Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6461)
June 9, 2022
To Shareholders with Voting Rights:
Teruo Takahashi
President
NIPPON PISTON RING CO., LTD.
Head Office: 5-12-10,
Honmachi-Higashi, Chuo-ku,
Saitama City, Saitama
NOTICE OF CONVOCATION OF
THE 128th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 128th Annual General Meeting of Shareholders of NIPPON PISTON
RING CO., LTD. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights by mail or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders,
indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return
it so that it is received by 5:30 p.m. on Wednesday, June 27, 2022, Japan time.
1. Date and Time:

Tuesday, June 28, 2022 at 10:00 a.m. Japan time

2. Place:

2F Hall, NPR Yono Building (the Company’s Head Office Building) located at
5-12-10, Honmachi-Higashi, Chuo-ku, Saitama City, Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
126th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 126th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 6 Directors (excluding Directors who are Audit & Supervisory
Proposal 3:
Committee Members)-1-When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. In order to save resources, please bring this Notice with you to the meeting.
The Systems for Ensuring the Properness of Business Activities, Basic Policy on the Control over theCompany, Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial
Statements are posted on the Company’s website (https://www.npr.co.jp/) in accordance with
provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporationand therefore are not provided in the Notice. However, the Notes to Consolidated Financial Statements
and Notes to Non-consolidated Financial Statements, as well as the Appendix to the Reported Matters,
are subject to audit by the Accounting Auditor and the Audit & Supervisory Committee.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theNon-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.npr.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders

Proposal 1:
Appropriation of Surplus
It is proposed that the surplus be appropriated as indicated below.
1.

Matters Concerning Year-End Dividend
It is proposed that the year-end dividend for the 126th fiscal year be as follows, taking into
consideration matters such as business results for the fiscal year under review and future businessdevelopment.
(1) Type of dividend
Cash(2) Matters concerning allotment of property to be distributed and total amount
50 yen per share of the Company’s common stock will be distributed, and the total dividend
will be 400,003,350 yen. The annual dividend including the interim dividend will be 70 yen
per share for the 126th fiscal year.
(3) Effective date of dividend of surplus
June 29, 2022

2.

Matters Concerning Other Appropriation of Surplus
Not applicable.

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Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reason for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the referencematerials for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials
for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.

2.

Details of amendments to the Articles of Incorporation
The details of the amendments are as follows.
(Amended sections are underlined)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, etc.)
Article 15 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference materials for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.
<Newly established><Deleted>(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening
a general meeting of shareholders, provide
information contained in the referencematerials for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who
have requested it by the record date for voting
rights.

-4-Current Articles of Incorporation<Newly established>

Proposed Amendments
Supplementary provisions
1. The deletion of Article 15 (Internet Disclosure
and Deemed Provision of Reference Materials
for the General Meeting of Shareholders, Etc.)of the current Articles of Incorporation and the
proposed Article 15 (Measures for Electronic
Provision, Etc.) shall come into effect on thedate of enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 of the current
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

-5-

Proposal 3:

Election of 6 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

As the terms of 6 Directors (excluding Directors who are Audit & Supervisory Committee Members) Mr.
Teruo Takahashi, Mr. Yuji Sakamoto, Mr. Masaaki Fujita, Mr. Zhongliang Yang, Mr. Nobuyasu Nara, and
Ms. Hiromi Nakazawa will expire at the conclusion of this General Meeting of Shareholders, the Company
proposes to elect 6 Directors (excluding Directors who are Audit & Supervisory Committee Members).
The candidates for Directors (excluding Director who are Audit & Supervisory Committee Members) are as
follows.
No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
April 2005
June 2006

Teruo Takahashi(February 10, 1959)

June 2009

1[Reappointment]
June 2016
June 2020

Joined the Company
General Manager, Product Engineering Department II
Executive Officer and General Manager, Product Engineering
Department II, Development Division
Director and General Manager, Product Engineering
Department II, in charge of Research and Development
Department
Managing Director, in charge of Research and Development
Department
Representative Director and President, in charge of Internal
Auditors Office (to present)

Number ofshares of theCompany held

11,900[Reason for nomination as Director]
Mr. Teruo Takahashi has led corporate management and contributed to the Group's sustainable growth and medium to long term
corporate value enhancement through various business developments. We nominated him as a Director based on his continuing
extensive knowledge and experience in all aspects of management and his qualifications for making decisions on important mattersand supervising the execution of business operations.

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No.

Name
(Date of birth)
Yuji Sakamoto(October 22, 1957)[Reappointment]

2

Past experience, positions, responsibilities,
and significant concurrent positions
Joined the Company
General Manager, Tokyo East Sales Department
Executive Officer and General Manager, Tokyo Sales
Department, Sales Division
June 2006
Director, Deputy General Manager, Sales Division, and General
Manager, Business Planning Department, Sales Division
Managing Director, in charge of sales departments
June 2013
Representative Director, Managing Director, in charge of sales
June 2020
departments
Representative Director, Senior Managing Executive Officer,
June 2021
in charge of Production Control Department, Global
Procurement Department and Tochigi Plant (to present)[Significant concurrent positions]・Director and Chairman, NPR Singapore Pte. Ltd.
・Director, NPR of Europe GmbH

Number ofshares of theCompany held

July 1977
April 2001
April 2004

16,540[Reason for nomination as Director]

Mr. Yuji Sakamoto has extensive knowledge of all aspects of the sales, production control, and procurement departments, andhas contributed to the Group's sustainable growth and enhancement of its corporate value over the medium to long term. We
nominated him as a Director based on his continuing extensive knowledge and experience in all aspects of management and his
qualifications for making decisions on important matters and supervising the execution of business operations.

Joined the Company
General Manager, Corporate Planning Department
President, NPR of America, Inc.
Operating Officer, the Company
President, NPR of America, Inc.
June 2013
Director, General Manager, Corporate Planning Department, incharge of Corporate Planning Department and Overseas
Operation Control Department
Director, Managing Executive Officer in charge of Corporate
June 2021
Planning Department and Accounting and Finance Department(to present)
In charge of Normeca Asia Co., Ltd. (to present)
January 2022
[Significant concurrent positions]
・President, NPR of America, Inc.
・Komisaris, PT. NT Piston Ring Indonesia
・Komisaris, PT. NPR Manufacturing Indonesia
April 1984
April 2005
June 2006
July 2012

Masaaki Fujita(May 30, 1961)
3[Reappointment]

11,454[Reason for nomination as Director]

Mr. Masaaki Fujita holds a high level of expertise in the corporate planning department and has contributed to the Group's
sustainable growth and medium to long term enhancement of corporate value. We nominated him as a Director based on his
continuing extensive knowledge and experience in all aspects of management and his qualifications for making decisions onimportant matters and supervising the execution of business operations.

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No.

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
Overseas Operation Control Division, the Company
Plant Manager, NPR Auto Parts Manufacturing (Yizheng) Co.,Ltd.
May 2011
Chairman and President, NPR Auto Parts Manufacturing(Yizheng) Co., Ltd.
December 2012 Chairman and President, NPR Powdered Metals Manufacturing(Yizheng) Co., Ltd.
July 2013
Executive Officer, the Company
Chairman and President, NPR ASIMCO Powdered Metals
Manufacturing (Yizheng) Co., Ltd.
June 2016
Director, the Company, in charge of manufacturing andproduction departments
June 2020
Chairman and President, NPR ASIMCO Powdered Metals
Manufacturing (Yizheng) Co., Ltd. (to present)
June 2021
Managing Executive Officer, in charge of Tochigi Plant,
Production Engineering Department I, Production Engineering
Department II and Production Engineering Department III (topresent)[Significant concurrent positions]
・President, NPR IWATE CO., Ltd.
・President, NPR FUKUSHIMA WORKS CO., LTD.
・Director, NPR Auto Parts Manufacturing (Yizheng) Co., Ltd.
・Chairman and President, NPR ASIMCO Powdered Metals Manufacturing(Yizheng) Co., Ltd.

7,453

Name
(Date of birth)
April 1995
April 2007

Zhongliang Yang
(July 20, 1962)
4[Reappointment][Reason for nomination as Director]

Mr. Zhongliang Yang has a high degree of expertise in technologies and manufacturing departments, and has contributed
to the Group's sustainable growth and medium to long term corporate value. We nominated him as a Director based on his
continuing extensive knowledge and experience in all aspects of management and his qualifications for making decisions onimportant matters and supervising the execution of business operations.

April 1986

5

Joined The Long-Term Credit Bank of Japan, Limited (present
Shinsei Bank, Limited)
April 2014
Executive Officer, Executive Officer in charge of Institutional
Business and General Manager of Osaka Branch, Shinsei Bank,
LimitedNovember 2016 Executive Officer, General Manager, Institutional Credit
Management Division, Shinsei Bank, Limited
December 2019 Retired from Shinsei Bank, Limited
Nobuyasu Nara
January 2020
Joined the Company, Advisor, the Company(September 21, 1963)
June 2020
Director, in charge of Corporate Management Department,
General Affairs Department and Information System[Reappointment]
Department
October 2020
In charge of Corporate Management Department, General
Affairs Department, Information System Department and Safety
and Health Promotion Department (to present)
June 2021
Director Managing Executive Officer (to present)[Significant concurrent positions]・Director, NPR IWATE CO., Ltd.
・Director, NPR FUKUSHIMA WORKS CO., LTD・Director and Chairman, SIAM NPR Co., Ltd.

6,370

[Reason for nomination as Director]

Mr. Nobuyasu Nara has contributed to the Group's sustainable growth and medium to long-term corporate valueenhancement through his expertise in a wide range of areas, including corporate management, general affairs, humanresources, and information systems. We nominated him as a Director based on his continuing extensive knowledge andexperience in all aspects of management and his qualifications for making decisions on important matters and supervising theexecution of business operations.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1988

6

Joined The Mitsui Bank Limited (present Sumitomo Mitsui
Banking Corporation)
October 1995
Joined Taiyo Audit Corporation (present Grant Thornton Taiyo
LLC)
January 1998
Joined Ota Showa Audit Corporation (present Ernst & Young
Hiromi Nakazawa
ShinNihon LLC)
(September 10, 1964) April 1999
Registered as Certified Public Accountant
September 2012 Joined Nidec Corporation
0[Reappointment]
Audit & Supervisory Board Member, C’BON COSMETICS
June 2013[Outside]Co., Ltd
Executive Officer, C’BON COSMETICS Co., Ltd.
[Independent]
June 2015
Audit & Supervisory Board Member, C’BON COSMETICS
June 2017
Co., Ltd (to present)
Outside Director, the Company (to present)
June 2020[Significant concurrent positions]・Audit & Supervisory Board Member, C’BON COSMETICS Co., Ltd
Ms. Hiromi Nakazawa has abundant experience and deep insight in auditing and in overall corporate management, and herrole is to proactively provide opinions on the management of the Group in general from an objective perspective and tosupervise management. We nominated her as an Outside Director as we expect that she will continue to perform important roles
by providing advice and recommendations to ensure the appropriateness and reasonableness of the Board of Directors'
decision-making from an independent standpoint(Notes)
1.
2.

3.

4.

5.

There are no special interests between the candidates for Directors and the Company.
Ms. Hiromi Nakazawa is a candidate for Outside Director. The Company reported Ms. Nakazawa as an independent
director as stipulated by Tokyo Stock Exchange, Inc. If the reappointment of Ms. Nakazawa is approved as proposed,
she will continue to be reported as an independent director.
Number of years since appointment in the case where candidates for Directors are incumbent Outside Audit &Supervisory Board Members
Ms. Hiromi Nakazawa is currently a part-time Director of the Company, and her term of office as Outside Director at
the conclusion of this Annual General Meeting of Shareholders is two years.
Limited liability agreement with the candidates for Directors
The Company has entered into an agreement with Ms. Hiromi Nakazawa in accordance with Article 427, Paragraph 1of the Companies Act to limit her liability pursuant to Article 423, Paragraph 1 of the Companies Act. If Ms.
Nakazawa is elected, the Company intends to continue the limited liability agreement with her. The maximum amountof liability pursuant to the agreement is the amount stipulated by laws and regulations.
The Company plans to take out a directors and officers liability insurance policy as defined under Article 430-3,
Paragraph 1 of the Companies Act, from an insurance company, to ensure that the legally liable damages andassociated litigation cost incurred by the insured person will be indemnified under such insurance policy. All
candidates shall be covered as the insured person under this insurance policy. The Company intends to renew suchinsurance policy with the same terms and conditions at its next renewal.

-9-

(Reference)

Areas of expertise and experience possessed by the candidates for Directors, and Executive Officers(skill matrix)• The candidates for Directors have expertise and experience in the following areas.

Name

Position

Teruo
Takahashi

Representative
Director andPresident
Representative
Director andSeniorManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer
Director

Yuji
Sakamoto

MasaakiFujitaZhongliang
Yang
Nobuyasu
Nara
HiromiNakazawa
HirotoKoeba

Hiroki
KimuraYoshihide
Hino

Director and
Audit &
Supervisory
Committee
MemberDirector and
Audit &
Supervisory
Committee
MemberDirector and
Audit &
Supervisory
Committee
MemberIndependence Corporate
management(Outside)
Businessstrategies●

Particular areas of specialty where the individuals excel
Nomination
andManufacturing,
Innovation & Governance, Remuneration
Finance &Safety,Sales &
Research andRisk &
Advisory
Accounting Technologies & Marketing
Development Compliance
Committee
Environment
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

• The Company will introduce a delegated executive officer system on June 24, 2021. Areas of expertiseand experience possessed by the Executive Officers who do not concurrently serve as Directors, who
are scheduled to be appointed at the Board of Directors’ meeting to be held immediately after theconclusion of this Annual General Meeting of Shareholders are as follows

Name

MakotoKajiwara
Nobunori
Tsuda
Takao
Kishitani

Position

Executive
Officer
Executive
Officer
Executive
Officer

Corporate
Independence
management(Outside)
Businessstrategies

Particular areas of specialty where the individuals excel
Nomination
andManufacturing,
Innovation & Governance, Remuneration
Finance &Safety,Sales &
Research andRisk &
Advisory
Accounting Technologies & Marketing
Development Compliance
Committee
Environment
●

●

●

●
●

●

- 10 -●●●

Reasons for Nomination in Each Skill Matrix Area
Area of expertise

Corporate
management
Business strategies

Finance &Accounting
Manufacturing,
Safety,Technologies &Environment
Sales &
MarketingInnovation &Research anddevelopment

Governance,
Risk &
ComplianceReasons for nomination
As the business environment surrounding the Company is changing drastically, the development ofbusiness strategies for sustainable corporate value improvement requires Directors who havemanagement experience and business strategies in the areas of manufacturing, sales, andtechnologies. In addition, in order to carry out global management operations, it is necessary tohave Directors who have experience in international business management, knowledge of foreign
customs and cultures, and the ability to maximize the value of management resources (people,
goods, money, information, etc.), as well as decision-making ability.
In order to build a stronger financial foundation and promote growth strategies and investments forsustainable corporate value enhancement, the Company needs Directors who have credible
knowledge and experience in the fields of finance and accounting.
The Company needs Directors with abundant knowledge and experience in safety, quality,
technologies, and the environment in order to further advance the Company's technologicaldevelopment and reliable manufacturing technologies that provide high-quality products in a shortperiod of time with low cost, which will strengthen the competitiveness of the current business.
The Company needs Directors who have solid knowledge and experience in sales strategy, sales
management, etc. They are also well versed in business management from a global perspective andcan develop sales strategies from a deep insight into marketing
In order to continue the progress of technological development that leads to the creation of newvalue and new businesses while utilizing the Company's core technologies that have beencultivated, the Company needs Directors who have been successfully promoting innovation andpossess solid knowledge and experience in technologies, quality, and the environment
The establishment of an appropriate corporate governance system based on compliance and risk
management is fundamental to sustainable improvement of corporate value, and Directors within-depth knowledge and experience in laws, regulations, and risk assessment related to theCompany are necessary to enhance the management and supervisory functions of the Board of
Directors.

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