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 shall prevail.

Securities Code: 7734
June 7, 2022
To our shareholders:
Junichi Koyano, President
RIKEN KEIKI Co., Ltd.
2-7-6 Azusawa, Itabashi-Ku, Tokyo

Notice of the 116th Annual General Meeting of Shareholders

You are hereby notified of the 116th Annual General Meeting of Shareholders of RIKEN KEIKI Co., Ltd. (the“Company”), to be held as set forth below.
Furthermore, instead of attending on the day of the meeting, you can exercise your voting rights in writingor via the internet, etc. Please review the attached Reference Documents for the General Meeting ofShareholders and exercise your voting rights by no later than 5:10 p.m. on Monday, June 27, 2022 (JST).
1. Date and time:

Tuesday, June 28, 2022, at 10:00 a.m. (JST)

2. Venue:

Large Conference Room in Head Office, RIKEN KEIKI Co., Ltd.
2-7-6 Azusawa, Itabashi-Ku, Tokyo

3. Meeting Agenda
Items to be reported:

1. Reports on the Business Report and Consolidated Financial Statements forthe 116th Fiscal Year (April 1, 2021 to March 31, 2022), and results ofaudits by the Financial Auditor and the Audit and Supervisory Committeeof the Consolidated Financial Statements
2. Reports on the Non-consolidated Financial Statements for the 116th Fiscal
Year (April 1, 2021 to March 31, 2022)

Items to be resolved:
Proposal No. 1:

Amendment to the Articles of Incorporation

Proposal No. 2:

Election of Five Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)- For those attending the meeting on the day, please submit the enclosed voting form at the reception desk at themeeting.
- Of the documents to be provided with this Notice, “Notes to the Consolidated Financial Statements” of theConsolidated Financial Statements and “Notes to the Non-consolidated Financial Statements” of the Nonconsolidated Financial Statements are provided on the Company’s website in accordance with the provisionsof laws and regulations and Article 15 of the Articles of Incorporation, and therefore are not provided with thisNotice.
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements provided in
the documents submitted with this Notice (in Japanese only) constitute part of the Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the financial auditor and Audit andSupervisory Committee when preparing the financial audit report and audit report.
- Should revisions arise to the Reference Documents for the General Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements, and Consolidated Financial Statements, they will be posted on theCompany’s website.
The Company’s website: https://www.rikenkeiki.co.jp/-1-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
1.

2.

Amendment to the Articles of Incorporation

Reasons for the Amendment
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company
proposes to make the following changes to its Articles of Incorporation because the system for providing
informational materials for the general meeting of shareholders in electronic format will be introduced.
(1) As the Company is obliged to stipulate in its Articles of Incorporation that it will take measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc. inelectronic format, Article 15 (Measures, Etc. for Providing Information in Electronic Format) paragraph 1 ofthe proposed amendments shall be newly established.
(2) Among items for which measures are taken for providing information that constitutes the content of reference
documents for the general meeting of shareholders, etc. in electronic format, to limit the scope of the items tobe stated in the paper-based documents to be delivered to shareholders who requested the delivery of paperbased documents to the scope specified by the Ministry of Justice Order, Article 15 (Measures, Etc. for
Providing Information in Electronic Format) paragraph 2 of the proposed amendments shall be newly
established.
(3) Since the provisions in Article 15 of the current Articles of Incorporation (Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.) will no longer be required when the system forproviding informational materials for the general meeting of shareholders in electronic format is introduced,
they will be deleted.
(4) Supplementary provisions regarding the effect of the aforementioned newly established and deleted provisions
will be established. The supplementary provisions shall be deleted after a specified date has passed.
Contents of the Amendments
Contents of the amendments are as shown below.

Current Articles of Incorporation
Articles 1 to 14(Omitted)(Deemed Provision of Reference Documents for the General
Meeting of Shareholders, Etc.)
Article 15
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)

Articles 16 to 36(Omitted)(Underlining indicates matters which are amended.)
Proposed Amendments
Articles 1 to 14(Unchanged)(Deleted)(Measures, Etc. for Providing Information in Electronic Format)
Article 15
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providinginformation that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany is not required to state all or some of those items
designated by the Ministry of Justice Order in statementsin the paper-based documents to be delivered toshareholders who requested the delivery of paper-based
documents by the record date of voting rights.
Articles 16 to 36(Unchanged)-2-Article 1

Current Articles of Incorporation
Supplementary Provisions(Omitted)(Newly established)

Proposed Amendments
Supplementary Provisions
Article 1(Unchanged)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 2
1. The deletion of Article 15 of the Articles of Incorporation(Deemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc.) and theestablishment of the Article 15 of the Articles ofIncorporation (Measures, Etc. for Providing Information
in Electronic Format) shall become effective on
September 1, 2022.
2. Notwithstanding the provision of the preceding paragraph,
Article 15 of the Articles of Incorporation (Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) shall remain effective
regarding any general meeting of shareholders held on adate within six months of September 1, 2022.
3. These provisions shall be deleted on the date when six
months have elapsed from September 1, 2022, or threemonths have elapsed from the date of the general meetingof shareholders in the preceding paragraph, whichever islater.

-3-

Proposal No. 2:

Election of Five Directors (Excluding Directors Who Are Audit and Supervisory CommitteeMembers)

The terms of office of all five Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter, the same applies in this proposal) will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of five Directors.
Furthermore, the Audit and Supervisory Committee has judged that all five candidates for Director in this proposal
are suitably qualified.
The candidates for Director are as follows:
Positions and responsibilities at the Company(Significant concurrent positions outside theCompany)

Candidateno.

Name1
Reelection

Hisayoshi Kobayashi

Chairman100%(8 out of 8)2
Reelection

Junichi Koyano

President

100%(8 out of 8)100%(8 out of 8)

Attendance at Board ofDirectors meetings

3Reelection

Tetsuya Matsumoto

Executive Managing Director
Executive General Manager of Production
Division
President of RIKEN KEIKI NARA MFG. Co.,
Ltd.

4
Reelection

Shinya Kobu

Executive Managing Director
Executive General Manager of Sales Division100%(8 out of 8)5
Reelection

Shoji Kizaki

Director
Executive General Manager of Development
Division

100%(8 out of 8)-4-Candidateno.

Name(date of birth)

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Jan. 1974
Mar. 1996
June 2003

Hisayoshi
Kobayashi(August 7, 1947)

Oct. 2004
Mar. 2007

Reelection
June 2009

1Tenure as Director:
19 years
Attendance at Board of June 2011
Directors meetings
100% (8 out of 8)Jan. 2012
Aug. 2013
Dec. 2013
Apr. 2021

Joined the Company
General Manager of Manufacturing Department, Production
Division
Director, General Manager of Manufacturing Department,
Production Division, and Factory Manager of Okegawa
Factory
Director, Senior General Manager of Production Division, andGeneral Manager of Quality Control Center
Director and Executive General Manager of Production
Division
Executive Managing Director , Senior Executive Officer,
Executive General Manager of Corporate Administration
Division, and General Manager of Accounting Department
Executive Director , Executive General Manager of Corporate
Administration Division, and General Manager of Accounting
Department
Executive Director and Executive General Manager ofCorporate Administration Division
President Director
President
Chairman (current position)

Number of theCompany’s
shares owned

108,329

Reasons for nomination as candidate for Director
Hisayoshi Kobayashi possesses abundant experience and achievements as the person responsible for production
departments, and he was appointed Director of the Company in 2003. Subsequently, he has directed and led the production
departments and corporate administration departments, and served as President from 2013, before being appointed
Chairman in April 2021. He possesses wide-ranging knowledge and insight related to all aspects of management at theCompany, and therefore the Company proposes his continued election as Director.

-5-Candidateno.

Name(date of birth)

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1981
Mar. 2007
June 2007
June 2009
July 2009

Junichi Koyano(April 5, 1958)

Jan. 2012
Apr. 2014Reelection
Tenure as Director:
13 years

2June 2014

Jan. 2017
Attendance at Board ofDirectors meetings
June 2017100% (8 out of 8)
Oct. 2018

Apr. 2020

Apr. 2021

Joined the Company
General Manager of Product Engineering Department,Development Division
Executive Officer, General Manager of Product Engineering
Department, Development Division
Director and General Manager of Product Engineering
Department, Development Division
Director and Senior General Manager of Development
Division
Director and Senior General Manager of Production Division
Director and Executive General Manager ofDevelopment/Production Division
Executive Managing Director and Executive General
Manager of Development/Production Division
Executive Managing Director, Executive General Manager ofDevelopment Division, and in charge of Production Division
Executive Director and Executive General Manager ofDevelopment Division
Executive Director, Executive General Manager of Corporate
Administration Division, General Manager of Administration
Department, and General Manager of Corporate Strategy
OfficeExecutive Director, Executive General Manager of Corporate
Administration Division; and General Manager of Corporate
Strategy Office
President (current position)

Number of theCompany’s
shares owned

58,706

Reasons for nomination as candidate for Director
Junichi Koyano possesses abundant experience and achievements as the person responsible for development departments,and he was appointed Director of the Company in 2009. Subsequently, he has directed and led the development
departments, production departments, and corporate administration departments, and has served as President since April
2021. He possesses wide-ranging knowledge and insight related to all aspects of management at the Company, andtherefore the Company proposes his continued election as Director.

-6-

Candidateno.

Name(date of birth)

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1987
July 2006

3

Number of theCompany’sshares owned

Joined the Company
Executive Officer, General Manager of AccountingDepartment, and General Manager of Management Audit
OfficeMar. 2007
Executive Officer, General Manager of Accounting
Department, Corporate Administration Division, and General
Manager of President’s Office
June 2009
Director, General Manager of Administration Department,Corporate Administration Division, and General Manager ofCorporate Strategy Office
July 2009
Director, Senior General Manager of Corporate
TetsuyaAdministration Division, General Manager of Administration
MatsumotoDepartment, and General Manager of Corporate Strategy(October 13, 1964)
OfficeApr. 2014
Director, Executive General Manager of Corporate
Reelection
Administration Division, General Manager of Administration
63,764
Department, and General Manager of Corporate Strategy
Tenure as Director:Office
13 yearsJune 2017
Executive Managing Director, Executive General Manager ofAttendance at Board of
Corporate Administration Division, General Manager ofDirectors meetings
Administration Department, and General Manager of
100% (8 out of 8)
Corporate Strategy Office
Oct. 2018
Executive Managing Director
President of RIKEN KEIKI NARA MFG. Co., Ltd. (currentposition)
Apr. 2021
Executive Managing Director, Executive General Manager ofProduction Division, and General Manager of Production
Management Department
Apr. 2022
Executive Managing Director and Executive General
Manager of Production Division (current position)
Significant concurrent positions outside the Company
President of RIKEN KEIKI NARA MFG. Co., Ltd.
Reasons for nomination as candidate for Director
Tetsuya Matsumoto possesses abundant experience and achievements as the person responsible for corporate
administration departments and corporate strategy departments, and he was appointed Director of the Company in 2009.
Subsequently, he has directed and led the corporate administration departments and corporate strategy departments, andhe currently serves as the person responsible for production departments and President of subsidiary RIKEN KEIKI NARA
MFG. Co., Ltd. The Company believes that he is a person who can be expected to appropriately execute duties such asdecisions on important management matters and the supervision of the execution of business operations, and therefore
proposes his continued election as Director.

-7-Candidateno.

Name(date of birth)

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)

Number of theCompany’sshares owned

Apr. 1984
Mar. 2010
Apr. 2011

45

Joined the Company
General Manager of Sales Department I, Sales Division
General Manager of East Japan Sales Department, Sales
Shinya Kobu
Division(September 29, 1960)
Apr. 2014
Executive Officer and Senior General Manager of Sales
Division
Reelection
Jan. 2017
Executive Officer and Executive General Manager of Sales
10,757
Division
Tenure as Director:
June 2017
Director and Executive General Manager of Sales Division
5 years
Attendance at Board of June 2018
Director, Executive General Manager of Sales Division, andDirectors meetings
General Manager of Global Sales Department
100% (8 out of 8)
Apr. 2020
Director and Executive General Manager of Sales Division
June 2021
Executive Managing Director and Executive General
Manager of Sales Division (current position)
Reasons for nomination as candidate for Director
Shinya Kobu possesses abundant experience and achievements as the person responsible for sales departments, and hewas appointed Director of the Company in 2017. Subsequently, he has directed and led the sales departments, and theCompany believes that he is a person who can be expected to appropriately execute duties such as decisions on importantmanagement matters and the supervision of the execution of business operations, and therefore proposes his continued
election as Director.
Apr. 1986
Joined the Company
Apr. 2014
General Manager of Custom Engineering Department,
Shoji Kizaki
Development Division(October 23, 1962)
June 2016
Executive Officer and General Manager of Custom
Engineering Department, Development Division
Reelection
Apr. 2018
Executive Officer, Senior General Manager of Development
16,723
Division, and General Manager of Custom Engineering
Tenure as Director:Department
3 years
Executive Officer and Executive General Manager ofAttendance at Board of Apr. 2019
Development Division
Directors meetings
100% (8 out of 8)June 2019
Director and Executive General Manager of Development
Division (current position)
Reasons for nomination as candidate for Director
Shoji Kizaki possesses abundant experience and achievements as the person responsible for development departments,and he was appointed Director of the Company in 2019. Subsequently, he has directed and led the development
departments, and the Company believes that he is a person who can be expected to appropriately execute duties such asdecisions on important management matters and the supervision of the execution of business operations, and therefore
proposes his continued election as Director.

Notes: 1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance (D&O insurance) policy with aninsurance company, with the Directors as the insured parties, as provided for in Article 430-3, paragraph (1)of the Companies Act. This insurance covers any statutory damages, legal expenses, etc., occurring in theevent that the insured parties are subject to a lawsuit by a representative of shareholders, etc., and damages areclaimed against them, and in the event that damages are claimed against the insured parties, resulting in theinsured parties paying damages to a third party for reasons associated with the execution of their duties. The
full amount of all insurance premiums is paid by the Company. If the election of the candidates for Director isapproved, they will continue to be included in the insured parties under this insurance policy. In addition, theCompany plans to renew the insurance policy with the same content at the time of the next renewal of thepolicy.

-8-(Reference) Main expertise and fields of experience of directors following the Annual General Meeting of Shareholders
Expertise and Fields of Experience
NameGeneralIndustry

Management Knowledge

International
BusinessKnowledge

Hisayoshi Kobayashi

●

●

●

Junichi Koyano

●

●

●

Tetsuya Matsumoto●●

Shinya Kobu●

Shoji Kizaki●Nobuo Nakano●

Michimasa Taga●

Takehito Miyaguchi●

Sales/

Technology/Marketing

R&D

Production

Finance/

IT/Accounting

Digital

●
●

ESG

●

●
●

●

Legal/
Compliance

●
●

●

●
●

●
●
●

●

●

●

●

●

●

●
●

Yasuko Uematsu-9-