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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

Dear Shareholders:

Securities Code: 6995
May 27, 2024
(Electronic provision of Information starts on: May 17, 2024)
Hiroyoshi Ninoyu,
President
TOKAI RIKA CO., LTD.
3-260 Toyota, Oguchi-cho, Niwa-gun, Aichi, Japan

Notice of the 77th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 77th Ordinary General Meeting of Shareholders of TOKAI RIKA CO., LTD.
(the “Company”), which will be held as indicated below.
In convening this General Meeting of Shareholders, the information contained in the Reference Documents for the
General Meeting of Shareholders (matters to be provided electronically) has been made available electronically andis posted online on the following websites. We kindly request that you visit these websites to review the information.
Company Website
https://www.tokai-rika.co.jp/investors/soukai (in Japanese)
Websites for posting materials related to the General Meeting of Shareholders
https://d.sokai.jp/6995/teiji/ (in Japanese)
TSE Website (Tokyo Stock Exchange Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE Website above and enter either the company name (TOKAI RIKA) or the securities code (6995)
and press Search. Click “Basic information,” and select “Documents for public inspection/PR information.” Thencheck the [Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]under “Filed information available for public inspection.”
If you are unable to attend the meeting, you may exercise your voting rights in writing or by electronic means (theInternet, etc.). Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights by 5:20 p.m. on Wednesday, June 12, 2024 (Japan Time).
1. Date and Time: Thursday, June 13, 2024, at 10:00 a.m.
2. Venue:
Head Office of the Company
3-260 Toyota, Oguchi-cho, Niwa-gun, Aichi, Japan
3. Meeting Agenda
Reports
1. The Business Report, the Consolidated Financial Statements, and Non-Consolidated Financial Statements
for the 77th fiscal year (from April 1, 2023 to March 31, 2024)
2. The results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Resolutions
Proposal No. 1
Election of Six (6) Directors
Proposal No. 2
Election of Two (2) Audit & Supervisory Board Members
Proposal No. 3
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 4
Payment of Bonuses to Directors-1-

- For this General Meeting of Shareholders, the Company will send a paper-based document of the matters to be provided electronically,
regardless of whether such a request was made. Pursuant to provisions of laws and regulations and Article 17 of the Company’s
Articles of Incorporation, the Consolidated Statements of Changes in Equity, the Notes to Consolidated Financial Statements, theNon-Consolidated Statements of Change in Equity, and the Notes to Non-Consolidated Financial Statements will be omitted fromthe paper-based document sent to shareholders, and will instead be posted on the above-mentioned websites. As such, the Business
Report, the Consolidated Financial Statements, and Non-Consolidated Financial Statements included in the paper-based document
are part of the documents audited by the Accounting Auditor and the Audit & Supervisory Board in creating the audit report.
- If there are any amendments to the matters to be provided electronically, a notice of the amendments and the matters before and after
the amendments will be posted on the above-mentioned websites.

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

Election of Six (6) Directors

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all six (6) currently serving
Directors will expire. Therefore, the Company proposes the election of six (6) Directors.
Before submitting this proposal to this Ordinary General Meeting of Shareholders, the Nomination Committee, which
is chaired by an Outside Director, has deliberated and reported on the matter.
The candidates for Director are as follows:
Candidate
No.

Name

Current position

1

Reelection

Hiroyoshi Ninoyu

Director, Member of the Board, President

2

Reelection

Masahiko Sato

Director, Member of the Board, Executive Vice
President

3

New election

Katsuyuki Imaeda

Corporate Officer

4

Reelection

Kei Fujioka

Outside Director
Independent Director

Director, Member of the Board

5

Reelection

Minako Miyama

Outside Director
Independent Director

Director, Member of the Board

6

New election

Kazushi Ambe

Outside Director
Independent Director–-3-Candidate
No.

Name
(Date of birth)1

Hiroyoshi Ninoyu(January 2, 1962)
Reelection

2

Masahiko Sato
(October 31, 1962)
Reelection

3

Katsuyuki Imaeda(June 26, 1966)
New election

Career summary and position
Apr. 1984
Joined Toyota Motor Corporation
Apr. 2017Managing Officer
Jan. 2020
Executive Vice President of the Company
June 2020
President (current position)[Reasons for the nomination as a candidate for Director]
Hiroyoshi Ninoyu has experience at Toyota Motor Corporation,
having been engaged at overseas production divisions andproduction control divisions, and also in vehicle production
plant management. Since June 2020, he has utilized his abundant
experience and expertise to lead the management team as
President of the Company. We request his election as Director.
Apr. 1985
Joined the Company
June 2009
General Manager of Sales Division I
June 2013
Associate Director
June 2016
Corporate Officer
June 2018
Director, Member of the Board (retired in June
2020)
Apr. 2023
Executive Vice President (current position)
June 2023
Director, Member of the Board (current
position)[Reasons for the nomination as a candidate for Director]
Masahiko Sato has worked in the Sales and Business Planning
Divisions of the Company and has been involved in launching
and running businesses overseas, having extensive experienceand a track record in the Company’s overall business. We
request his election as Director to have his abundant experience,expertise and insight reflected in the management of theCompany.
Apr. 1990
Joined the Company
June 2016
General Manager of Security Production
Engineering Division, Security Business Group
Apr. 2019
Corporate Officer
Jan. 2020
Higher Senior Management
Apr. 2021
Corporate Officer (current position)[Responsibility]
General Manager of Production Engineering Center, responsible
for Carbon Neutral Promote Strategy Dept., responsible for
Bamboo⁺ Company[Reasons for the nomination as a candidate for Director]
Katsuyuki Imaeda has extensive expertise and track record in
manufacturing mainly in the Production Engineering Divisionsof the Company. He has served as General Manager of
Production Engineering Center since April 2021 and is
responsible for leading the Production Engineering Divisions.
We request his election as Director to have his abundant
experience, expertise and insight reflected in the management of
the Company.

-4-

Number of theCompany’s shares
owned

25,200 shares

14,800 shares

7,700 sharesApr. 1977
June 2012
Oct. 2014

4

Kei Fujioka(December 23, 1953)
Reelection
Outside Director
Independent Director

5

Minako Miyama(January 15, 1962)
Reelection
Outside Director
Independent Director

Joined MITSUI-SOKO Co., Ltd.
President and CEO
President and CEO of MITSUI-SOKO
HOLDINGS Co., Ltd.
June 2017
Outside Director, Member of the Board of theCompany (current position)
June 2017
Advisor of MITSUI-SOKO HOLDINGS Co.,Ltd.
June 2021
Retired as Advisor of MITSUI-SOKO
HOLDINGS Co., Ltd. (current position)[Reasons for the nomination as a candidate for Outside Director
and expected role]
Kei Fujioka has abundant knowledge in corporate management
and other areas and abundant experience in logistics at MITSUISOKO HOLDINGS Co., Ltd. We request his election as Outside
Director as we expect that he will utilize his abundant
experience, expertise and insight for management in general,
primarily in logistics division, by supervising and providing
advice concerning the execution of business of the Company
from a professional perspective.
Apr. 1986
Joined Dai Nippon Printing Co., Ltd.
July 2014
General Manager of Recruiting and Training
Dept.
June 2018
Corporate Officer
June 2021
Director (current position)
June 2022
Outside Director, Member of the Board of theCompany (current position)[Significant concurrent positions outside the Company]
Director of Dai Nippon Printing Co., Ltd.
[Reasons for the nomination as a candidate for Outside Director
and expected role]
In addition to her experience in the research and planning
development divisions at Dai Nippon Printing Co., Ltd., Minako
Miyama has a proven track record as a leader in human resource
development and ensuring diversity. We request her election as
Outside Director as we expect that she will provide advice onmanagement reform from an objective and scientific viewpointby utilizing her extensive experience, knowledge and insight.

-5-

100 shares

300 sharesApr. 1984

6

(Notes)

1.
2.

3.
4.

5.

Joined Sony Corporation (currently Sony
Group Corporation)
Oct. 2001
VP of Sony Ericsson Mobile Communications
AB
Apr. 2006
SVP of Sony Corporation of America
Nov. 2014
Corporate Executive and SVP of Sony
Corporation
June 2018
Executive Vice President and Corporate
Executive Officer
June 2020
Senior Executive Vice President and Corporate
Executive Officer
Kazushi Ambe
Apr. 2021
Senior Executive Vice President and Corporate(April 23, 1961)
Executive Officer of Sony Group Corporation
New election
1,000 shares(current position)
Outside Director[Significant concurrent positions outside the Company]
Independent Director
Senior Executive Vice President and Corporate Executive
Officer of Sony Group Corporation[Reasons for the nomination as a candidate for Outside Director
and expected role]
In addition to his experience in human resources and generalaffairs divisions at Sony Group Corporation, Kazushi Ambe has
experience in managing an overseas subsidiary of the company.
We request his election as Outside Director as we expect that hewill utilize his extensive and abundant experience, expertise andinsight by supervising and providing advice concerning
management in general, with a focus on human resources
strategy and organizational reform.
Minako Miyama serves concurrently as a director of Dai Nippon Printing Co., Ltd., which has a commercial relationshipwith the Company. There is no special interest between the other candidates and the Company.
Kei Fujioka, Minako Miyama, and Kazushi Ambe are candidates for Outside Director. The Company registered Kei
Fujioka and Minako Miyama with the Tokyo Stock Exchange and the Nagoya Stock Exchange as Independent Director
pursuant to the rules of each Stock Exchange, and the Company plans to maintain such registration if they are reelected.
Kazushi Ambe also satisfies the requirements for Independent Director pursuant to the rules of the Tokyo Stock Exchange
and the Nagoya Stock Exchange, and the Company plans to register him as an Independent Director if he is elected.
At the conclusion of this Ordinary General Meeting of Shareholders, the tenures of Kei Fujioka and Minako Miyama as
Outside Director will have been seven (7) years and two (2) years, respectively.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company that includes the Directors as insureds. This insurance policy covers
compensation for damages, legal expenses, etc. incurred when claims for damages arise from liability borne by the insured
persons in the course of execution of their duties as Director. However, cases where there are legal violations in the conductof the insured persons are not covered. The full amount of the insurance premiums is borne by the Company, and theCompany plans to renew the insurance policy with the same details during their terms of office.
Pursuant to the provision of Article 427, paragraph (1) of the Companies Act, the Company has concluded an agreementwith each of Kei Fujioka and Minako Miyama to limit their liability for damages under Article 423, paragraph (1) of thesame Act. The maximum amount of their liability for damages under this agreement is the minimum liability amountprovided for by Article 425, paragraph (1) of the same Act. If Kei Fujioka and Minako Miyama are reelected, the Company
plans to renew the aforementioned agreements with each of them. Furthermore, if Kazushi Ambe is elected, the Company
plans to conclude an agreement, pursuant to the provision of Article 427, paragraph (1) of the Companies Act, with Kazushi
Ambe to limit his liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of his
liability for damages under this agreement will be the minimum liability amount provided for by Article 425, paragraph(1) of the same Act.

-6-

Proposal No. 2

Election of Two (2) Audit & Supervisory Board Members

At the conclusion of this Ordinary General Meeting of Shareholders, the four-year term of office of Minoru Chida,
Audit & Supervisory Board Member, will expire. Moreover, Isaki Sugiura, Audit & Supervisory Board Member, will
resign at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes theelection of two (2) Audit & Supervisory Board Members.
For the submission of this proposal to this Ordinary General Meeting of Shareholders, prior consent of the Audit &Supervisory Board has been obtained.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position
Apr. 1985
June 20091

2(Notes)

1.

2.
3.
4.

Number of theCompany’s shares
ownedJoined the Company
General Manager of Switch Engineering
Division, Switch Business Group
June 2013
Corporate Officer
June 2017Managing Director, Member of the Board
June 2018
Director, Member of the Board (retired in June
2020)
Toshiki Akita
Jan. 2020
Corporate Officer (current position)(December 15, 1962)
20,000 shares[Reasonsforthenomination as a candidate for Audit &New election
Supervisory Board Member]
Toshiki Akita has extensive experience and track record in
product development mainly in the Design and Technology
Development Divisions of the Company. We request his election
as Audit & Supervisory Board Member to have his abundant
experience, expertise and insight reflected in the auditing at theCompany.
Apr. 1993
Joined Toyota Motor Corporation
Jan. 2019
General Manager of Advanced Body
Technology Development Division
July 2019
General Manager of Body Development
Department, Vehicle Development Center(current position)
June 2020
Outside Audit & Supervisory Board Member of
the Company (current position)
Minoru Chida[Significant concurrent positions outside the Company](November 27, 1968)
General Manager of Body Development Department, Vehicle
Reelection
0 shares
Development Center, Toyota Motor Corporation
Outside Audit & Supervisory [Reasons for the nomination as a candidate for Outside Audit &Board Member
Supervisory Board Member]
While Minoru Chida has no experience of direct involvement in
the management of the company, he has been involved for longyears in the area of vehicle interior development and design at
Toyota Motor Corporation, and he has technical experience,expertise and insight in that area. We request his election as
Outside Audit & Supervisory Board Member to have hisabundant experience and, expertise and insight reflected in the
management of the Company.
Minoru Chida is a management executive officer of Toyota Motor Corporation (Specified Affiliated Business Operator).
He has also received remuneration, etc. from Toyota Motor Corporation during the past two (2) years, and is expected tocontinue to receive them. There is no special interest between the other candidate and the Company.
Minoru Chida is a candidate for Outside Audit & Supervisory Board Member.
At the conclusion of this Ordinary General Meeting of Shareholders, Minoru Chida’s tenure as Outside Audit &Supervisory Board Member will have been four (4) years.
The Company has entered into Audit & Supervisory Board Member liability insurance policy as provided for in Article
430-3, paragraph (1) of the Companies Act with an insurance company that includes the Audit & Supervisory Board-7-

Members as insureds. This insurance policy covers compensation for damages, legal expenses, etc. incurred when claims
for damages arise from liability borne by the insured persons in the course of execution of their duties as Audit &Supervisory Board Member. However, cases where there are legal violations in the conduct of the insured persons are notcovered. The full amount of the insurance premiums is borne by the Company, and the Company plans to renew theinsurance policy with the same details during their terms of office.
5. Pursuant to the provision of Article 427, paragraph (1) of the Companies Act, the Company has concluded an agreementwith Minoru Chida to limit his liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum
amount of his liability for damages under this agreement is the minimum liability amount provided for by Article 425,
paragraph (1) of the same Act. If Yoshinori Yamada is reelected, the Company plans to renew the aforementioned
agreement with him.

-8-

Proposal No. 3

Election of One (1) Substitute Audit & Supervisory Board Member

The Company proposes the election of one (1) substitute Outside Audit & Supervisory Board Member to prepare forshortages in the number of Audit & Supervisory Board Members stipulated by the law.
This proposal is to request the election of a substitute for Yoshinori Yamada, a current Outside Audit & Supervisory
Board Member, and Minoru Chida, who will assume the position of Outside Audit & Supervisory Board Member if
Proposal No. 2 is approved. When a substitute assumes the role of Audit & Supervisory Board Members, their term
will be the remaining term of their predecessor. For the submission of this proposal to this Ordinary General Meetingof Shareholders, prior consent of the Audit & Supervisory Board has been obtained.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position
Apr. 1991

Number of theCompany’s shares
owned

Attorney-at-law, admitted and belonging to the
Nagoya Bar Association (currently the Aichi
Bar Association)
Apr. 1991
Joined Kusuda Law Firm
Apr. 2000
Established Uozumi Law Firm (current
position)
Naoto Uozumi(March 21, 1964)
Apr. 2010
Vice President of the Aichi Bar Association
Outside Audit & Supervisory [Reasons for the nomination as a candidate for Substitute0 shares
Board Member
Outside Audit & Supervisory Board Member]
Independent Director
While Naoto Uozumi does not have experience in being directly
involved in company management, he has served as a lawyer for
many years, and we request his election as substitute Outside
Audit & Supervisory Board Member to have his abundant
experience, and high level of expertise reflected in the auditingat the Company.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Naoto Uozumi is a candidate for Substitute Outside Audit & Supervisory Board Member. He meets the requirements for
Independent Director under the regulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange, and if hiselection is approved under this proposal and he assumes the position of Audit & Supervisory Board Member, he will be
registered as an Independent Director under the regulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange.
3. The Company has entered into Audit & Supervisory Board Member liability insurance policy as provided for in Article
430-3, paragraph (1) of the Companies Act with an insurance company that includes the Audit & Supervisory Board
Members as insureds. This insurance policy covers compensation for damages, legal expenses, etc. incurred when claims
for damages arise from liability borne by the insured persons in the course of execution of their duties as Audit &Supervisory Board Member. However, cases where there are legal violations in the conduct of the insured persons are notcovered. The full amount of the insurance premiums is borne by the Company, and the Company plans to renew theinsurance policy with the same details during their terms of office. If the election of Naoto Uozumi under this proposal isapproved and he assumes the role of Audit & Supervisory Board Member, he will be insured under the applicable insurance
agreement.
4. Furthermore, if the election of Naoto Uozumi is approved under this resolution and he is elected, the Company plans toconclude an agreement, pursuant to the provision of Article 427, paragraph (1) of the Companies Act, with Naoto Uozumi
to limit his liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of his liability
for damages under this agreement will be the minimum liability amount provided for by Article 425, paragraph (1) of thesame Act.

-9-

(Reference) Director and Audit & Supervisory Board Member Skill Matrix (After the Ordinary General Meeting of Shareholders on
June 13, 2024)
The following chart denotes the skills and experience the Company expects each Director and Audit & Supervisory Board Member todemonstrate. It does not show all skills or experience of each member.

Name

Corporate

SDGs

Technology

Gender management/ development
governanceDiversity

Carbonneutrality

IT/DX

Compliance○Directors
Audit & Supervisory Board Members

Hiroyoshi
Ninoyu

Male

○

○

○

○

Masahiko
Sato

Male

○

○

○

○

Katsuyuki
Imaeda

Male

○

Kei
FujiokaMale○

MinakoMiyamaFemale○Kazushi
Ambe

Male

○

○

ToshiakiTsuchiya

Male

○

○

Toshiki
Akita

Male

○

Yoshinori
YamadaMale○

Minoru
Chida

Male

○

○

○

○

Finance

○
○

○
○

○

○

○

○

○

○

○

○

○
○

○
○

○
○

Sales

○

○

○
○

○

Overseas Manufacturing(Production
business engineering)○- 10 -○○○

Proposal No. 4

Payment of Bonuses to Directors

The Company proposes to pay bonuses to three (3) Directors, excluding Outside Directors, who were incumbent at
the end of the 77th fiscal year in the total amount of ¥48,206,000 based on the policy below, which was determinedby the Board of Directors.
The submission of this proposal to this Ordinary General Meeting of Shareholders was deliberated and reported onby the Remuneration Committee, which is chaired by an Outside Director, and was concluded to be appropriate.
(Reference) Policy on Determining Bonuses
A proposal for the bonus amount for each Director (excluding Outside Directors) will be prepared based on factors
such as consolidated operating income, which reflects the fundamental results of sales activities as a company, thebusiness environment, the amount of bonuses paid to employees and the evaluation of each individual Director’s
activity, and decided by the Board of Directors upon deliberation and reporting by the Remuneration Committee,
which is chaired by an Outside Director and was established as an advisory organization for the Board of Directors
for the purpose of enhancing independence and transparency of decisions at meetings of the Board of Directors, andreceiving approval for the total amount of bonus payments at the General Meeting of Shareholders.

- 11 -

Information
Information on Corporate Officers
The Corporate Officers to be in office following the conclusion of this Ordinary General Meeting of Shareholders
comprise three (3) of the Director candidates listed prior in this Notice, namely Hiroyoshi Ninoyu, MasahikoSato, and Katsuyuki Imaeda, and the six (6) individuals listed below.
Name
Kazuhiro Ikai

Toshiki Nogami

Taketoshi Sakurai

Position, responsibility, and significant concurrent positions outside the Company following
the conclusion of this Ordinary General Meeting of Shareholders

Corporate Officer[Significant concurrent positions outside the Company]
President, TRAM Inc.; Chairman of the Board, TAC Manufacturing, Inc.; Chairman of theBoard, TRMI Inc.; and Chairman of the Board, TRQSS, Inc.
Corporate Officer, responsible for the DX Promotion Department and Information Systems
Division, General Manager of DX Promotion Department, Chief of Design Process
Reformation
Corporate Officer, General Manager of Electronics Business Center, responsible for Special
Project Business Development, and responsible for Energy Storage Systems BusinessPreparation Dept.
[Significant concurrent positions outside the Company]
Director and President of TOKAI RIKA ADVANCED CO., LTD.

Koichiro Yamagishi

Corporate Officer, General Manager of Quality Assurance Center, responsible for DX
Promotion Department and Information Systems Div.

Satoru Ishida

Corporate Officer, General Manager of Sales GroupSumikazu Sasaki

Corporate Officer, General Manager of Corporate Group, responsible for Diversity Promotion
Dept.

- 12 -