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
Date of sending by postal mail: June 6, 2023
Start date of measures for electronic provision: May 30, 2023
To our shareholders:
Tetsuya Matsumoto, President
RIKEN KEIKI Co., Ltd.
2-7-6 Azusawa, Itabashi-Ku, Tokyo

Notice of the 117th Annual General Meeting of Shareholders

You are hereby notified of the 117th Annual General Meeting of Shareholders of RIKEN KEIKI Co., Ltd. (the“Company”), to be held as set forth below.
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Company’s website.
The Company’s website:
https://www.rikenkeiki.co.jp/ir/generalmeeting (in Japanese)
Furthermore, in addition to the above website, information is also posted on the following websites.
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7734/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “RIKEN KEIKI” in “Issue name(company name)” or the Company’s securities code “7734” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available
for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)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 Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by no later than 5:10 p.m. on Tuesday, June 27, 2023 (JST).

-1-1. Date and time:

Wednesday, June 28, 2023, 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 117th Fiscal Year (April 1, 2022 to March 31, 2023), 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 117th Fiscal
Year (April 1, 2022 to March 31, 2023)

Items to be resolved:
Proposal No. 1:

Amendment to the Articles of Incorporation

Proposal No. 2:

Election of Four Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3:
Election of Four Directors Who Are Audit and Supervisory Committee
Members
4. Decisions on Convocation (Information on Exercise of Voting Rights)(1) If you do not indicate approval or disapproval for a proposal on the voting form when exercising
voting rights in writing (by post), this will be treated as indication of approval for the Company’s
proposals and disapproval for shareholder proposals.
(2) If you exercise your voting rights more than once via the internet, only the last vote shall be deemed
effective.
(3) Please note that your online vote will prevail should you exercise your voting rights both via theinternet and in writing (by post), regardless of the time of arrival.

- For those attending the meeting on the day, please submit the voting form at the reception desk at the meeting.
- If revisions to the items subject to measures for providing information in electronic format arise, a notice ofthe revisions and the details of the items before and after the revisions will be posted on each of the websites
above.
- Paper-based documents stating items subject to measures for providing information in electronic format aresent to shareholders regardless of whether they have requested the delivery of paper-based documents for thisgeneral meeting of shareholders, however those documents do not include the following matters in accordancewith the provisions of laws and regulations and Article 15 of the Company’s Articles of Incorporation.
(1) “Systems for ensuring the propriety of Group operations” in the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” of
the Consolidated Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements stated in such documents constitute part of the documents audited by the financial auditor when
preparing the financial audit report and by Audit and Supervisory Committee when preparing the audit report.
- Providing informational materials for the general meeting of shareholders in electronic format began pursuant
to the revised Companies Act that came into effect on September 1, 2022. Consideration is being given to only
sending paper-based documents to shareholders who requested the delivery of such documents, with the
exception of certain information, for the informational materials for the general meeting of shareholders fromthe next general meeting of shareholders. Your understanding in this matter is greatly appreciated.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
1.
2.

Amendment to the Articles of Incorporation

Reasons for the Amendment
The Company proposes to amend Article 2 of the Articles of Incorporation to make the necessary additions to thebusiness objectives in preparation for future business operations.
Contents of the Amendments
Contents of the amendments are as shown below.
(Underlining indicates matters which are amended.)
Proposed Amendments

Current Articles of Incorporation(Objectives)
Article 2
The Company’s objectives are to conduct the following
businesses.
1. Manufacture, sale, export and import of pollution,
medical, radiation, measurement instruments, etc. andaccessories thereto, etc.
2. Manufacture, sale, export and import of disasterprevention and safety equipment and accessories thereto,etc.
3. Manufacture, sale, export and import of electronic
appliances
4. Manufacture, sale, export and import of precision
machinery and optical machinery
5. Sale, export and import of poisonous substances anddeleterious substances
6. Leasing of products listed in the preceding items(Newly established)(Objectives)
Article 2(Unchanged)
1-6.

7. Design, implementation and contracting of constructionwork
8. Contracting of various analysis, measurement and testing,in addition to diagnosis and guidance on pollution,
medicine, radiation, disaster prevention and safety, andphotoelasticity
9. All operations incidental or related to the preceding items-3-(Unchanged)

7. Purchase, sale and leasing of used items listed in thepreceding items
8.
(Unchanged)
9.

(Unchanged)

10.

(Unchanged)

Proposal No. 2:

Election of Four Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

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 four Directors.
Furthermore, the Audit and Supervisory Committee has judged that all four 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)

Candidate
no.

Name

1
Reelection

Hisayoshi Kobayashi

Chairman

100%(8 out of 8)2
Reelection

Tetsuya Matsumoto

President

100%(8 out of 8)3
Reelection

Shinya Kobu

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

4
Reelection

Shoji Kizaki

Director
Executive General Manager of Development
Division

100%(8 out of 8)-4-

Attendance at Board of
Directors meetings

Candidate
no.

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

1

Hisayoshi
Kobayashi

Oct. 2004(August 7, 1947)

Mar. 2007

Reelection

June 2009

Tenure as Director:
20 years
Attendance at Board of
Directors meetings
100% (8 out of 8)June 2011

Jan. 2012
Aug. 2013
Dec. 2013
Apr. 2021
June 2022

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
Chairman (current position)

Number of theCompany’s
shares owned

109,309

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 (Chairman from June 2022). He possesses wide-ranging knowledge and insight related to all
aspects of management at the Company, and therefore the Company proposes his continued election as Director.

-5-Candidate
no.

Name
(date of birth)

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

Mar. 2007

June 2009

Tetsuya Matsumoto July 2009
(October 13, 1964)
Reelection
Apr. 2014

2

Tenure as Director:
14 years
Attendance at Board of
Directors meetings
100% (8 out of 8)June 2017

Oct. 2018
Apr. 2021

Apr. 2022
Apr. 2023

Joined the Company
Executive Officer, General Manager of Accounting
Department, and General Manager of Management Audit
OfficeExecutive Officer, General Manager of Accounting
Department, Corporate Administration Division, and General
Manager of President’s OfficeDirector, General Manager of Administration Department,
Corporate Administration Division, and General Manager ofCorporate Strategy OfficeDirector, Senior General Manager of Corporate
Administration Division, General Manager of Administration
Department, and General Manager of Corporate Strategy
OfficeDirector, Executive General Manager of Corporate
Administration Division, General Manager of Administration
Department, and General Manager of Corporate Strategy
OfficeExecutive Managing Director, Executive General Manager ofCorporate Administration Division, General Manager of
Administration Department, and General Manager ofCorporate Strategy Office
Executive Managing Director
President of RIKEN KEIKI NARA MFG. Co., Ltd.
Executive Managing Director, Executive General Manager of
Production Division, and General Manager of Production
Management Department of the Company
Executive Managing Director and Executive General
Manager of Production Division
President (current position)

Number of theCompany’s
shares owned

65,071

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, corporate strategy departments and production departments,and he currently serves as President of subsidiary RIKEN KEIKI NARA MFG. Co., Ltd., and was appointed as Presidentof the Company in April 2023. He possesses wide-ranging knowledge and insight related to all aspects of management at
the Company, and therefore the Company proposes his continued election as Director.

-6-

Candidate
no.

Name
(date of birth)

Shinya Kobu

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1984
Mar. 2010
Apr. 2011(September 29, 1960)
Apr. 2014
Reelection
Jan. 2017

3

Tenure as Director:
6 years
Attendance at Board of
Directors meetings
100% (8 out of 8)June 2017
June 2018
Apr. 2020
June 2021

Joined the Company
General Manager of Sales Department I, Sales Division
General Manager of East Japan Sales Department, Sales
Division
Executive Officer and Senior General Manager of Sales
Division
Executive Officer and Executive General Manager of Sales
Division
Director and Executive General Manager of Sales Division
Director, Executive General Manager of Sales Division, andGeneral Manager of Global Sales Department
Director and Executive General Manager of Sales Division
Executive Managing Director and Executive General
Manager of Sales Division (current position)

Number of theCompany’s
shares owned

12,064

Reasons for nomination as candidate for Director
Shinya Kobu possesses abundant experience and achievements as the person responsible for sales departments, and he wasappointed Director of the Company in 2017. Subsequently, he has directed and led the sales departments, and the Company
believes that he is a person who can be expected to appropriately execute duties such as decisions on important management
matters and the supervision of the execution of business operations, and therefore proposes his continued election as
Director.

Shoji Kizaki

Apr. 1986
Apr. 2014(October 23, 1962)
June 2016
Reelection
Apr. 2018

4

Tenure as Director:
4 years
Attendance at Board of
Directors meetings
100% (8 out of 8)

Apr. 2019
June 2019

Joined the Company
General Manager of Custom Engineering Department,
Development Division
Executive Officer and General Manager of Custom
Engineering Department, Development Division
Executive Officer, Senior General Manager of Development
Division, and General Manager of Custom Engineering
Department
Executive Officer and Executive General Manager ofDevelopment Division
Director and Executive General Manager of Development
Division (current position)

17,703

Reasons for nomination as candidate for Director
Shoji Kizaki possesses abundant experience and achievements as the person responsible for development departments, andhe 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 as decisions onimportant 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 be included in the insured parties under this insurance policy. In addition, the Company
plans to renew the insurance policy with the same content at the time of the next renewal of the policy.

-7-

Proposal No. 3:

Election of Four Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors who are Audit andSupervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
This proposal has been considered by each Director who is an Audit and Supervisory Committee Member, but there
were no objections.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:

Candidate no.

Name

Positions and responsibilities at theCompany(Significant concurrent positions
outside the Company)

Attendance atBoard ofDirectors
meetings

Attendance at
Audit andSupervisory
Committee
meetings

1
Reelection

Nobuo Nakano

Director [Full-time Audit andSupervisory Committee Member]100%(8 out of 8)100%(10 out of 10)

2
Reelection
OutsideIndependent

Michimasa Taga

Director [Audit and Supervisory
Committee Member]100%(8 out of 8)100%(10 out of 10)

3
Reelection
OutsideIndependent

Takehito Miyaguchi

Director [Audit and Supervisory
Committee Member]100%(8 out of 8)100%(10 out of 10)

4
Reelection
OutsideIndependent

Yasuko Uematsu

Director [Audit and Supervisory
Committee Member]100%(8 out of 8)100%(10 out of 10)-8-

Candidate
no.

Name
(date of birth)

Nobuo Nakano(June 15, 1953)
Reelection

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1977
Mar. 2006
June 2007
June 2011

Tenure as Director:
Jan. 201212 years(Tenure as Audit and Apr. 2014
Supervisory Committee June 2015
Member: 8 years)
1

Joined the Company
General Manager of Research and Development Department,
Development Division
Executive Officer and General Manager of Research andDevelopment Department, Development Division
Director and General Manager of Research and Development
Department, Development Division
Director and Manager of MRD Office, Sales Division
Director and General Manager of Quality Control Center
Director [Full-time Audit and Supervisory Committee
Member] (current position)

Number of theCompany’s
shares owned

37,800Attendance at Board of
Directors meetings
100% (8 out of 8)
Attendance at Audit andSupervisory Committee
meetings
100% (10 out of 10)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Nobuo Nakano was appointed Director of the Company in 2011, and since 2015, when the Company transitioned to acompany with audit and supervisory committee, he has appropriately executed the duties of an Audit and Supervisory
Committee Member. He can thus be expected to appropriately supervise management and conduct audits, and therefore
the Company proposes his continued election as Director (Audit and Supervisory Committee Member).

Michimasa Taga
(March 28, 1953)
Reelection
Independent
OutsideApr. 1978
June 1993
June 2003
Aug. 2003

June 2005

Tenure as Director:
June 2009
4 years(Tenure as Audit andSupervisory Committee June 2012
June 2019
Member: 4 years)
2

Joined Misawa Homes Co., Ltd.
Director of Misawa Resorts Co., Ltd.
Director and Executive Officer of Misawa Homes Co., Ltd.
Executive Officer and General Manager of Residential
Business Strategy Department of Misawa Homes Holdings
Co., Ltd.
Director, General Manager of Central Block Management
Department, and General Manager of Sales Promotion
Department
Director and Executive Officer of Resort Solution Co., Ltd.
(currently RESOL HOLDINGS Co., Ltd.)
Representative Director, President and Executive Officer
Director [Audit and Supervisory Committee Member] of theCompany (current position)

1,400

Attendance at Board of
Directors meetings
100% (8 out of 8)
Attendance at Audit andSupervisory Committee
meetings
100% (10 out of 10)
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andexpected role
Michimasa Taga possesses abundant experience and wide-ranging knowledge related to corporate management. He wasappointed Director (Audit and Supervisory Committee Member) of the Company in 2019 and has subsequently asked
questions and provided his views as appropriate at meetings of the Board of Directors. The Company has judged that hewill supervise the execution of business operations by Directors of the Company from an objective standpoint and will
also be able to provide advice on all aspects of management, and therefore proposes his continued election as Outside
Director (Audit and Supervisory Committee Member).

-9-

Candidate
no.

Name
(date of birth)

Takehito
Miyaguchi

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1980
Apr. 2005(April 9, 1956)

June 2007

Reelection
OutsideIndependent

June 2012
Oct. 2015

Tenure as Director:
Oct. 2017
2 years(Tenure as Audit andSupervisory Committee June 2020
June 2021
Member: 2 years)
3

Joined The Industrial Bank of Japan, Limited
General Manager of Beijing Branch, Mizuho Corporate Bank,
Ltd.
Executive Officer of Mizuho Corporate Bank, Ltd.
Vice Chairman and President of Mizuho Corporate Bank
(China), Ltd.
Senior General Manager, Mizuho Corporate Bank, Ltd.
Chairman of Mizuho Corporate Bank (China), Ltd.
Advisor of Mizuho Research Institute Ltd.
Advisor of Mizuho Bank (China), Ltd.
Outside Standing Auditor of Mizuho Leasing Company,
LimitedOutside Director
Director [Audit and Supervisory Committee Member] of theCompany (current position)

Number of theCompany’s
shares owned

200

Attendance at Board of
Directors meetings
100% (8 out of 8)
Attendance at Audit andSupervisory Committee
meetings
100% (10 out of 10)
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andexpected role
Takehito Miyaguchi possesses abundant experience at a financial institution and wide-ranging knowledge related tofinance and accounting, as well as experience of diversity-based management, as the person responsible for overseas
business sites. He was appointed Director (Audit and Supervisory Committee Member) of the Company in 2021 and has
subsequently asked questions and provided his views as appropriate at meetings of the Board of Directors. The Company
has judged that he will supervise the execution of business operations by Directors of the Company from an objective
standpoint and will also be able to provide advice on all aspects of management, and therefore proposes his continued
election as Outside Director (Audit and Supervisory Committee Member).

- 10 -

Candidate
no.

Name
(date of birth)

Yasuko Uematsu(May 7, 1977)
Reelection
OutsideIndependent

Career summary and positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Oct. 2004
Nov. 2004
Aug. 2014
June 2021

Registered with Dai-Ichi Tokyo Bar Association
Joined City Law Offices
Partner of City Law Offices (current position)
Director [Audit and Supervisory Committee Member] of theCompany (current position)

Tenure as Director:
2 years(Tenure as Audit andSupervisory Committee
Member: 2 years)

4

Number of theCompany’s
shares owned

100

Attendance at Board of
Directors meetings
100% (8 out of 8)
Attendance at Audit andSupervisory Committee
meetings
100% (10 out of 10)
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andexpected role
Yasuko Uematsu possesses experience and expert knowledge in corporate legal affairs as an attorney at law. She wasappointed Director (Audit and Supervisory Committee Member) of the Company in 2021 and has subsequently asked
questions and provided her views as appropriate at meetings of the Board of Directors. The Company has judged that she
will supervise the execution of business operations by Directors of the Company from an objective standpoint and will
also be able to provide advice on all aspects of management, and therefore proposes her continued election as Outside
Director (Audit and Supervisory Committee Member). She has never in the past been involved in the management of acompany. However, the Company judges she will appropriately fulfill her duties as an Outside Director (Audit andSupervisory Committee Member) of the Company based on the above reasons.

Notes: 1. There is no special interest between any of the candidates and the Company.
2. Michimasa Taga, Takehito Miyaguchi, and Yasuko Uematsu are candidates for Outside Directors.
3. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into
an agreement with Outside Directors Michimasa Taga, Takehito Miyaguchi and Yasuko Uematsu to limit their
liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount ofliability for damages under this agreement will be the minimum liability amount provided for by Article 425,
paragraph (1) of the same Act. Furthermore, if their reelection is approved, the Company plans to renew the
aforementioned agreement with them.
4. The Company has submitted notification to the Tokyo Stock Exchange that Michimasa Taga, Takehito
Miyaguchi and Yasuko Uematsu have been designated as independent officers as provided for by the
aforementioned exchange. Furthermore, if their reelection is approved, the Company plans for theirdesignation as an independent officers to continue.
5. The Company has entered into a directors and officers liability insurance (D&O insurance) policy with aninsurance company, with the Directors who are Audit and Supervisory Committee Members 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 the event that the insured parties are subject to a lawsuit
by a representative of shareholders, etc., and damages are claimed against them, and in the event that damages
are claimed against the insured parties, resulting in the insured parties paying damages to a third party forreasons associated with the execution of their duties. The full amount of all insurance premiums is paid by theCompany. If the election of the candidates for Director who is an Audit and Supervisory Committee Member
is approved, they will be included in the insured parties under this insurance policy. In addition, the Company
plans to renew the insurance policy with the same content at the time of the next renewal of the policy.

- 11 -

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

GeneralIndustry

Management Knowledge

Hisayoshi Kobayashi●●

Tetsuya Matsumoto●●

Shinya Kobu●

Shoji Kizaki●

Nobuo Nakano●

Michimasa Taga●

Takehito Miyaguchi●International
Business
Knowledge

Sales/

Technology/

Marketing

R&D●

Production

Finance/IT/

Accounting

Digital●●●Legal/
Compliance

ESG

●
●

●

●

●
●
●

●

●

●

●

●

●

●
●

Yasuko Uematsu- 12 -