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 4220)
June 5, 2018
To Shareholders with Voting Rights:
Kazuaki Tokiwa
Representative Director, President &COO
RIKEN TECHNOS CORPORATION
Main Office: 2-101, Kanda-Awajicho,
Chiyoda-ku, TokyoNOTICE OF
THE 89th ORDINARY 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 89th Ordinary General Meeting of Shareholders of RIKENTECHNOS CORPORATION (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 in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders (pages 3 through10), and exercise your voting rights by no later than 5:45 p.m. on Thursday, June 21, 2018, Japan time.
1. Date and Time:

Friday, June 22, 2018 at 10:00 a.m. Japan time

2. Place:

Nomura Conference Plaza Nihonbashi 6F Large Hall, Nihonbashi Muromachi
Nomura Building (YUITO) located at
2-4-3, Nihonbashimuromachi, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 89th term(from April 1, 2017 to March 31, 2018) and results of audits by Independent
Accountants and Audit & Supervisory Committee of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the 89th term (from April 1, 2017
to March 31, 2018)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 5 Directors (excluding Directors serving as Audit & Supervisory
Proposal 2:
Committee Members)
Election of 4 Directors serving as Audit & Supervisory Committee Members
Proposal 3:-1-

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Please bring this notice to the meeting venue as a material for the proceedings.
We appreciate your understanding and cooperation with the Company’s decision to set the temperature of
the air-conditioners at the meeting venue higher than usual on the meeting day as a power-saving initiative.
Please come to the meeting wearing light clothing.
We plan to hold a get-together for shareholders after the meeting concludes, so please feel free to attend that
as well.
Disclosure via the Internet
Among the documents to be provided upon the notification of convocation, the matters listed below areposted on the Company’s website pursuant to provisions of laws and regulations as well as Article 13 of theCompany’s Articles of Incorporation, and therefore are not provided in the Appendix of this Notice.
(1) Notes to the Consolidated Financial Statements, (2) Notes to the Non-consolidated Financial Statements
The above-mentioned matters posted on the Company’s website, together with the Appendix relating tomatters to be reported, are subject to audits by Independent Accountants and the Audit & Supervisory
Committee.
If any revisions are required in the Reference Documents for the General Meeting of Shareholders or in theBusiness Report, Non-consolidated Financial Statements, or Consolidated Financial Statements, the revised
versions will be posted on the Company’s website.
The Company’s website: https://www.rikentechnos.co.jp/-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The management of the Company has been positioning the distribution of profits to our shareholders
through increased corporate value in the mid- to long-term as one of the most important management issues
and makes it a basic policy to ensure a steady stream of dividends while considering future business
investment, enhancement of shareholders’ equity, and other factors, with an aim at a consolidated dividend
payout ratio of 30% or more.
Based on the above-mentioned policy, a year-end ordinary dividend for the 89th fiscal year (from April 1,2017 to March 31, 2018) of ¥6.00 per share is proposed.
(1) Type of dividend properties
Cash(2) Allocation of dividend properties to shareholders and total amount thereof¥6.00 per share of common stock of the Company
Total amount of dividends: ¥388,763,076
The annual dividend for the current fiscal year, including the interim dividend, will be ¥12.00 per
share, an increase of ¥1 per share from the previous fiscal year.
(3) Effective date of distribution of surplus
June 25, 2018-3-

Proposal 2:

Election of 5 Directors (excluding Directors serving as Audit & Supervisory Committee
Members)

The terms of office of all 5 Directors (excluding Directors serving as Audit & Supervisory Committee
Members) will expire at the conclusion of this meeting. Accordingly, the election of 5 Directors (excluding
Directors serving as Audit & Supervisory Committee Members) is proposed.
The Company selected each candidate for nomination in consultation with the voluntary Nomination
Committee chaired by an Independent Outside Director.
In addition, the Audit & Supervisory Committee has judged that each candidate is qualified as a Directorof the Company, after comprehensively evaluating the status of execution of duties, etc. in the 89th fiscal
year.
The candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members)
are as follows:

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1970
July 1995
June 2000

1

2

Number ofshares of theCompany held

Joined the Company
Deputy Managing Director, RIMTEC CORPORATION
Office Manager, Corporate Planning Office, RIKEN TECHNOSCORPORATION
Hiroshi Shimizu
June 2003
Managing Director, RIKEN (THAILAND) CO., LTD.
(December 9, 1947) June 2005
Director, RIKEN TECHNOS CORPORATION;Managing Director, RIKEN (THAILAND) CO., LTD.
92,700June 2007
Representative Managing Director, RIKEN TECHNOS[Reappointment]
CORPORATION
June 2008
Representative Senior Managing Director
April 2009
Representative Director & President
April 2016
Representative Director, Chairman & CEO (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Hiroshi Shimizu has played a leading role in the Group’s management since he assumed the office of Representative
Director & President in April 2009, and has extensive experience and achievements as a corporate manager. He has also
promoted a transparent corporate governance structure by separating management supervision from management execution
since he assumed the office of Representative Director, Chairman & CEO in April 2016. The Company nominated him as a
candidate for Director because we believe that he will continue to contribute to the supervision of the global groupmanagement by taking advantage of his many years of experience as Chairman of the Board and his management
experience at the Company and overseas group companies.
Joined the Company
March 1983
General Manager, Sales & Marketing Dept., RIMTEC
April 2002
CORPORATION
Kazuaki Tokiwa
Managing Director, RIKEN ELASTOMERS CORPORATION
January 2007
(October 8, 1960)
Deputy General Manager, Compound Div.; General Manager,
October 2011
Compound Sales & Marketing Dept., RIKEN TECHNOS
29,600CORPORATION[Reappointment]
April 2013
Vice Office Manager, Corporate Planning Office
June 2013
Director; Office Manager, Corporate Planning Office
Representative Director, President & COO (to present)
April 2016
[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Kazuaki Tokiwa carried out various measures to realize the Group’s management strategy and business plan in thecorporate planning division. He also has extensive experience and achievements as a corporate manager at the overseas
group companies. He has promoted various measures in the mid-term business plan by making use of the Company’s
global network and played a leading role in the Group’s management as Representative Director, President & COO sinceApril 2016. The Company nominated him as a candidate for Director because we believe that he will continue to contributeto the global group management.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1980
September 2006
April 2008
April 2012
June 2012
April 2014
June 2014

3

4

Number ofshares of theCompany held

Joined the Company
General Manager, Compound Sales & Marketing Dept.
General Manager, Purchasing Dept.
Masamitsu
General Manager, Procurement Div.
Sumiyoshi
Director; General Manager, Procurement Div.
(June 9, 1956)
Managing Director; General Manager, Sales & Marketing Div.
28,300
Representative Managing Director; General Manager, Sales &[Reappointment]
Marketing Div.
April 2016
Representative Director; Senior Managing Executive Officer;
General Manager, Sales & Marketing Div. (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Masamitsu Sumiyoshi has extensive work and management experience at the Company’s sales & marketing
department and procurement department. He has also contributed to strengthening the global competitiveness by promoting
a global sales structure, etc. as the Company’s Representative Director since June 2014 and forms the core of theCompany’s group management. The Company nominated him as a candidate for Director because we believe that he willcontinue to contribute to the global group management.
April 1981
Joined The Fuji Bank, Limited (current Mizuho Bank, Ltd.)
April 2009
Executive Officer; General Manager, Kobuna-cho Branch
May 2011
Join the Company
June 2011
Office Manager, Legal & Compliance Office
June 2012
Director; Office Manager, Legal & Compliance Office
April 2013
Director; General Manager, Administrative Div.; General
Junji Irie
Manager, General Affairs Dept
(July 27, 1958)
April 2016
Director, Managing Executive Officer; General Manager,
Administrative Div.; General Manager, Corporate Planning Div
29,100[Reappointment]
January 2017
Director, Managing Executive Officer; General Manager,
Administrative Div.; General Manager, Corporate Planning Div.;
General Manager, General Affairs Dept
April 2017
Director, Managing Executive Officer; General Manager,
Administrative Div.; General Manager, General Affairs Dept
October 2017
Director, Managing Executive Officer; General Manager,
Administrative Div (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Junji Irie has extensive work experience at leading commercial banks and has considerable insight into management
derived from his experience working as a corporate executive. He has also carried out operational reforms and revised thecorporate governance structure at the Company’s administration division and legal division, and thereby has contributed tostrengthening the effectiveness of the Board of Directors’ decision-making and supervising function. He has also gained
experience in streamlining the group management at the Company’s corporate planning department. The Company
nominated him as a candidate for Director because we believe that he will henceforth contribute to the establishment
administrative structure of the group by taking advantage of group synergy.

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No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1985
June 2008

5

Number ofshares of theCompany held

Joined the Company
Office Manager, Nagoya Sales Office; Office Manager,
Compound Vehicle R&D Office
March 2010
Deputy General Manager, Compound Div.
Gakuyuki Kajiyama April 2011
Vice Office Manager, Corporate Planning Office(October 29, 1962) September 2011 Managing Director, RIKEN ELASTOMERS CORPORATION
April 2016
Executive Officer, RIKEN TECHNOS CORPORATION;
15,300[Reappointment]
Managing Director, RIKEN ELASTOMERS CORPORATION
April 2017
Senior Executive Officer; General Manager, Corporate PlanningDiv., RIKEN TECHNOS CORPORATION
June 2017
Director, Senior Executive Officer; General Manager, Corporate
Planning Div. (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Gakuyuki Kajiyama has extensive work experience at the Company’s technical department and sales & marketing
department. He has also contributed to strengthening the global competitiveness including promoting a global sales &marketing structure focused on North America, as a corporate manager of overseas group companies. He has engaged in
the formulation and planning of management and business strategy of the entire Group in the Company’s corporate
planning department since April 2017, and has promoted various measures in the mid-term business plan. The Company
nominated him as a candidate for Director because we believe that he will continue to contribute to the global groupmanagement.
(Note) No special interests exist between any of the above candidates and the Company.

-7-

Proposal 3:

Election of 4 Directors serving as Audit & Supervisory Committee Members

The terms of office of all 4 Directors serving as Audit & Supervisory Committee Members will expire at
the conclusion of this meeting. Accordingly, the election of 4 Directors serving as Audit & Supervisory
Committee Members is proposed.
The Audit & Supervisory Committee previously has given its approval.
The candidates for Directors serving as Audit & Supervisory Committee Members are as follows:

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
October 1997
April 2006
June 2008
April 2010
September 2012
January 2016
April 2016

1

2

Number ofshares of theCompany held

Joined the Company
Office Manager, Legal Office
Office Manager, Corporate Planning Office
General Manager, Accounting Dept.
Masato Koizumi
General Manager, Computer System Development Dept.
(October 24, 1959)
Office Manager, Operational Administration Office
3,300
Executive Officer; Office Manager, Operational Administration[New appointment]
OfficeJanuary 2017
Executive Officer; Office Manager, Operational Administration
Office; General Manager, Computer System Development Dept.
April 2018
Director assigned to Sales & Marketing Div. (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director serving as Audit & Supervisory Committee Member]
Mr. Masato Koizumi has extensive work experience at the Company’s administrative department, corporate planningdepartment, and sales and marketing department. He also has significant insight into management derived from his
experience serving as the Company’s Executive Officer since April 2016. The Company nominated him as a candidate for
Director serving as Audit & Supervisory Committee Member because we believe that he will contribute to the auditing andsupervision of the Group’s management by taking advantage of the aforesaid knowledge and experience.
April 1972
Joined The Taiyo Bank Limited (current Sumitomo Mitsui
Banking Corporation)
April 2006
Executive Officer; General Manager, East Japan the 3rd
Corporate Marketing Div.; Sumitomo Mitsui Banking
Takayuki
Corporation
Hayakawa
April 2008
Executive Officer; General Manager, East Tokyo Corporate(February 16, 1954)
Marketing Div.
May 2009
Senior Managing Executive Officer, Ginsen Co., Ltd.
Representative Director & President, Yoei Holding Co., Ltd.;[Reappointment] June 2010
5,900
Representative Director & President, Yoei Co., Ltd.
[Outside Director]
June 2013
Outside Corporate Auditor, RIKEN TECHNOS[Independent
CORPORATION
Director]
June 2016
Outside Director serving as Audit & Supervisory Committee
Member (to present)[Significant concurrent positions]・Outside Director, TKP Corporation
・Outside Director, Toyo Kosan Co., Ltd.
[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member]
Mr. Takayuki Hayakawa has considerable knowledge about finance and accounting and wide knowledge about corporate
management derived from his many years of experience working at leading commercial banks. He also has deep insight
into management derived from his experience as a corporate executive at each company. He has provided wide-ranging andobjective audits and advice to the management as an Outside Corporate Auditor of the Company since June 2013 and as an
Outside Director serving as Audit & Supervisory Committee Member since June 2016. The Company nominated him as a
candidate for Outside Director serving as Audit & Supervisory Committee Member because we believe that he willcontinue to contribute to the auditing and supervision of the Group’s management.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1976

3

Number ofshares of theCompany held

Joined The Saitama Bank, Ltd. (current Saitama Resona Bank,
Limited)June 2005
Managing Executive Officer in charge of Finance Div., Resona
Bank, Limited
June 2006
Director, Senior Managing Executive Officer in charge of
Shigeharu
Finance Div. and in charge of Corporate Governance OfficeNakamura
June 2008
Representative Director, Vice President, & Executive Officer in(September 17,
charge of Human Resources Division and in charge of Corporate
1953)
Governance Secretariat
April 2012
Representative Director & President, Resona Research Institute
2,600[Reappointment]
Co., Ltd.
[Outside Director]
April 2014
Advisor[Independent
June 2014
Outside Corporate Auditor, RIKEN TECHNOS
Director]
CORPORATION
June 2016
Outside Director serving as Audit & Supervisory Committee
Member (to present)[Significant concurrent positions]・Director and Audit & Supervisory Committee Member, TOYO KANETSU K.K.
・Auditor, F-TECH INC.
[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member]
Mr. Shigeharu Nakamura has many years of experience as an officer responsible for risk management and corporate
governance at leading commercial banks, as well as deep insight into management derived from his experience as acorporate executive at each company. He has provided audits and advice to the management from wide and objective
perspective as an Outside Corporate Auditor of the Company from June 2014 and as an Outside Director serving as Audit &Supervisory Committee Member from June 2016. The Company nominated him as a candidate for Outside Director serving
as Audit & Supervisory Committee Member because we believe that he will continue to contribute to the auditing andsupervision of the Group’s management.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1982

4

Joined The Yasuda Fire and Marine Insurance Co., Ltd. (current
Sompo Japan Nipponkoa Insurance Inc.)
April 2007
General Manager, Kanagawa Service Center, Sompo Japan
Insurance Inc. (current Sompo Japan Nipponkoa Insurance Inc.)
April 2010
General Manager, The 2nd Sales Dept., Kanto Service Center,
Sompo Japan Nipponkoa Insurance Inc.
Kazuma Shibata
April 2012
Executive Officer; General Manager, Sales Dept., Tokyo Service(November 10, 1957)
CenterApril 2013
Executive Officer; General Manager, The 1st Tokyo Insurance[New appointment]
0
Claims Service Dept.; General Manager, The 2nd Tokyo[Outside Director]
Insurance Claims Service Dept.
[Independent
October 2013
Executive Officer; General Manager, The 2nd Tokyo Insurance
Director]
Claims Service Dept.; Special Mission General Manager, The 1st
Tokyo Insurance Claims Service Dept.
April 2014
Auditor, National Hospital Organization
April 2016
Director, National Hospital Organization[Significant concurrent positions]
None[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member]
Mr. Kazuma Shibata has deep insight into management derived from his involvement in companies in various types ofbusinesses and industries through his experience working in a casualty insurance company, etc. The Company nominatedhim as a candidate for Outside Director serving as Audit & Supervisory Committee Member because we believe that he will
henceforth contribute to the auditing and supervision of the Group’s management as the Company’s Outside Director.
(Notes)1. No special interests exist between any of the above candidates and the Company.
2. Matters concerning candidates for Outside Directors:(1) Messrs. Takayuki Hayakawa, Shigeharu Nakamura, and Kazuma Shibata are candidates for Outside Directors
serving as Audit & Supervisory Committee Members.
(2) Messrs. Takayuki Hayakawa and Shigeharu Nakamura are currently Outside Directors serving as Audit &Supervisory Committee Members of the Company, and their terms of office will be two years at the conclusion ofthis meeting.
(3) Mr. Shigeharu Nakamura is scheduled to become an External Director of The Shoko Chukin Bank，Ltd. on June 21,
2018.
(4) The Company has entered into agreements with Messrs. Takayuki Hayakawa and Shigeharu Nakamura to limit
their liability for damages pursuant to Article 427, Paragraph 1 of the Companies Act. If their reelection isapproved, the Company will continue the said agreements with them. If the election of Mr. Kazuma Shibata for
Outside Director serving as Audit & Supervisory Committee Member is approved, the Company will also enter
into the said agreement with him. The maximum amount of liability under the said agreement is the minimum
liability amount stipulated by laws and regulations.
(5) The Company currently registers Messrs. Takayuki Hayakawa and Shigeharu Nakamura as Independent Directors
stipulated by the Tokyo Stock Exchange. If their reelection is approved, the Company will continue to registerthem as Independent Directors. If the election of Mr. Kazuma Shibata for Outside Director serving as Audit &Supervisory Committee Member is approved, the Company will register him as an Independent Director stipulatedby the Tokyo Stock Exchange.

- 10 -