Conclusion of Final Agreement
Regarding the Consolidation
through Establishment ofa Joint Holding CompanyMay 23,2023

Riken Corporation

Nippon Piston Ring Co., Ltd.

President and Representative Director,
CEO & COO

President and Representative Director

Yasunori Maekawa

Teruo Takahashi

Riken Corporation (RIKEN) and Nippon Piston Ring Co.,
Ltd. (NPR) will consolidate our operations to contributeto the achievement of a sustainable society. *The Consolidation is planned to come into force on October 2, 2023, subject to approval at each company’s Ordinary General Meeting ofShareholders to be held on June 23, 2023.

Conclusion of Final Contract
Regarding the Consolidation
経営統合に関する最終契約の締結について

2

ContentsI.

Consolidation Scheme, etc.

II.

Purposes of the Consolidation

III.

Synergies through theConsolidation
Conclusion of Final Contract Regarding the Consolidation

3

I. Consolidation
Scheme, etc.

4

I. Consolidation Scheme, etc.

Summary of the Consolidation
NPR-RIKEN CORPORATION, a joint holding company, isformed by means of mutual stock transfer
Current status
Riken
Share
holders

NPR
Share
holders

After the Consolidation
Current RIKEN
Shareholders

NPR-RIKENCORPORATION
100%▼Assumed schedule (planned)
May 23, 2023 (today)
Conclusion of final
Agreement regarding
the Consolidation andpreparation of thestock transfer plan

Current NPR
Shareholders

100%

From October 2, 2023 (scheduled)
June 23, 2023(scheduled)

September 28,2023 (scheduled)

Ordinary General
Shareholders’ Meeting(Resolution to approve
proposals regarding theConsolidation)

Tokyo Stock
Exchange (TSE)
delisting date

October 02, 2023(scheduled)• Effective date of theshare transfer• The joint holding
company shares listingdate

Conclusion of Final Contract Regarding the Consolidation

5I. Consolidation Scheme, etc.

Summary of the Consolidation

Ratio of stock transfer

Common stock ofNPR-RIKEN

Riken

Nippon Piston Ring

21.02

•One share of RIKEN common stock will be transferred to 2
NPR-RIKEN common stock•One share of NPR common stock will be transferred to 1.02
NPR-RIKEN common stock

Conclusion of Final Contract Regarding the Consolidation

6

2021
SpringJuly 27,2022
May 23,2023
June 23,
2023

October
2, 2023

Started the investigation toachieve the Consolidation

Concluded the Memorandumof Understanding
regarding the Consolidation
Conclusion ofFinal Agreement
regarding the Consolidation
Ordinary General Meeting ofShareholders to approve theshare transfer plan (scheduled)

List NPR-RIKEN CORPORATION
as the joint holding company on
Tokyo Stock Exchange (scheduled)

I. Consolidation Scheme, etc.

Process of the Consolidation

Conclusion of Final Contract
経営統合に関する最終契約の締結について
Regarding the Consolidation

7

I. Consolidation Scheme, etc.

Status after the Consolidation

Trade name

NPR-RIKEN CORPORATION

Description ofbusiness

Manufacture and sale of automotive-related products; manufacture and saleof shipping-related and other products; etc.

Head Office
Address

8-1, Sanbancho, Chiyoda-ku, Tokyo

Locations of main
office functions

Tokyo Main Office ：8-1 Sanbancho, Chiyoda-ku, Tokyo
Saitama Main Office：5-12-10 Honmachi Higashi, Chuo-ku, Saitama City ,Saitama

Organization
structure andofficers

1. Structure：The company governed through an audit and supervisory committee
2. Representative Directors：
Chairman and Representative Director, CEO Yasunori Maekawa (To be selected)
President and Representative Director, COO Teruo Takahashi(To be selected)
3. Number of Directors：13Yasunori Maekawa
Teruo Takahashi
Kaoru ItohYuji Sakamoto
Hidehiro SakabaMasaaki Fujita
Eiji Hirano
Masako Kurosawa
Kouei Watanabe
Hiroto Koeba
Osamu Honda
Hiroki Kimura
Tatsuya Sakuma

Capital5,000 million yen

Stock Exchange
Listing

Tokyo Stock Exchange Prime Market
Conclusion of Final Contract Regarding the Consolidation

8I. Consolidation Scheme, etc.

(Reference) Company Profile of RIKEN and NPR

Company profile of RIKEN and NPR (as of March 31, 2023)

Trade nameRiken Corporation

Nippon Piston Ring Co., Ltd.

Address

8-1, Sanbancho, Chiyoda-ku,Tokyo

5-12-10, Honmachi-Higashi,Chuo-ku, Saitama City, Saitama

Name and title ofrepresentative

President and Representative
Director, CEO & COO
Yasunori Maekawa

President and Representative
Director
Teruo Takahashi

Description ofbusiness

Manufacture and sale ofautomobile parts, other industrial
parts, etc.

Manufacture and sale of automotiverelated products; manufacture and saleof marine-related and other products;
etc.

Capital8,627 million yen

9,839 million yen

Established

December 1, 1949

December 20, 1934

Number of employees(including affiliatedcompanies)

1,206 employees(4,153 employees)

586 employees(3,036 employees)

Conclusion of Final Contract Regarding the Consolidation

9II. Purposes of theConsolidation

II. Purposes of the Consolidation

Background and Vision of the Consolidation
Big Synergies

AutomotiveIndustry

With ourbrandWith our integrated governance, we will promote management
resource allocation to cultivate future core businesses

Structural change in theautomotive and parts industry
Contributing to theadvancement ofmotorization worldwide

Expansion into new industrial areas

Expand Growth
Opportunities
Increase demand for new
functional components

・・Key issues for achieving sustainable growthand increasing corporate value for NPR-RIKEN

Need to increase investment
in new business areas

Contributing to thedevelopment of the global
automotive industry

Industry
Restructuring

Major Environmental
Changes

SDGs ESG
Decarbonization

Shrinking engine parts
marketDevelopment of eco-friendly
engine parts

Carbon Neutral

Our mission

Amid the Major
Transformation

Contribute to the creation of asustainable society
Conclusion of Final Contract Regarding the Consolidation

11II. Purposes of the Consolidation

Significance of the Consolidation• We will provide superior long-term
economic value for our shareholders
through effective use of their investedcapital.
• We will offer products and services that
continually exceed our customers’
increasing expectations through constantinnovation and continued advancements inknowledge and technology.
• We will continuously renew ourselves byencouraging initiative and entrepreneurism
and by being constantly committed tochange.

• Since our founding, we have continued to study
surface treatment, processing, and materials
technologies in our main piston ring businessand other products, contributing to thedevelopment of the global automotive
industry for more than 90 years• We respond with flexibility to changes in theenvironment and secure appropriate levelsof profits to reflect our appreciation of
our shareholders, suppliers, andbusiness partners.
• In harmony with society, we contribute to
the progress of human beings by
securing the position of a global
comprehensive parts manufacturer.
• We strive for the prosperity of thecorporation and welfare of its employees
through perpetual efforts for innovationand improvement in performance.

• Established in 1934 and succeeded in themass production of piston rings made inJapan• NPR has contributed to the developmentof motorization worldwide through theprovision of high-performance, high-quality
piston rings, valve seat inserts, camshafts,
and other parts primarily for use in internal
combustion engines, manufactured using its
own original techniques and technologies.

Same industry
andcomplementary

Origins andpresent• Established in 1927 in order to commercialize
the research of RIKEN (the Institute of Physicaland Chemical Research)• We pursue every business operation on theprinciple of placing the No. 1 priority on
customers.

High affinity

Management philosophy• We will be a leading corporate citizen thatalways operates with respect for the laws,environment, safety and the overall wellbeing of the global communities where we
conduct our business.

Conclusion of Final Contract Regarding the Consolidation

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III. Synergies throughthe Consolidation

13

III. Synergies through the Consolidation

Expected Synergies

12

Strengthen existing
businesses by reallocating
management resources,and quick development ofcore products for futurebusiness

SYNERGY

Strengthen thecapabilities to respond to
an increasingly
decarbonized society

345

Reduce costs throughshared use ofinfrastructure and otherresources

Reduce manufacturingcosts by improving
production efficiency
through shared productintegration, and achieve
proper fulfillment of
supply responsibilities

Advance skills throughpersonnel andtechnology exchanges

Conclusion of Final Contract Regarding the Consolidation

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III. Synergies through the Consolidation

Strengthen existing businesses by reallocating management
resources, and quick development of the future core products•Adjust capital expenditure, wide-range product optimization, andfocus on development targets•Boldly allocate the management resources to the next corebusinesses and new product fields by improving the efficiency ofexisting businesses

Generate many seeds of nextgeneration core products
ThermalEngineering
Business

EMC BusinessHydrogen andNew Energy
Business

Next Generation
New Business(Non-ICE Business)

Develop and establish newproduct businesses
Medical Device BusinessElectrification and Robotics
Business
Motor Business

Conclusion of Final Contract Regarding the Consolidation

15

III. Synergies through the Consolidation

Accelerate Efforts to Achieve Decarbonization
Integrate and develop technologies and resources owned by bothcompanies to manufacture carbon neutrality products

Our Businessand Markets
Productswith excellent
environmental

Rapid ChangetoDecarbonizedSociety

Provide highvalue-added
products

performance

ReducecarbonSYNERGY

dioxideemissions

Increase
Awareness ofEnvironmental
Issues

Accelerate initiatives for adecarbonized
Futurecore
businesses

society by theConsolidation

Shift to new
product
fieldsConclusion of Final Contract Regarding the Consolidation

16