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 24, 2018
Dear Shareholders:
Kenji Miura
President
TOKAI RIKA CO., LTD.
3-260 Toyota, Oguchi-cho, Niwa-gun, Aichi, Japan

Notice of the 71st Ordinary General Meeting of Shareholders
You are cordially invited to attend the 71st 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 12, 2018 (Japan Time).
1. Date and Time: Wednesday, June 13, 2018, 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 71st fiscal year (from April 1, 2017 to March 31, 2018)
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/-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 intends to comprehensively
consider business performance and dividend payout ratio while maintaining stable dividend payments.
Internal reserves will be used for investments in order to enhance and strengthen the corporate structure as well as
to expand the business. The Company will continue making efforts to meet the expectations of its shareholders now
and in the future.
The Company proposes to pay a year-end dividend for the 71st fiscal year of ¥32 per share as follows, which is anincrease by ¥2 per share from the year-end dividend for the previous fiscal year. Accordingly, the annual dividend
for the 71st fiscal year, including the interim dividend of ¥32 per share paid in November 2017, will be ¥64 pershare, which is an increase of ¥4 per share from the annual dividend for the previous fiscal year.
1. Year-end dividends
Allotment of dividend property to shareholders and their aggregate amount¥32 per common share of the Company
Total payment: ¥2,919,998,624
Effective date of dividends of surplus
Thursday, June 14, 2018
2. Other appropriation of surplus
Item of surplus to be increased and amount of increase
General reserve: ¥6,500,000,000
Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥6,500,000,000-2-Proposal No. 2

Election of Thirteen (13) Directors

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all fifteen (15) 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
Yoshihiro Tanaka
Reelection
Kazuhiko Noguchi
Reelection
Shigeru Hayashi
Reelection
Toshiki Akita
Reelection
Hideki Ono
New election
Koki Imaeda
New election
Masato Hotta
New election
Hiroshi Nishida
New election
Masahiko Sato
Reelection
Outside Director
Independent Director
Yasushi Yamanaka
Reelection
Outside Director
Independent Director
Kei Fujioka

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

3

Yoshihiro Tanaka(April 8, 1958)
Reelection

4

Kazuhiko Noguchi(January 6, 1957)
Reelection

June 2010
June 2011
June 2013
June 2016

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 theBoard (current position)[Responsibility]
General Manager, Sales Group[Significant concurrent positions outside the Company]
Chairman of the Board of Foshan Tokairika Automotive Parts
Co., Ltd.
Chairman of the Board of Tianjin Tokairika Automotive Parts
Co., Ltd.
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 theBoard (current position)[Responsibility]
General Manager, Security Business Group; General Manager,
Production Center; General Manager, Information Systems
Division and Purchasing Division
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 theBoard (current position)[Responsibility]
General Manager, Switch Business Group and General
Manager, Head Plant-4-

Number of theCompany’s shares
owned

13,300 shares

14,500 shares

12,400 shares

10,800 shares

Candidate
No.

Name
(Date of birth)

Career summary and position
Apr. 1983
Jan. 2008

5

Shigeru Hayashi(February 18, 1960)
Reelection

6

Toshiki Akita(December 15, 1962)
Reelection

7

Hideki Ono(May 11, 1959)
Reelection

8

Koki Imaeda(March 1, 1964)
New election

9

Masato Hotta(July 11, 1959)
New election

June 2011
June 2013
June 2017

Joined the Company
General Manager, Connector Division, Security
Business Group
Associate Director
Corporate Officer
Managing Director, Member of the Board(current position)[Responsibility]
General Manager, 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(current position)[Responsibility]
Deputy General Manager, Research & Development Center[Significant concurrent positions outside the Company]
President of Tokai Rika Belgium N.V.
Apr. 1984
Joined Toyota Motor Corporation
Jan. 2010
General Manager, TQM Promotion Division
Jan. 2016
Associate Director of the Company
June 2016
Corporate Officer (current position)
June 2017
Director, Member of the Board (current
position)[Responsibility]
General Manager, Quality Assurance Center
Apr. 1986
Joined the Company
Jan. 2010
General Manager, HMI Device Designing
Department, Electronics Engineering Division,
Electronics Business Group
June 2013
General Manager, Electronics Engineering
Division, Electronics Business Group
June 2014
Corporate Officer (current position)
June 2014
Deputy General Manager, Electronics BusinessGroup
Jan. 2017
Deputy General Manager, Electronics Center(current position)[Significant concurrent positions outside the Company]
President of TOKAI RIKA ADVANCED CO., LTD.
Apr. 1982
Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
Jan. 2009
Project General Manager, Americas Project
DivisionJan. 2010
General Manager, North America Division
Jan. 2011
General Manager, Europe Division
Jan. 2014
Associate Director of the Company
June 2015
Corporate Officer, in charge of General
Planning Division and Sales Division II, Sales
Group (current position)
June 2016
Deputy General Manager, Business
Management Center
June 2017
General Manager, Business Management
Center (current position)-5-

Number of theCompany’s shares
owned

8,600 shares

6,900 shares

7,100 shares

4,200 shares

5,500 shares

Candidate
No.

Name
(Date of birth)

Career summary and position
Apr. 1983
Jan. 2008
Jan. 2011

10

11

12

13

Notes:

1.

2.

3.

4.
5.

Number of theCompany’s shares
ownedJoined Toyota Motor Corporation
Treasurer, Toyota Motor Thailand Co., Ltd.
Senior Vice President of Toyota Motor Sales,
U.S.A., Inc.
Hiroshi Nishida(September 13, 1959)
6,500 sharesJan. 2014
Project General Manager, Accounting Division,
New election
Toyota Motor Corporation
Jan. 2015
Associate Director of the Company
June 2015
Corporate Officer, in charge of Finance &Accounting Division (current position)
Apr. 1985
Joined the Company
Aug. 2008
Deputy General Manager, Sales Division I
June 2009
General Manager, Sales Division I
Masahiko Sato
(October 31, 1962)
3,700 shares
June 2013
Associate Director
New election
June 2016
Corporate Officer; General Manager, Sales
Group; in charge of Sales Division I, Sales
Planning Department (current position)
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 2011
Managing Director
June 2012
President and CEO
Apr. 2013
Chairman of MITSUI-SOKO EXPRESS Co.,Ltd.
Kei Fujioka(December 23, 1953)
Oct. 2014
President and CEO of MITSUI-SOKO
0 shares
Reelection
HOLDINGS Co., Ltd.
Outside Director
June 2017
Director, Member of the Board of the Company
Independent Director(current position)
June 2017
Advisor of MITSUI-SOKO HOLDINGS Co.,
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 Directors pursuant to the rules of each Stock
Exchange.
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 three (3) years and one (1) year, 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 liability for damages under this agreement is the minimum liability amountprovided for by Article 425, paragraph 1 of the same Act. If Mr. Yamanaka and Mr. Fujioka are reelected, the Company
plans to renew the aforementioned agreements with each of them.

-6-Proposal No. 3

Election of Two (2) Audit & Supervisory Board Members

The term of office of Masakazu Goto, a standing Audit & Supervisory Board Member, will expire and Kiyotaka Ise,an Audit & Supervisory Board Member, will resign from office at the conclusion of this Ordinary General Meetingof Shareholders. Therefore, the Company proposes the election 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
Apr. 1980
Jan. 2006

1

2

Notes:

Number of theCompany’s shares
ownedJoined the Company
Deputy General Manager, Electronics
Engineering Division, Electronics Business
Masakazu GotoGroup
6,700 shares(April 27, 1957)
Reelection
June 2011
Corporate Officer
June 2014
Standing Audit & Supervisory Board Member(current position)
Apr. 1969
Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
June 1998
Member of the Board of Directors
June 2001
Managing Director
Takeshi Uchiyamada
0 shares
June
2003
SeniorManaging Director(August 17, 1946)
New election
June 2005
Executive Vice President
Outside Audit & Supervisory June 2012
Vice Chairman
Board Member
June 2013
Chairman (current position)[Significant concurrent positions outside the Company]
Chairman of the Board of Directors of Toyota Motor
Corporation
1. There is no special interest between any of the candidates and the Company.
2. Takeshi Uchiyamada is a candidate for Outside Audit & Supervisory Board Member.
3. Takeshi Uchiyamada 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.
4. Takeshi Uchiyamada is a management executive officer of Toyota Motor Corporation (Specified Affiliated Business
Operator). Mr. Uchiyamada has also received remuneration, etc. from Toyota Motor Corporation during the past two (2)years, and is expected to continue to receive them.
5. If Takeshi Uchiyamada is elected, the Company plans to conclude an agreement, pursuant to the provision of Article 427,
paragraph 1 of the Companies Act, with Mr. Uchiyamada to limit his liability for damages under Article 423, paragraph
1 of the same Act. The maximum amount of liability for damages under this agreement will be the minimum liability
amount provided for by Article 425, paragraph 1 of the same Act.

-7-

Proposal No. 4:

Payment of Bonuses to Directors

The Company proposes to pay bonuses to fifteen (15) Directors, including two (2) Outside Directors, who wereincumbent at the end of the 71st fiscal year in the total amount of ¥161,499,000 (including ¥1,150,000 for Outside
Directors) in consideration of the business performance for the 71st fiscal year and other factors.

-8-