusive purposes and as a resultwill seriously undermine the interests of the Company’s shareholders as a whole, including the cases where irreparable damage is caused to the Company. In order toprotect the interests of the Company’s shareholders as a whole, we believe that it is necessary to take such measures against such kind of large-scale purchase as the Board ofDirectors deems appropriate in accordance with certain reasonable rules established anddisclosed in advance by the Company. (The aforementioned basic policy concerningwhat and how a person controlling decisions on the Company’s financial and business policies should be is hereinafter referred to as the “Basic Policy Concerning CompanyControl.”)

2) Effective utilization of our assets, formation of the appropriate Consolidated Group, andother special efforts to realize the Basic Policy Concerning Company Control

In addition to the efforts set forth in 6 (2) 3) below, we will make every special effort torealize the Basic Policy Concerning Company Control, as follows.

The Company has adopted the corporate philosophy “to develop global activities as aforming system builder and to remain a company contributing to people and society.”

In order to realize this corporate philosophy, the Company focuses on the technical andproduct development that sensitively responds to the needs of customers using formingsystems. In addition, the Consolidated Group intends to improve the corporate andshareholder values by appropriately allocating subsidiaries, etc. inside and outside Japanand developing corporate activities focusing on the increase of the consolidated earningsin order to effectively utilize the properties held by the Consolidated Group. Particularly,the Consolidated Group is actively developing sales, production and services activities ona global basis by establishing the production bases in the main overseas markets in NorthAmerica (U.S.A.), Europe (Italia) and Asia (Malaysia and China) where the demand forinvestment in equipment related to forming machinery is growing, as well as establishingfour (4) production bases in Japan, and the Consolidated Group has established a systemthat can appropriately provide safe and high quality goods and services to customerswithin and outside Japan; in this way, the Consolidated Group places it as the pillar of ourmanagementstrategies to become the “top runner” in the area of forming systems in the long and medium terms.

The Consolidated Group stated the following slogan in the Medium-term ManagementPlan commencing in 2007.


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“Realize the ‘Product Diversification’ and ‘Improvement in Quality’ as a forming system builder and ‘Continuous Growth as a Global Company’ in a well-balanced manner anddevelop as a group of companies trusted by society.”

The Consolidated Group will implement the following matters as priority policies torealize this slogan:

1. Increase earnings by concentrated investment of management resources instrategic products;

2. Strengthen the global structure; and

3. Strengthen the development of human resources.

In addition to these efforts, the Consolidated Group will make efforts to enhance therelationship of trust with our stakeholders, such as our shareholders, customers andbusiness partners, and to improve the corporate value in the long and medium terms.

We believe that, since the aforementioned efforts will improve the market value of theConsolidated Group and, consequently, decrease the risk of appearance of large-scalepurchasers who may considerably impair the interests of shareholders of the Company asa whole, the said efforts will go along with the Basic Policy Concerning CompanyControl. In addition, we believe it is clear that such efforts will not impair the commoninterest of the shareholders of the Company nor will they aim at maintaining the positionof the Officers of the Company.

3) Efforts to prevent the Company’s property and business policies from being controlled by inappropriate parties according to the Basic Policy Concerning Company Control

As the efforts to prevent the Company’s property and decisions on business policies frombeing controlled by an inappropriate party according to the Basic Policy ConcerningCompany Control, the Company, at a meeting of the Board of Directors held on May 28,2007, resolved (i) to establish rules (hereinafter referred to asthe “Large-Scale PurchaseRules”) applicable to (a) any purchase of the Company’s shares and other securities by aGroup of Specific Shareholders implemented with the intent to hold twenty percent(20%) or more of the Voting Rights Ratio of the Group of Specific Shareholders or (b)any purchase of the Company’s shares and other securities resulting in the Group ofSpecific Shareholders holding twenty percent (20%) or more of the Voting Rights Ratio(with respect to any of such purchase, the purchase to which the Board of Directors hasgiven prior consent is excluded, and any specific means of purchase, such as markettransactions or tender offers, are acceptable. Such purchase is hereinafter referred to as a“Large-Scale Purchase” and a person that conducts a Large-Scale Purchase is hereinafterreferred to as a “Large-Scale Purchaser.”) , and (ii) to establish certain policy dependingon whether or not such Large-Scale Purchaser has observed the Large-Scale PurchaseRules(hereinafter referred to as the “Policy.”), on the condition precedent that theCompany’s shareholders approve the Large-Scale Purchase Rules and the Policy at theOrdinary General Meeting of Shareholders held on June 28, 2007. Such approval wasobtained at the Ordinary General Meeting of Shareholders held on June 28, 2007.For more details of the Policy, please refer to the press release made by the Company asof May 28, 2007 titled“AIDA ENGINEERING, LTD. Announces Adoption of BasicPolicy Concerning Company Control and Amendment to Policy toward a Large-Scale


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Purchase (Take-over Defense Measures)” (see the website of the Company:http://www.aida.co.jp).

4) The Policy complies with the Basic Policy Concerning Company Control, does not damagethe common interests of shareholders and does not pursue the maintenance of the status ofcorporate officers, and the reasons therefore

- The Policy complies with the Basic Policy Concerning Company Control

The Policy sets forth matters such as the substance of the Large-Scale Purchase Rules, thepolicy toward a Large-Scale Purchase, the establishment of the Special Committee, andthe influence on shareholders and investors.

The Policy specifies that a Large-Scale Purchaser is required to provide the Board ofDirectors with all necessary and sufficient information concerning the Large-ScalePurchase in advance and that it may commence the Large-Scale Purchase only after acertain assessment period for the Board of Directors has elapsed and the Board ofDirectors may take countermeasures against any Large-Scale Purchaser who does notobserve the aforementioned commencement rule.

The Policy also specifies that, even if the Large-Scale Purchaser observes the Large-ScalePurchase Rules, in the event that the Board of Directors judges that the Large-ScalePurchase by the Large-Scale Purchaser will materially damage the interests of theCompany’s shareholders as a whole, the Board of Directors may take countermeasures against the Large-Scale Purchaser that are considered necessary in order to protect theinterests of the Company’s shareholders as a whole.

As set forth above, it can be said that the Policy is consistent with the Basic PolicyConcerning Company Control.

- The Policy does not damage the common interests of shareholders of the Company

As described in 6 (2) 1) above, the Basic Policy Concerning Company Control is basedon the assumption that the common interests of shareholders of the Company should berespected. The Policy has been prepared consistent with the Basic Policy ConcerningCompany Control and is intended to ensure that shareholders of the Company areprovided with the information necessary to decide whether or not to accept a Large-ScalePurchase, the opinion of the Board of Directors and the opportunity to receive alternativeplans. The Policy does not damage the common interests of the shareholders of theCompany, but rather contributes to their interests.

- The Policy does not pursue the maintenance of the status of Officers

While the Policy has a broad principle that leaves the final decision on whether or not aLarge-Scale Purchase shall be accepted to the judgment of the shareholders, the Policyrequires compliance with the Large-Scale Purchase Rules and takes countermeasures tothe extent necessary to protect the interests of the Company’s shareholders as a whole.The Policy discloses in advance and in detail the cases where the Board of Directors willtake countermeasures, and the Board of Directors shall take countermeasures inaccordance with the provisions of the Policy.


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In addition, the Policy specifies that, in the event that the Board of Directors makes amaterial decision related to the Policy, such as if it takes countermeasures in connectionwith a Large-Scale Purchase, it shall request advice from independent outside experts, etc.as necessary, consult with the Special Committee consisting of members who areindependent of the management team operating the businesses of the Company, and giveutmost respect to the recommendation of such Special Committee. As mentioned above,the Policy includes procedures through which the appropriate operations by the Board ofDirectors are ensured.

As described above, we believe that it is clear that the Policy does not pursue themaintenance of the status of Officers.

(3) Policy concerning determination of the dividends of retained earnings, etc.There is no such policy because the Company has not provided, in its Articles ofIncorporation, that the Company shall determine the dividends of retained earnings, etc.by a resolution of the Board of Directors, although the Company may so provide pursuantto the provisions of Article 459, Paragraph 1 of the Corporation Law.

Note: In this Business Report, unless otherwise specified, each monetary amount is indicated with a fractionrounded down to the respective unit, and each ratio is indicated with the fraction rounded to thenearest unit.


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Consolidated Balance Sheet (As of March 31, 2009)

(Millions of yen)Assets Amount

Current assets: 46,503Cash and deposits 9,870Notes and accounts receivable-trade 10,309Finished goods 4,059Work in process 15,944Raw materials and suppliesAccounts receivable-otherDeferred tax assets

2,6082,301

742Other current assets 776Allowance for doubtful accounts △110

Fixed assets: 28,293Property, plant and equipment: 21,155Buildings and structures 8,516Machinery, equipment and vehicles 6,912Land 4,990Construction in progress 184Other equipment 551

Intangible fixed assets: 923Leasehold 405Software 489Others 28

Investments and other assets: 6,214Investments in securities 1,964Insurance funds 2,179Deferred income tax 1,684Other assets 453Allowance for doubtful accounts △67

Total assets 74,796


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Liabilities AmountCurrent liabilities: 15,992

Accounts payable-trade 2,857Accounts payable-other 2,886Accrued expenses 812Income taxes payable 95Advances received 6,930Provision for product warranties 1,343Provision for bonuses 291Provision for loss on order received 65Other current liabilities 708

Long-term liabilities: 934Long-term loans payableLong-term accounts payable-otherDeferred tax liabilities

50028319

Provision for retirement benefits 132Total liabilities 16,927

Net AssetsShareholders’equity: 58,706

Common stock 7,831Capital surplus 12,991Retained earnings 45,736Treasury stock △7,852

Valuation and translation adjustments: △865Valuation difference on available-for-sale securities 520Foreign currency translation adjustments △1,386

Subscription rights to shares: 29Total net assets 57,869

Total liabilities and net assets 74,796


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Consolidated Statement of Income (April 1, 2008 through March 31, 2009)

(Millions of yen)Account Item AmountNet sales 60,675Cost of sales 50,148Gross profit 10,527Selling, general and administrative expenses 9,571Operating income 955

Non-operating incomeInterest income 139Dividend income 138Other non-operating income 232 509

Non-operating expensesInterest expenses 46Commission feeOther non-operating expenses

113201 361

Ordinary income 1,103

Extraordinary gainGain on sales of non-current assets 16Gain on sales of investment securities 346 362

Extraordinary lossLoss on sales and retirement of non-current assets 38Impairment lossLoss on sale of investment securities

214707

Loss on valuation of investment securities 337Loss on valuation of golf club membership 23 1,320

Income before income taxes 145Income taxes-current 313Refund of income taxesIncome taxes-deferred

△203△774 △664

Net income 810


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Consolidated Statement of Changes in Net Assets(April 1, 2008 through March 31, 2009)

(Millions of yen)Shareholders' equity

Capital stockBeginning balance 7,831Ending balance 7,831

Capital surplusBeginning balance 12,992Changes of items during the period

Disposal of treasury stock △ 0Total changes of items during the period △ 0

Ending balance 12,991Retained earnings

Beginning balance 45,731Effect of changes in accounting policies applied to foreignsubsidiaries 204Changes of items during the period

Dividends from surplus △ 1,009Net income 810Total changes of items during the period △ 199

Ending balance 45,736Treasury stock

Beginning balance △ 6,260Changes of items during the period

Purchase of treasury stock △ 1,594Disposal of treasury stock 3Total changes of items during the period △ 1,591

Ending balance △ 7,852Sub-total: Shareholders' equity


Dividends from surplus △ 1,009Net income 810Purchase of treasury stock △ 1,594Disposal of treasury stock 2Total changes of items during the period △ 1,791

Ending balance 58,706Valuation and translation adjustments

Valuation difference on available-for-sale securitiesBeginning balance 903Changes of items during the period

Net changes of items other than shareholders' equity △ 383Total changes of items during the period △ 383

Ending balance 520


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Gain(loss) on deferred hedgeBeginning balance 4Changes of items during the period


Ending balance -Foreign currency translation adjustment

Beginning balance 111Changes of items during the period

Net changes of items other than shareholders' equity △ 1,497Total changes of items during the period △ 1,497

Ending balance △ 1,386Sub-total: Valuation and translation adjustments

Beginning balance 1,018Changes of items during the period

Net changes of items other than shareholders' equity △ 1,884Total changes of items during the period △ 1,884

Ending balance △ 865Subscription rights to shares


Issuance of subscription rights to shares 14Total changes of items during the period 14

Ending balance 29Total net assets


Dividends from surplus △ 1,009Net income 810Purchase of treasury stock △ 1,594Disposal of treasury stock 2Issuance of subscription rights to shares 14Net changes of items other than shareholders' equity △ 1,884Total changes of items during the period △ 3,661

Ending balance 57,869


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Table of Notes to Consolidated Financial Statements

Significant Items for the Preparation of Consolidated Financial Statements1. Scope of consolidation

(1) Number and name of consolidated subsidiariesNumber of consolidated subsidiaries: 17Name of consolidated subsidiaries

ACCESS CO., LTD., ABC CO., LTD., AIDA HONG KONG LTD., AIDA STAMPINGTECHNOLOGY PTE. LTD., AIDA STAMPING TECHNOLOGY (MALAYSIA) SDN.BHD., AIDA STAMPING TECHNOLOGY (THAILAND) CO., LTD., PT AIDASTAMPING TECHNOLOGY (INDONESIA), AIDA MANUFACTURING (MALAYSIA)SDN. BHD., AIDA ENGINEERING CHINA CO., LTD., AIDA AMERICA CORP., AIDACANADA, INC., AIDA do BRAZIL, AIDA S.r.l., AIDA PRESSEN GmbH, AIDAENGINEERING UK LTD. AIDA STANPING TECHNOLOGY(INDIA)PVT. LTD.,AIDA ENGINEERING DE MEXICO, S. DE R.L. DE C.VOne company has been increased because of newly established and one company has beenincreased because of including in the scope of consolidation.

(2) Name of non-consolidated subsidiariesName of non-consolidated subsidiaries: ARBIOTEC, LTD.Reasons for excluding from consolidation:

The total assets, net sales, net income, and retained earnings of the non-consolidatedsubsidiary are all minor and would not have a material effect on consolidated financialstatements. The subsidiary, therefore, was excluded from the scope of consolidation.

2. Application of the equity methodNon-consolidated subsidiaries and affiliates to which the equity method was not appliedName of non-consolidated subsidiaries: ARBIOTEC, LTD.Reason for not applying the equity method

The net income and retained earnings of the non-consolidated subsidiary are both minor andwould not have a material effect on consolidated financial statements. The non-consolidatedsubsidiary, therefore, was excluded from the scope of application for the equity method.

3. Fiscal years of consolidated subsidiariesAmong the consolidated subsidiaries, one, AIDA ENGINEERING CHINA CO., LTD., has afiscal year ending on December 31. In preparing consolidated financial statements, financialstatements prepared as of that date are used and necessary consolidation adjustments aremade for any significant transactions that took place between December 31 and March 31.

4. Accounting standards(1) Evaluation standards and methods for significant assets

1. SecuritiesOther securitiesSecurities with market values Market value method based on market or other prices

as of the consolidated closing date (Valuationdifferences are all accounted for as direct entries tonet assets. Cost at the time of sale is determined usingthe moving average method.)

Securities without market values Moving average cost method2. Derivative instruments Market value method3. Inventories


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Finished goods and work in process: Mainly, Specific cost method (Cut down the bookvalue because of decreased profitability)

Raw materials: Mainly, First-in-first-out cost method (Cut down thebook value because of decreased profitability)

(Change of accounting policy)Aida Engineering and its domestic consolidated subsidiaries, from the fiscal year endedMarch 31, 2009, have applied“Accounting Standard for Measurement of Inventories” (ASBJ Statement No.9, July 5, 2006). As a result, operating income, ordinary profit, andincome before income taxes each decreased by ¥229 million.

(2) Depreciation method of fixed assets1. Property, plant and equipment The Company and its domestic consolidated

subsidiaries use mainly the declining balance methodof depreciation, while overseas consolidatedsubsidiaries use mainly the straight-line method.However, the straight-line method is used for some ofthe Company’s buildings and other assets. The Company’s buildings and structures, and machineryand equipment, are depreciated using useful livesdetermined by the Company.Buildings and structures

2-50 yearsMachinery, equipment, and vehicles

2-9 years(Change of accounting policy)

The service life of the machinery and equipment owned by Aida Engineering and itsdomestic consolidated subsidiaries had previously been calculated as 10 years, but from thefiscal year ended March 31, 2009 this has been changed to 9 years. This change was madefollowing the adjustment to service life in the tax system revisions for the fiscal year endedMarch 31, 2009. As a result of this change, operating income decreased by ¥61 million, andordinary profit and income before income taxes each decreased by ¥63 million.

2. Intangible fixed assets Straight-line method.Software for internal use is amortized based on theinternally estimated useful life (five (5) years for andits domestic consolidated subsidiaries).

3. Leasehold Straight-line method.(Leasehold related non-ownership Lease period is using as depreciation years and notransfer) residual value is estimated.

(Change of accounting policy)Aida Engineering and its domestic consolidated subsidiaries had previously accounted forfinance lease transactions other than ownership transfers according to the conventionalmethod for lease transactions. From the fiscal year ended March 31, 2009, however, weapplied “Accounting Standard for Lease Transactions” (ASBJ Statement No. 13, [Business Accounting Council Committee No.1, June 17, 1993], revised March 30, 2007), and“Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No.16 [TheJapanese Institute of Certified Public Accountants, Accounting System Committee, January


- 31 -

18, 1994], revised March 30, 2007). Accordingly, such transactions are now accounted for asordinary sales transactions. Finance lease transaction other than ownership transfers madeprior to the initial fiscal year for application of the revised accounting standards for leasetransactions are accounted for according to the conventional method for lease transactions.There is no impact on earnings as a result of this change.

(3) Accounting criteria for reserves1. Allowance for doubtful accounts To provide for losses due to bad debts, allowances for

normal receivables are provided using a ratedetermined by past bad debt experience, andallowances for specific doubtful accounts areprovided for the estimated uncollectible portions ofthose accounts after an examination of individualaccounts.

2. Provision for product warranties To provide for expenses that emerge after productshave been transferred to customers, anticipatedexpenses for maintenance mainly during warrantyperiods are recorded as reserve for warranty claims.

3. Provision for bonuses To provide for payment of bonuses to employees, theamount borne for the consolidated fiscal year isrecorded as accrued bonuses.

4. Provision for loss on order received To provide for future losses related to order contracts, atthe end of the fiscal year ended March 31, 2009 AIDAENGINEERING estimates future losses, and makes arational estimate of the amount of loss that may beincurred. The estimated amount of future losses isrecorded as a reserve.

5. Provision for directors' bonuses To provide for the payment of bonuses to directors,the amount borne in the current consolidated fiscalyear of the estimated bonus amount is recorded asaccrued bonuses.

6. Accrued pension and severance costs for employeesTo provide for the payment of retirement benefits,reserve for retirement allowance for employees arerecorded based on projected retirement benefitobligations and pension assets at the end of theconsolidated fiscal year.Actuarial differences are amortized from thefollowing fiscal year of the recognition, on a straight-line basis over a set number of years (10 years. 5years for some of domestic consolidated subsidiaries.)within the average remaining service years ofemployees.

(4) Other important matters based on which consolidated financial statements are prepared1. Standards for converting the assets and liabilities, and income and expenses, of overseas

consolidate subsidiaries into yenThe assets and liabilities of overseas consolidated subsidiaries are converted to yen as of theconsolidated closing date and using the spot exchange rate. Income and expenses areconverted to yen using the average exchange rate for the fiscal year. Exchange differences


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are included in foreign currency translation adjustments under net assets.2. Hedge accounting method

Hedge accounting The Company mainly uses deferralhedge accounting methods.

Means for hedging and object of hedge(Means for hedging) Foreign exchange contract and

currency option(Object of hedge) Prospective foreign currency

transactionHedge policy The exchange fluctuation risk relating

to the object of hedge is hedged withincertain limits in accordance withinternal rules which contain theauthority regulations and the maximumtransaction amount relating toderivative transactions.

Method of valuing the effectiveness of hedging The Company skips the valuation ofeffectiveness of hedging because theobject of hedge has a direct relationshipwith the means of hedging.

3. Consumption taxesThe Company and its consolidated domestic subsidiaries record transactions exclusive ofconsumption tax.

5. Evaluation of consolidated subsidiaries’ assets and liabilitiesThe market value method is used for all assets and liabilities.

6. The change of important matters based on which consolidated financial statements are preparedThe company and its consolidated companies adopted the new accounting treatment entitled“Temporally treatment for the accounting of overseas subsidiaries based on consolidatedfinancial statements”(ASBJ Guidance No.18 [The Japanese Institute of Certified PublicAccountants, Accounting System Committee, May 17, 2006]) for this fiscal year.The effect of this amendment is not so material.

Notes to the consolidated balance sheet１．Accumulated depreciation for property, plant and equipment

¥28,994 million

Notes to the consolidated statement of income１．”Commission fee”in the non-operating expenses means the fee related to the commit line

agreement.

Notes to the consolidated statement of changes in net assets1. Class and number of outstanding shares at the end of the current consolidated fiscal year

Common stock: 79,147,3212. Matters relating to dividends from retained earnings

Dividends paid


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Resolution Class of shares

Totalamount

ofdividends

Per sharedividends

Record datefor list of

shareholdersto receivedividends:

Effective date

June 26, 2008Ordinary generalshareholders' meeting

Common stock1,009

millionyen

15 yen March 31,2008 June 27, 2008

Dividends the record date for which belongs to the current consolidated fiscal year and theeffective date of which belongs to the following consolidated fiscal yearThe resolution is expected to be made as follows

Resolution Class ofshares

Dividenddistribution source

Totalamount

ofdividends

Per sharedividends

Record datefor list of

shareholdersto receivedividends:

Effectivedate

June 26, 2009Ordinary generalshareholders'meeting

Commonstock

Retainedearnings

319million

yen5 yen March 31,

2009June 29,

2009


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3. Matters relating to stock acquisition rights (those for which the exercise period has started)issued by the Company and outstanding as of the end of the current consolidated fiscal year

Date of resolution forissuance

(the Board of Directors)

Number ofstock

acquisitionrights

Class and number ofshares subject to stock

acquisition rights

The 1st series stock acquisitionright March 24, 2003 48 Common stock

48,000The 2nd series stock acquisitionright January 29, 2004 149 Common stock

149,000The 3rd series stock acquisitionright February 10, 2005 528 Common stock

528,000The 4th series stock acquisitionright September 30, 2005 918 Common stock



36,000

Notes to Per share informationNet asset per share ¥905.90Per share current income ¥12.41

Notes to Material subsequent eventsNone to be mentioned.


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Non consolidated Balance Sheet (As of March 31, 2009)

(Millions of yen)Assets Amount

Current assets: 28,241Cash and deposits 1,832Notes receivable-trade 2,436Accounts receivable-trade 6,582Finished goods 3,240Work in process 8,725Raw materials and supplies 1,039Short term loan receivableAdvance paymentsPrepaid expenses

5842

87Deferred tax assets 743Accounts receivable-non trade 2,439Other current assets 528Allowance for doubtful accounts △0

Fixed assets: 34,593Property, plant and equipment: 14,642Buildings 5,150Structures 152Machinery and equipment 4,169Industrial vehicles 30Tools, furniture and fixtures 297Land 4,657Construction in progress 183

Intangible fixed assets: 653Leasehold 29Software 463Others 160

Investments and other assets: 19,297Investment securities 1,951Investment securities for affiliates 13,184Long-term loans to employees 15Accounts receivable from debtors under bankruptcy proceeding 8Long-term prepaid expenses 8Insurance fund 2,179Deferred tax assets 1,644Other assets 372Allowance for doubtful accounts △67

Total assets 62,834


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Liabilities AmountCurrent liabilities: 7,721

Accounts payable-trade 1,942Non-trade payable 2,909Accrued expenses 281Advances received 1,214Deposits received 75Accrued warranty costs 966Accrued bonuses for employees 239Provision for loss on order received 65Other current liabilities 26

Long-term liabilities: 803Long-term loans payableLong-term accounts payable-otherProvision for retirement benefits

50027627

Total liabilities 8,525

Net AssetsShareholders’equity 53,762

Common stock: 7,831Additional paid-in capital: 13,001

Capital reserve 12,425Other additional paid-in capital 576

Retained earnings: 40,782Legal reserve 1,957Other retained earnings balance 38,825

Reserve for dividends 2,000Reserve for research and development 5,400Reserve for foreign exchange fluctuations 2,000Reserve for cancellation of stock 6,000Reserve for advanced depreciation of replaced property 991General reserve 22,161Net retained earnings forwarded 272

Treasury stock △7,852

Revaluation and translation adjustments: 517Valuation difference on available-for-sale securities 517

Subscription rights to shares 29Total net assets 54,309

Total liabilities and net assets 62,834


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Non consolidated Statement of Income (April 1, 2008, through March 31, 2009)

(Millions of yen)Account Item AmountNet sales 43,458Cost of sales 37,059Gross profit 6,398Selling, general and administrative expenses 6,023Operating income 375

Non-operating incomeInterest income 38Interest on securities 52Dividends income 138Real estate and other lease revenue 90Other non-operating income 163 482

Non-operating expensesInterest expensesExpenses related to leased assets

22104

Foreign exchange loss 242Commission feeOther non-operating expenses

11396 579

Ordinary income 278

Extraordinary gainGain on sales of non-current assetsGain on sales of investment securities

14346 360

Extraordinary lossLoss on sale and retirement of non-current assets 35Impairment lossLoss on sale of investment securities

79707

Loss on revaluation of investment securities 337Loss on liquidation process of subsidiaryLoss on valuation of golf club membership

44723 1,631

Loss before income taxes 992Income taxes-currentRefund of income taxes

20△203

Income taxes-deferred △914 △1,096Net income 104


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Non Consolidated Statement of Changes in Net Assets(April 1, 2008 through March 31, 2009)

(Millions of yen)

Shareholders' equity:Capital stock

Beginning balance 7,831Ending balance 7,831

Additional paid-in capitalCapital surplus


Other additional paid-in capitalBeginning balance 577Changes of items during the period

Disposal of treasury stock △ 0Total changes of items during the period △ 0

Ending balance 576Sub-total: Additional paid-in capital


Disposal of treasury stock △0Total changes of items during the period △0

Ending balance 13,001Retained earnings

Legal reserveBeginning balance 1,957Ending balance 1,957

Other retained earnings balanceReserve for dividends


Addition to reserve for dividends 341Total changes of items during the period 341

Ending balance 2,000Reserve for research and development


Reserve for foreign exchange fluctuationsBeginning balance 2,000Ending balance 2,000

Reserve for cancellation of stockBeginning balance 5,500Changes of items during the period

Addition to reserve for cancellation of stock 500Total changes of items during the period 500



- 39 -

Reserve for advanced depreciation of replaced propertyBeginning balance 1,010Changes of items during the period

Reversal of reserve for advanced depreciation of replaced property △ 18Total changes of items during the period △ 18

Ending balance 991General reserve


Addition to general reserve 400Total changes of items during the period 400

Ending balance 22,161Net retained earnings forwarded


Reversal of reserve for advanced depreciation of replaced property 18Addition to reserve for dividends △ 341Addition to reserve for cancellation of stock △ 500Addition to general reserve △ 400Dividends from surplus △ 1,009Net income 104Total changes of items during the period △ 2,127

Ending balance 272Sub total: Retained earnings


Dividends from surplus △ 1,009Net income 104Total changes of items during the period △ 904

Ending balance 40,782Treasury stock

Beginning balance △ 6,260Changes of items during the period

Purchase of treasury stock △ 1,594Disposal of treasury stock 3Total changes of items during the period △ 1,591

Ending balance △ 7,852Sub-total: Shareholders' equity


Dividends from surplus △ 1,009Net income 104Purchase of treasury stock △ 1,594Disposal of treasury stock 2Total changes of items during the period △ 2,497



- 40 -

Valuation and translation adjustments:Valuation difference on available-for-sale securities



Ending balance 517Gain(loss) on deferred hedge



Ending balance -Sub-total: Valuation and translation adjustments



Ending balance 517Subscription rights to shares


Issuance of subscription rights to shares 14Total changes of items during the period 14

Ending balance 29Total net assets


Dividends from surplus △ 1,009Net income 104Purchase of treasury stock △ 1,594Disposal of treasury stock 2Issuance of subscription rights to shares 14Net changes of items other than shareholders' equity △ 418Total changes of items during the period △ 2,900



- 41 -

Table of Individual Notes

Items regarding significant accounting policies1. Valuation standards and methods for assets

(1) Valuation standards and methods for securitiesInvestments in subsidiaries…………………………Moving average cost methodOther securities

Securities with market values……………Market value method based on market or otherprices as of the closing date

(Valuation differences are directly charged or credited tonet assets, and the cost of securities sold is computed bythe moving average method.)

Securities without market values --- Moving average cost method(2)Valuation standards and methods for derivative instruments… … Market value method(3) Valuation standards and methods for inventories

Finished goods and work in process --- Specific cost method(Cut down the book valuebecause of decreased profitability)Primary materials --- First-in first-out cost method(Cut down the book value because ofdecreased profitability)

(Change of accounting policy)From the fiscal year ended March 31, 2009, Aida Engineering hasapplied “Accounting Standardfor Measurement of Inventories” (ASBJ Statement No.9, July 5, 2006). As a result,operating income and ordinary profit have each decreased by ¥256 million, and loss beforeincome taxes increased by the same amount.

2. Depreciation methods for fixed assets(1)Property, plant and equipment… … … Declining balance method and straight-line method

(for some buildings)

(Change of accounting policy)The service life of the machinery and equipment owned by Aida Engineering has up to thispoint been calculated as 10 years, but from the fiscal year ended March 31, 2009 this hasbeen changed to 9 years. This change was made following the adjustment to service life inthe tax system revisions for the fiscal year ended March 31, 2009. As a result of this change,operating income declined ¥61 million, ordinary profit decreased by ¥63 million, and lossbefore income taxes increased by ¥63 million.

(2) Intangible fixed assets Straight-line methodSoftware for internal use is amortized using the straight-line method and years of useful life within the Company(5 years)

(3) Leasehold Straight-line method.(Leasehold related non-ownership Lease period is using as depreciation years and notransfer) residual value is estimated.

(Change of accounting policy)Aida Engineering had previously accounted for finance lease transactions other thanownership transfers according to the conventional method for lease transactions. From thefiscal year ended March 31, 2009, however, weapplied “Accounting Standard for Lease


- 42 -

Transactions” (ASBJ Statement No. 13, [Business Accounting Council Committee No.1, June 17, 1993], revised March 30, 2007), and “Guidance on Accounting Standard for Lease Transactions” (ASBJ Guidance No.16 [The Japanese Institute of Certified PublicAccountants, Accounting System Committee, January 18, 1994], revised March 30, 2007).Accordingly, such transactions are now accounted for as ordinary sales transactions. Financelease transaction other than ownership transfers made prior to the initial fiscal year forapplication of the revised accounting standards for lease transactions are accounted foraccording to the conventional method for lease transactions. There is no impact on earningsas a result of this change.

3. Allocation method of reserves(1) Allowance for doubtful accounts To provide for losses due to bad debts, allowances for

normal receivables are provided using a rate determinedby past bad debt experience, and allowances for specificdoubtful accounts are provided for the estimateduncollectible portions of those accounts after anexamination of individual accounts.

(2) Provision for product warranties To provide for expenses that emerge after products havebeen transferred to customers, anticipated expenses formaintenance during warranty periods are recorded asreserve for warranty claims.

(3) Provision for bonuses To provide for payment of bonuses to employees, theamount expected to be borne for the fiscal year is recordedas accrued bonuses.

(4) Provision for loss on order received To provide for future losses related to order contracts, at the endof the fiscal year ended March 31, 2009 AIDA ENGINEERINGestimates future losses, and makes a rational estimate of theamount of loss that may be incurred. The estimated amount offuture losses is recorded as a reserve.

(5) Provision for directors’bonus To provide for the payment of bonuses to officers, theamount to be borne in the current fiscal year of theestimated bonus amount is recorded as accrued bonusesfor officers.

(6) Accrued pension and severance costs for employeesTo provide for the payment of retirement benefits, reservefor retirement allowance for employees are recorded basedon projected retirement benefit obligations and pensionassets at the end of the current fiscal year.Actuarial differences are amortized from the followingfiscal year of the recognition, on a straight-line basis overa set number of years (10 years) within the averageremaining service years of employees.Prior service costs are collectively amortized at the timethey are incurred.

4. Accounting for revenues and costsRecognition of the gain is mainly based on acceptance. However, a part of the export sales and


- 43 -

repair parts sales is based on the shipment standard.

5. Other important matters based on which financial documents are prepared(1) Hedge accounting methods

1) Hedge accounting methods The Company uses deferral hedgeaccounting methods.

2) Means for hedging and object of hedge(Means for hedging) Exchange reservation and currency

option(Object of hedge) Foreign currency prospective business

3) Hedging policy According to the internal rulesspecifying the authority regulations andtransactions limitation regardingderivative trading, the currencyexchange risk is hedged within a certainrange.

4) Method of valuing the effectiveness of hedging Because the relation between thosehedged and the hedge method is direct,evaluation of hedge effectiveness isomitted.

(3) Accounting for consumption taxesThe Company record transactions exclusive of consumption tax.


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Note on balance sheet1. Liabilities on guarantees

Liabilities on guarantees for bank borrowings by subsidiariesAida S.r.l. ¥1,101 million (EUR 8,486 thousands)

2. Accumulated depreciation of property, plant and equipment¥25,290 million

3. Accumulated advanced depreciation of fixed assets using governmental subsidies, etc., which isdirectly deducted from acquisition pricesBuildings ¥173 million

4. Monetary claims receivable from and payable to affiliate companiesShort-tem monetary receivables ¥4,135 millionShort-tem monetary payables ¥775 million

Note on the profit and loss statement1. Volume of transaction with affiliated companies

Volume of operating transactionNet sales ¥11,285 millionPurchases ¥ 8,737millionSales commissions ¥ 92 millionVolume by transaction other than operating transaction ¥112 million

Note on change statement such as equity capital1. Class and number of treasury stocks at the end of the current fiscal year

Common stock 15,298,477

Note on tax effect accounting system1. Breakdown of deferred tax assets by major causes

Current assetsInventory appraisal loss ¥232 millionAccrued warranty costs ¥392 millionAccrued bonuses ¥97 millionOthers ¥38 millionTotal ¥759 million

Fixed assetsDepreciation expense ¥1,132 millionLoss on revaluation of investment securities ¥44 millionGolf course membership appraisal loss ¥120 millionLong-term accounts payable ¥112 millionLoss on revaluation of the shares of affiliated companies

¥1,774 millionLoss carryforwards ¥630 millionOthers ¥73 millionTotal ¥3,887 million

Deferred income taxes subtotal ¥4,647 millionAllowance account △¥1,159 million

Deferred income taxes total ¥3,488 million


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2. Breakdown of deferred tax liabilities by major causesFixed liabilities

Accrued pension and severance costs for employees△¥69 million

Reserve for advanced depreciation of replaced property△¥677 million

Valuation difference on available-for-sale securities△¥353 million

Total△¥1,100 millionTotal of deferred income tax △¥1,100 million

Note on the fixed asset used on leaseIn addition to the fixed assets appropriated on the balance sheet, a part of the office equipment andmanufacturing facilities are used on non-transfer-ownership finance lease.

1. Acquisition cost equivalent, accumulated depreciation equivalent, and term-end outstandingbalance equivalent of leased property

(Unit: Millions of yen)

Acquisition costequivalent

Accumulateddepreciationequivalent

Term-endoutstanding

balanceequivalent

Machinery andequipment 0 0 0

Tools, furniture &fixtures 205 98 107

Intangible fixed assets(Software) 141 49 91

Total 347 148 199The acquisition cost equivalent is calculated inclusive of interest expenses because theproportion of the term-end outstanding balance of unearned lease fees to the term-endoutstanding balance of tangible fixed assets is low.

2. Term-end outstanding balance equivalent of unearned lease feesLess than a year ¥62 million yenMore than a year ¥136 million yenTotal ¥199 million yenThe term-end outstanding balance equivalent of unearned lease fees is calculated inclusive ofinterest expenses because the proportion of the term-end outstanding balance of unearned leasefees to the term-end outstanding balance of tangible fixed assets is low.

3. Lease fees paid and accumulated depreciation equivalentLease fees paid ¥94 million yenAccumulated depreciation equivalent ¥94 million yen

4. Calculation method of amount equivalent to depreciation expensesStraight-line method using a period of depreciation to the lease period with a remaining value ofzero.


- 46 -

Note on trade with related parties

Attributes Names of thecompanies Address

Capital orcontribution to

capital

Business contents orprofession

Ratio of votingrights owned

Affiliatedfirm

ACCESS CO,LTD

Hakusan,Ishikawa

JPY 50million

Manufacture andsales of control

relatedparts/automatic

equipment systems

100

Affiliatedfirm AIDA S.r.l. Lecco,

ItalyEUR 23,500

thousand

Manufacture, saleand service of press

machines for theEuropean market

100

Affiliatedfirm

AIDASTAMPING

TECHNOLOGY PTE. LTD.

Singapore S$ 300thousand

Sale and service ofpress machines forthe South East Asia

market

100

Detailed relationship

Interlockingdirectors, etc Business relationship

Detailedtransactions

Transactionamount

(million yen)Account Item

Closingbalance

(million yen)

Collateraloffice: 2person

Consignment ofmanufacturing of our

productsProcurement 4,157 Accounts

payable-trade 159

Loan 758Short term

loanreceivable

584Collateraloffice: 1person

Consignment of salesand manufacturing of

our productsDebt guarantee 1,101 - -

Collateraloffice: 1person

Consignment of salesof our products Sales 1,971

Accountsreceivable-

trade826

Note1): The consigning and manufacturing of Company products are determined on the basis ofthe same terms and conditions as those applied to common business transactions in viewof the current market price.

Note2): The loan interest is reasonably determined based on the interest and terms of conditions inthe financial market and the loan is directly provided by AIDA ENGINEERING, LTD. asworking capital funds.

Note3): Debt guarantee is related to the bank transactions of AIDA S.r.l. Transaction amount is thebalance as of Mar 31, 2009.

Notes to per share informationNet asset per share ¥850.14Per share current income ¥1.60

Note regarding important subsequent eventNo applicable matters.


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(English Translation of the Original Audit Reports Issued in Japanese)

Audit Report of Independent Accounting Auditors Regarding The ConsolidatedFinancial Documents (attested copy)

Audit Report

May 12, 2009

The Board of Directors ofAIDA ENGINEERING, LTD.

Aarata Audit Corporation

Motohide Ozawa, CPADesignated and Engagement Partner

Tatsuya Kato, CPADesignated and Engagement Partner

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

documents of Aida Engineering, Ltd. (the "Company"), including the consolidated balance sheet, consolidated

statement of income, consolidated equity capital change statement, and the consolidated table of notes. Company

management is responsible for preparing the consolidated financial documents. The auditing firm is responsible

for submitting opinions with regard to all financial documents from the viewpoint of independent auditors.

Our examination was made in accordance with auditing standards, procedures, and practices generally accepted in

Japan. Such auditing standards require the auditing firm to give reasonable reassurance that the consolidated

financial documents contain no significant false statements. Our examination was principally based on the audit

by testing, and included a careful study of the consolidated financial documents as a whole, including the

accounting policies adopted by management, the application method thereof, and the evaluation of the estimates

made by management during the year. We believe the auditing firm has a reasonable basis for its opinions through

the auditing procedures.

In our opinion, the above consolidated financial documents properly represent the status of assets and profit/loss

of the business group consisting of Aida Engineering, Ltd., and its consolidated subsidiaries in all important

aspects for the period covered by the documents in accordance with generally accepted accounting standards in

Japan.

Our firm and the engagement partners have no interest in the Company that should be disclosed pursuant to the

provisions of the Certified Public Accountants Law.

End of Document


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Audit Report of Independent Accounting Auditors (attested copy)

Audit Report

May 12, 2009

The Board of Directors ofAIDA ENGINEERING, LTD.

Aarata Audit Corporation

Motohide Ozawa, CPADesignated and Engagement Partner

Tatsuya Kato, CPADesignated and Engagement Partner

Pursuant to Article 436 Paragraph 2, Section 1 of the Companies Law, we examined the financial documents of

Aida Engineering, Ltd. (the "Company"), including the balance sheet, profit and loss statement, statement of

changes to shareholders’equity, and individual notes as well as annexed specifications. The company's

management is responsible for preparing these financial documents. The auditing firm is responsible for

submitting their opinions with regard to them from the viewpoint of independent auditors.

Our examination was made in accordance with auditing standards, procedures and practices generally accepted in

Japan. Such auditing standards request the auditing firm to obtain reasonable reassurance that the financial

documents and the annexed specifications contain no significant false statements. Our examination was

principally based on the audit by testing, and included a careful study of the representation of these financial

documents and their annexed specifications on the whole, including the accounting policies adopted by

management, the application method thereof, and the evaluation of the estimates made by management during the

year. We believe the auditing firm acquired a reasonable basis for stating its opinions through the auditing

procedure.

The auditing firm admits that the above mentioned financial documents and their annexed specifications

appropriately represent the state of property and profit and loss during the period they cover in all the significant

points pursuant to the generally accepted corporate accounting standard.

Our firm and the engagement partners have no interest in the Company that should be disclosed pursuant to the

provisions of the Certified Public Accountants Law.

End of Document


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Audit Report of the Board of Statutory Auditors (attested copy)

Audit Report

Regarding the performance of duties by the directors for the 74th fiscal year beginning April 1, 2008, and ending

March 31, 2009, the Board of Statutory Auditors hereby submits its audit report, which has been prepared through

discussions based on reports from the respective statutory auditors concerning the methods and results of audits

performed.

1. Manner and description of audit implemented by Auditors and Board of Auditors

The Board of Statutory Auditors defined the audit policy and audit plan and received reports on the state of the

audit implementation from each statutory auditor. In addition, the board received reports on the execution of

duties from the board members and the accounting auditors and sought explanations when necessary.

Based on the standards of the audit as determined by the Board of Statutory Auditors, each statutory auditor

conducted interviews with directors, the internal audit department, and the other employees, collected information,

and organized the audit environment according to the audit policy and plan. The auditors also attended board

meetings and other important meetings and received reports on the performance of their duties, sought

explanations when necessary, viewed important documents relating to financial decisions, and studied the

operation and the financial positions at headquarters and the main places of business. The board also monitored

and verified the contents of board resolutions on the organization of the (internal control) system specified in the

Companies Law, Article 100, Paragraph 1 and 3, as necessary to ensure that the board members complied with all

laws and regulations and to ensure the appropriateness of the operations of the corporation as well as the state of

the system based on this resolution. It also discussed the Companies Law, Article 127 Section 1, Basic policy, and

Section 2 Engagement based on the state of discussions with the board of directors. Regarding the subsidiaries,

the board of auditors interviewed the directors and exchanged information, received reports on business and

studied the operation and the financial positions at their offices when necessary. Based on the above method, the

business reports and the annexed specifications were discussed.

Furthermore, the board monitored and verified that the accounting auditors maintained independent positions and

performed an appropriate audit. It also received reports on the performance of their duties from the accounting

auditors and sought explanations when necessary. It also received notice of compliance with the "system to secure

appropriate performance of duties" (from Corporate Calculation Regulation Article 131) according to "Quality

Control Standard regarding Audit" (Statement issued by Business Accounting Deliberation Council on October 28,

2005), and sought explanations when necessary.

Based on the above method, the financial documents (including balance sheet, profit and loss statement, statement

of changes to shareholders’equity, and individual note table), their annexed specifications and consolidated

financial documents (including the consolidated balance sheet, consolidated statement of income, consolidated

equity capital change statement, and the consolidated table of notes) regarding this business year have been

examined.


- 50 -

2. Audit results

(1) Audit results of business reports, etc.

1. The business report and its annexed specifications correctly represent the state of the company according to

the laws and regulations.

2. There was no act of dishonesty or significant fact regarding the performance of their duties in breach of laws

and regulations by the directors.

3. The board resolution regarding the internal control system was appropriate. There is nothing to state about the

performance of the directors' duties with regard to this internal control system.

4. There is nothing to state regarding the basic policy on how personnel determine company financial and

business policies described in the business report. It is admitted that the approaches of the Companies Law,

Article 127, Section 2, described in the business report are in accordance with this basic policies and do not

impair the profit of shareholders. They do not intend to maintain the position of our corporate directors.

(2)Audit results of financial documents and their annexed specifications

In our opinion, the method and the results employed by the accounting auditors, Aarata Audit Corporation, are

fair and reasonable.

(3) Audit results of consolidated financial documents

In our opinion, the method and the results employed by the accounting auditors, Aarata Audit Corporation, are

fair and reasonable.

May 14, 2009

Aida Engineering, Ltd.

Board of Statutory Auditors

Standing Statutory Auditor (outside auditor)

Takeru Yamazaki

Standing Statutory Auditor (outside auditor)

Toshiharu Sawada

Statutory Auditor (outside auditor)

Yoshihiro Masuoka

Statutory Auditor (outside auditor)

Kimio Oiso

(FOR REFERENCE PURPOSES ONLY)

- 51 -

<Reference information>

Product Introduction

The “Large Direct Servo Press”that was unveiled in 2008 has received the 2008 (51th) “TenGreatest Innovation Prize”awarded by the Nikkan Kogyo Shinbun (Business and Technology DailyNews). The press has the ability to freely program the optimal slide motion to form each part andhas the ability to produce high working energy. In the award, it is described as “a press equippedwith both powerful capability and high precision control”. This forming machine of the nextgeneration incorporates AIDA’s original technologies such as“low-speed high-torque servo motors”specifically designed for press applications, “direct drive mechanism”that allows the servo motorsto be directly connected to the main gear, and“servo amplifier”that simultaneously control multiplelarge servo motors. This servo press enables more efficient production of large parts, such asautomotive body outer panels with higher parts precision and contributes to reduced environmentimpact.

Large Direct Servo Press


- 52 -

Profiles of the Company’s Main Facilities

Our group has production bases in Sagamihara City, Kanagawa Prefecture, and Hakusan City inIshikawa Prefecture. We develop and manufacture at the Sagami facility, Tsukui facility,Shimokuzawa facility, and Hakusan facility at these major production bases.

Domestic production facilities

Sagami Facility- Address: 2-10 Ohyama-cho, Sagamihara, Kanagawa Prefecture- Tel: +(81) 42-772-5231- Fax: +(81) 42-772-5263- Major business: Development, design, manufacture and sale of large forming systems for

components by plastic working

Products of Sagami facility: Ultimate high precision forming machine, UL series, featuringzero clearance slide guides

Tsukui Facility- Address: 1752 Negoya, Tsukui-cho, Sagamihara, Kanagawa Prefecture- Tel: +(81) 42-784-2201- Fax: +(81) 42-784-5644- Major business: Development, design, manufacture, and sales of plastic processed components

and motor core, and IT-related microscopic parts molding systems

Products of Tsukui facility: Direct servo former series, equipped with servo motor of theoriginal design, realizing press process of the next generation


- 53 -

Shimokuzawa FacilityCustomer Service Division- Address: 1662 Shimokuzawa, Sagamihara, Kanagawa Prefecture- Tel: +(81) 42-775-7010 - Fax: +(81) 42-771-1929- Major business: maintenance and retrofitting of press, sale of spare parts, and sale of used press

machines

Maintenance system of assurance and reliabilityAIDA’s VE (value engineering) creating new value

Formation Engineering Department- Address: 1662 Shimokuzawa, Sagamihara, Kanagawa Prefecture- Tel: +(81) 42-771-9971 - Fax: +(81) 42-772-1861- Major business: research and development of manufacturing methods and manufacture and sale

of molds

Products developed at the Formation Engineering Department

Hakusan FacilityAccess Co., Ltd.- Major business: manufacture and sale of electronically controlled equipment and automatic

equipment systems- Address: 1080 Kouzu-machi, Hakusan, Ishikawa Prefecture- Tel: +(81) 76-274-8200- Fax: +(81) 76-274-8210

Access product: Material feeding equipment, LF series


- 54 -

Global production facilities

Our Group has plants in main market areas in the Americas, Europe, and Asia. Coupled with ourplants in Japan, we are striving for increase our sales through this four-pillared system of globalproduction.

North AmericaAIDA-America Corp.- Address: 7660 Center Point 70 Blvd., Dayton, Ohio, 45424-6380, USA- Tel: +(1) 937-237-2382- Fax: +(1) 937-237-1995- Major business: Manufacture, sale, and servicing of presses for the North American market

EuropeAIDA S.r.l.

(Lecco Facility)- Address: Corso Europa, 240-23801 Calolziocorte (LC), Italy- Tel: +(39) 0341-634111- Fax: +(39) 0341-634151

(Brescia Facility)- Address: Via Brescia, 26 25020 Pavone Mella (BS), Italy- Tel: (39) 030-9590111- Fax: (39) 030-9959377- Major business: Manufacture, sale, and servicing of presses for the European market

Lecco Facility Brescia Facility


- 55 -

AsiaAIDA Manufacturing (Malaysia) SDN.BHD.- Address: Plo 524, Jalan Keluli,81700 Pasir Gudang, Johor, Malaysia- Tel: +(60) 7-251-6688- Fax: +(60) 7-252-0688- Major business: Manufacture and sale of general-purpose presses

AIDA Manufacturing (Shanghai) LTD.- Address: 9 Hua Jing Road,Waigaoqiao Free Trade Zone, Pudong New Area, Shangahai China200131

- Tel: +(86) 21-5046-2066- Fax: +(86) 21-5046-3872- Major business: Manufacture and sale of general-purpose presses

Global sales / customer service facilities

The AIDA Group, with 35 sales and customer service facilities other than the manufacturingfacilities shown above in 17 countries throughout the world, including Japan, is maintaining closerelationships, and our professional service is always rendered to our valued customers.

： Manufacturing facilities ： Sales / customer service facilities, etc.


- 56 -

Announcement for Shareholders

Notice Regarding Dividend Payments

In accordance with the 2008 revisions to the Act on Special Measures Concerning Taxation (Act No.23 of

April 30, 2008), a “Payment Notice” will be issued for dividends paid in June 2009, indicating the amount of

the dividend payment, the amount of withholding, and other details.

Shareholders who receive dividends as a dividend warrant will be sent a “Payment Notice” at the end of

2009 or early 2010 in accordance with procedures for income tax declaration.

Shareholders with a designated bank account for direct transfer are sent a “Dividend Calculation Statement”

at the time of receipt of dividends. This statement serves as the “Payment Notice”, and should be used as

accompanying material for filing your income tax return.

Notice Regarding the Characters Used for Shareholder Names and Addresses

In accordance with the computerization of stock certificates, the Japan Securities Depository Center, Inc.

(JASDEC) has designated which Chinese characters may be used for the transfer system. The names and

addresses of shareholders that include a character not on the designated list have been converted into

katakana (in whole or in part) for recording on the register of shareholders. As a result, notices sent to

shareholders may be printed in characters converted as specified by JASDEC. Thank you for your

understanding.

Please contact your securities company for inquiries regarding the characters used to record your name,

address or other information.

Shareholders whose shares are managed through a special account received a “Notice Regarding Opening of

a Special Account” in February 2009. The notes included with thisnotice provide details on the restrictions

for character usage.


- 57 -

Information for the Shareholders

Accounting year From April 1 to March 31 next yearRecord date for dividendfrom retained earnings

March 31

Ordinary GeneralShareholders' Meeting

In June

One unit (tangen) ofshares

100 shares

Administrator ofshareholder registry

2-1, Yaesu 1-chome, Chuo-ku, TokyoMizuho Trust & Banking Co., Ltd.

Accounts witha securities company

Special accounts

Mailing Address 8-4, Izumi 2-chome, Suginami-ku, Tokyo168-8507

Inquiry by phone Phone: 0120-288-324 (toll-free)

Intermediary offices

Your securities company Mizuho Trust & Banking Co., Ltd.Main branch and branches nationwideMizuho Investors Securities Co., Ltd.Main branch and branches nationwide

Notes

For payment of unpaid dividendsor issue of a payment statement,contact Mizuho Trust & BankingCo., Ltd./Mizuho lnvestorsSecurities Co., Ltd. at theaddress, telephone number, oragency listed for specialaccounts.

Share trading limited to purchases of fractionalshares. Shareholders who failed to reregistershare ownership prior to the computerization ofstock certificates, or who have a stock certificatein someone else’s name, should contact Mizuho Trust & Banking Co., Ltd./Mizuho lnvestorsSecurities Co., Ltd. as soon as possible.

Public announcementmethod

To be published by electronic notification(http://www.aida.co.jp/ir/koukoku/index.html).However, if public announcement cannot be made by electronicnotification, it will be placed in the Nihon Keizai Shinbun (dailynewspaper).