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.

Securities Code: 6995
May 23, 2019
Dear Shareholders:
Kenji Miura
President
TOKAI RIKA CO., LTD.
3-260 Toyota, Oguchi-cho, Niwa-gun, Aichi, Japan

Notice of the 72nd Ordinary General Meeting of Shareholders
You are cordially invited to attend the 72nd Ordinary General Meeting of Shareholders of TOKAI RIKA CO., LTD.
(the “Company”), which will be held as indicated below.
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 andexercise your voting rights by 5:20 p.m. on Tuesday, June 11, 2019 (Japan Time).
1. Date and Time: Wednesday, June 12, 2019, 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 72nd fiscal year (from April 1, 2018 to March 31, 2019)
2. The results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Resolutions
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Thirteen (13) Directors
Proposal No. 3
Election of Two (2) Audit & Supervisory Board Members
Proposal No. 4
Payment of Bonuses to Directors-

Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements are not included in the
documents (omitted from this translation) attached to this notice, but are posted on the Company’s website below (in Japaneseonly), pursuant to the provisions of laws and regulations and the Company’s Articles of Incorporation. The Consolidated Financial
Statements and Non-Consolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Board
include the Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements posted on the
Company’s website, in addition to the documents (omitted from this translation) attached to this notice.
- If there are any amendments to the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, or the Non-Consolidated Financial Statements, the revised version will be posted on the
Company’s website below (in Japanese only):
Company’s Website: http://www.tokai-rika.co.jp/investors/-1-

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

Appropriation of Surplus

The Company regards the interest of shareholders as an important management policy, and has a basic dividend
policy of determining the amount of dividends by comprehensively considering business performance, etc. as well
as a target dividend payout ratio of 30% as a guide, while striving to maintain stable dividend payment. In
accordance with this policy, the Company proposes to pay year-end dividends for the 72nd fiscal year as follows:
Year-end dividends(1) Allotment of dividend property to shareholders and their aggregate amount¥32 per common share of the Company
Total payment: ¥2,919,995,136(2) Effective date of dividends of surplus
Thursday, June 13, 2019
Accordingly, the total amount of dividends for the 72nd fiscal year will be ¥64 per share (the payout ratio is 32%).

-2-

Proposal No. 2

Election of Thirteen (13) Directors

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all thirteen (13)currently serving Directors will expire. Therefore, the Company proposes the election of thirteen (13) Directors.
The candidates for Director are as follows:
Candidate
No.
1
2
3
4
5
6
7
8
9
10
11

12

13

Name

Current position

Reelection
Kenji Miura
Reelection
Koki Sato
Reelection
Kazuhiko Noguchi
Reelection
Yoshihiro Tanaka
Reelection
Hideki Ono
Reelection
Shigeru Hayashi
Reelection
Toshiki Akita
Reelection
Koki Imaeda
Reelection
Hiroshi Nishida
Reelection
Masato Hotta
Reelection
Masahiko Sato
Reelection
Outside Director
Independent Director
Yasushi Yamanaka
Reelection
Outside Director
Independent Director
Kei Fujioka

President
Director, Member of the Board, Executive Vice President
Director, Member of the Board, Executive Vice President
Director, Member of the Board, Senior Managing Officer
Director, Member of the Board, Senior Managing Officer
Director, Member of the Board, Managing Officer
Director, Member of the Board, Managing Officer
Director, Member of the Board, Managing Officer
Director, Member of the Board, Managing Officer
Director, Member of the Board, Corporate Officer
Director, Member of the Board, Corporate Officer

Director, Member of the Board

Director, Member of the Board-3-

Candidate
No.

Name
(Date of birth)

Career summary and position
Apr. 1978

1

Kenji Miura(January 4, 1955)
Reelection

Jan. 2003
June 2007
Apr. 2013
June 2013
June 2015
Apr. 1982
Jan. 2006
June 2008

2

Koki Sato(March 19, 1960)
Reelection

June 2010
June 2011
June 2013
June 2016
June 20183

Kazuhiko Noguchi(January 6, 1957)
Reelection

4

Yoshihiro Tanaka(April 8, 1958)
Reelection

Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
Executive Vice President of Toyota Motor
Europe Manufacturing S.A./N.V.
Managing Officer of Toyota Motor Corporation
Associate Director of the Company
Executive Vice President
President (current position)
Joined the Company
General Manager, Safety Engineering Division,
Safety Business Group
Vice President of Quality Safety Systems
Company (currently TRQSS, Inc.)
Director, Member of the Board of the Company
Corporate Officer
Managing Director, Member of the Board
Senior Managing Director, Member of the
Board
Director, Member of the Board, Executive Vice
President (current position)[Responsibility]
In charge of Engineering, General Planning and Sales
Safety Business Groups[Significant concurrent positions outside the Company]
Chairman of the Board of TRAM, Inc.
Apr. 1979
Joined the Company
Jan. 2005
General Manager, Oguchi Production Division,
Switch Business Group
Jan. 2008
President of TRMI, Inc.
June 2011
Corporate Officer of the Company
June 2014
Managing Director, Member of the Board
June 2017
Senior Managing Director, Member of the
Board
June 2018
Director, Member of the Board, Executive Vice
President (current position)[Responsibility]
In charge of Production Engineering and Production
Switch Business Groups
Apr. 1981
Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
Sept. 2006
General Manager, Logistics Planning Division
Jan. 2011
Associate Director of the Company
June 2011
Corporate Officer
June 2013
Managing Director, Member of the Board
June 2016
Senior Managing Director, Member of the
Board
Senior Managing Officer (current position)
June 2018
Director, Member of the Board (current
position)[Responsibility]
Security Business Group, Production Center, Information
Systems Division and Purchasing Division-4-

Number of theCompany’s shares
owned

13,400 shares

14,800 shares

11,200 shares

13,200 shares

Candidate
No.

5

Name
(Date of birth)

Hideki Ono(May 11, 1959)
Reelection

Career summary and position
Apr. 1984
Jan. 2010
Jan. 2016
June 2016
June 2017
Apr. 20196

Shigeru Hayashi(February 18, 1960)
Reelection

7

Toshiki Akita(December 15, 1962)
Reelection

8

Koki Imaeda(March 1, 1964)
Reelection

9

Hiroshi Nishida(September 13, 1959)
Reelection

Joined Toyota Motor Corporation
General Manager, TQM Promotion Division
Associate Director of the Company
Corporate Officer
Director, Member of the Board (current
position)
Senior Managing Officer (current position)[Responsibility]
Quality Assurance Center
Apr. 1983
Joined the Company
Jan. 2008
General Manager, Connector Division, Security
Business Group
June 2011
Associate Director
June 2013
Corporate Officer
June 2017Managing Director, Member of the Board
Managing Officer (current position)
June 2018
Director, Member of the Board (current
position)[Responsibility]
Production Engineering Center
Apr. 1985
Joined the Company
June 2009
General Manager, Switch Engineering Division,
Switch Business Group
June 2013
Corporate Officer
June 2017Managing Director, Member of the Board
Managing Officer (current position)
June 2018
Director, Member of the Board (current
position)[Responsibility]
Research & Development Center
Apr. 1986
Joined the Company
June 2013
General Manager, Electronics Engineering
Division, Electronics Business Group
June 2014
Corporate Officer
June 2018
Director, Member of the Board, Managing
Officer (current position)[Responsibility]
Electronics Center[Significant concurrent positions outside the Company]
President of TOKAI RIKA ADVANCED CO., LTD.
Apr. 1983
Joined Toyota Motor Corporation
Jan. 2011
Senior Vice President of Toyota Motor Sales,
U.S.A., Inc.
Jan. 2015
Associate Director of the Company
June 2015
Corporate Officer
June 2018
Director, Member of the Board (current
position)
Apr. 2019
Managing Officer (current position)[Responsibility]
General Administration Division, Human Resources Division,and Finance & Accounting Division-5-

Number of theCompany’s shares
owned

8,500 shares

9,000 shares

7,300 shares

5,700 shares

8,000 shares

Candidate
No.

Name
(Date of birth)

Career summary and position
Apr. 1982

Masato Hotta(July 11, 1959)
Reelection

10

11

12

13

Notes:

1.

2.

3.

4.
5.

Jan. 2010
Jan. 2011
Jan. 2014
June 2015
June 2018

Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
General Manager, North America Division
General Manager, Europe Division
Associate Director of the Company
Corporate Officer (current position)
Director, Member of the Board (current
position)

Number of theCompany’s sharesowned

6,900 shares[Responsibility]
Business Management Center, General Planning Division
Apr. 1985
Joined the Company
June 2009
General Manager, Sales Division I
June 2013
Associate Director
June 2016
Corporate Officer (current position)
June 2018
Director, Member of the Board (current
Masahiko Satoposition)(October 31, 1962)
4,100 shares
Reelection[Responsibility]
Sales Group[Significant concurrent positions outside the Company]
Chairman of the Board of Tokairika (Jiangsu) Automotive Parts
Co., Ltd
Apr. 1979
Joined Nippondenso Co., Ltd. (currently
DENSO CORPORATION)
June 2005
Executive Director
Yasushi Yamanaka
June 2014
Senior Executive Director(March 10, 1957)
June 2015
Director, Member of the Board of the Company
1,000 shares
Reelection(current position)
Outside Director
June 2015
Executive Vice President of DENSO
Independent Director
CORPORATION (current position)[Significant concurrent positions outside the Company]
Executive Vice President of DENSO CORPORATION
Apr. 1977
Joined MITSUI-SOKO Co., Ltd.
June 2012
President and CEO
Oct. 2014
President and CEO of MITSUI-SOKO
Kei Fujioka
HOLDINGS Co., Ltd.
(December 23, 1953)
June 2017
Director, Member of the Board of the Company
0 shares
Reelection(current position)
Outside Director
June 2017
Advisor of MITSUI-SOKO HOLDINGS Co.,
Independent Director
Ltd. (current position)[Significant concurrent positions outside the Company]
Advisor of MITSUI-SOKO HOLDINGS Co., Ltd.
Yasushi Yamanaka serves concurrently as Director of the Company and Executive Vice President of DENSOCORPORATION, which has a commercial relationship with the Company and also competes with the Company inbusiness related to automobile parts. There is no special interest between the other candidates and the Company.
Yasushi Yamanaka and Kei Fujioka are candidates for Outside Director. The Company registered each of them with theTokyo Stock Exchange and the Nagoya Stock Exchange as Independent Director pursuant to the rules of each Stock
Exchange and plans to reappoint each of them as Independent Director if they are reelected.
Yasushi Yamanaka and Kei Fujioka are nominated as candidates for Outside Director as the Company believes that bothof them have outstanding personal characteristics and insight and are able to apply their excellent management insight tothe management of the Company.
At the conclusion of this Ordinary General Meeting of Shareholders, the tenures of Yasushi Yamanaka and Kei Fujioka
as Outside Director will have been four (4) years and two (2) years, respectively.
Pursuant to the provision of Article 427, paragraph 1 of the Companies Act, the Company has concluded an agreementwith each of Yasushi Yamanaka and Kei Fujioka to limit their liability for damages under Article 423, paragraph 1 of theCompanies Act. The maximum amount of their liability for damages under this agreement is the minimum liability-6-amount provided for by Article 425, paragraph 1 of the same Act. If Mr. Yamanaka and Mr. Fujioka are reelected, theCompany plans to renew the aforementioned agreements with each of them.

-7-Proposal No. 3

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Takahiko Ijichi and Yoshinori Yamada, standing Audit & Supervisory Board Members, will
expire 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, a prior consent of the Audit& Supervisory Board has been obtained.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position
Oct. 1988
Sept. 2006

1

2

Notes:

1.
2.

3.

4.

5.

Number of theCompany’s shares
ownedJoined Ito Accounting OfficeSenior Partner, PricewaterhouseCoopers Aarata(currently PricewaterhouseCoopers Aarata
LLC)
July 2012
Head of Yamada Management Accounting
Office (certified public accountant office)(current position)
Dec. 2012
Head of Yamada Management Accounting
Yoshinori Yamada
Office (certified tax accountant office) (current(September 9, 1961)
position)
400 shares
Reelection
July 2013
Senior Researcher, The Japanese Institute ofIndependent Audit &Certified Public Accountants
Supervisory Board Member
June 2015
Audit & Supervisory Board Member of theCompany (current position)[Significant concurrent positions outside the Company]
Head of Yamada Management Accounting Office (certified
public accountant and certified tax accountant office)Outside Corporate Auditor, Kyowa Leather Cloth Co., Ltd.
Outside Auditor, Trinity Industrial Corporation
Outside Director, Brass Corporation
Apr. 1977
Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
Jan. 2001
President, Toyota Technical Center U.S.A., Inc.
June 2008
Senior Managing Director, Toyota Motor
Tadashi Yamashina
Corporation(May 8, 1951)
Apr. 2014
President, Toyota Housing Corporation (current
0 shares
New election
position)Independent Audit &June 2016
Director, Misawa Homes Co., Ltd. (current
Supervisory Board Member
position)[Significant concurrent positions outside the Company]
President, Toyota Housing Corporation
Director, Misawa Homes Co., Ltd.
There is no special interest between any of the candidates and the Company.
Yoshinori Yamada and Tadashi Yamashina are candidates for Outside Audit & Supervisory Board Members. The
Company registered Yoshinori Yamada with the Tokyo Stock Exchange and the Nagoya Stock Exchange as an
Independent Audit & Supervisory Board Member pursuant to the rules of each Stock Exchange, and the Company plans
to maintain such registration if he is reelected. Tadashi Yamashina also satisfies the requirements for Independent Audit& Supervisory Board Member pursuant to the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange, andthe Company plans to register him as an Independent Audit & Supervisory Board Member if he is elected.
Although Yoshinori Yamada has not been directly involved in the management of a company, he is nominated as a
candidate for Outside Audit & Supervisory Board Member as the Company believes that he is able to apply his expertiseand knowledge as a certified public accountant to the audit of the Company.
Tadashi Yamashina is nominated as a candidate for Outside Audit & Supervisory Board Member as the Company
believes that he has outstanding personal characteristics and insight and is able to apply his excellent management
insight to the audit of the Company.
At the conclusion of this Ordinary General Meeting of Shareholders, Yoshinori Yamada’s tenure as Outside Audit &Supervisory Board Member will have been four (4) years.

-8-6. Pursuant to the provision of Article 427, paragraph 1 of the Companies Act, the Company has concluded an agreementwith Yoshinori Yamada 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 Mr. Yamada is reelected, the Company plans to renew the aforementioned
agreement with him.
7. If Tadashi Yamashina is elected, the Company plans to conclude an agreement, pursuant to the provision of Article 427,
paragraph 1 of the Companies Act, with Mr. Yamashina to limit his liability for damages under Article 423, paragraph 1of 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.

-9-

Proposal No. 4:

Payment of Bonuses to Directors

The Company proposes to pay bonuses to thirteen (13) Directors, including two (2) Outside Directors, who wereincumbent at the end of the 72nd fiscal year in the total amount of ¥133,458,000 (including ¥1,150,000 for Outside
Directors) in consideration of the business performance for the 72nd fiscal year and other factors.

- 10 -

Information

Information on Corporate Officers
The eleven (11) officers indicated below are Corporate Officers as of April 1, 2019, in addition to eleven (11) of thecandidates for Director listed prior in this notice: Kenji Miura, Koki Sato, Kazuhiko Noguchi, Yoshihiro Tanaka,
Hideki Ono, Shigeru Hayashi, Toshiki Akita, Koki Imaeda, Hiroshi Nishida, Masato Hotta and Masahiko Sato.
Name

Kazuhiro Ikai
Toshiki Nogami
Masami Nagaya
Yoshihiro Kondo
Yasutaka Watanabe
Naohiko Inoue

Taketoshi Sakurai
Motoyasu Makino

Yoshiyuki Aoki

Yasuma Tominaga
Katsuyuki Imaeda
New appointment

Position and responsibility in the Company,
and significant concurrent positions outside the Company
Managing Officer[Significant concurrent positions outside the Company]
President, TRAM Inc.; Chairman of the Board, TAC Manufacturing, Inc.; Chairman of theBoard, TRIN Inc.; Chairman of the Board, TRMI Inc.; and Chairman of the Board, TRQSS, Inc.
Managing Officer and Deputy General Manager, Security Business GroupManaging Officer and Deputy General Manager, Switch Business GroupManaging Officer, Deputy General Manager, Safety Business Group and General Manager,
Toyota Plant
Corporate Officer and Deputy General Manager, Safety Business Group
Corporate Officer, Deputy General Manager, Security Business Group; General Manager,
Otowa Plant; General Manager, Hagi Plant[Significant concurrent positions outside the Company]
Chairman of the Board of Foshan Tokairika Automotive Parts Co., Ltd.
Corporate Officer, Deputy General Manager, Research & Development Center and Deputy
General Manager, Electronics Center
Corporate Officer, in charge of General Administration Division, Human Resources Division,and Purchasing DivisionCorporate Officer, Deputy General Manager, Switch Business Group and General Manager,
Head Plant[Significant concurrent positions outside the Company]
Chairman of the Board of Tianjin Tokairika Automotive Parts Co., Ltd.
Corporate Officer, Deputy General Manager, Safety Business Group and Deputy General
Manager, Research & Development Center
Corporate Officer and Deputy General Manager, Production Engineering Center- 11 -