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 26, 2021
Dear Shareholders:Hiroyoshi Ninoyu,
President
TOKAI RIKA CO., LTD.
3-260 Toyota, Oguchi-cho, Niwa-gun, Aichi, Japan

Notice of the 74th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 74th 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 and exercise
your voting rights by 5:20 p.m. on Monday, June 14, 2021 (Japan Time).
1. Date and Time: Tuesday, June 15, 2021, 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 74th fiscal year (from April 1, 2020 to March 31, 2021)
2. The results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit &Supervisory Board
Resolutions
Proposal No. 1
Partial Amendment to the Articles of Incorporation
Proposal No. 2
Election of Six (6) Directors
Proposal No. 3
Election of One (1) Audit & Supervisory Board Member
Proposal No. 4
Payment of Bonuses to Directors-

Consolidated Statements of Changes in Equity and Notes to Consolidated Financial Statements as well as Non-Consolidated
Statements of Changes in Equity 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 Japanese only), pursuant to theprovisions of laws and regulations and the Company’s Articles of Incorporation. The Consolidated Financial Statements and NonConsolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Board include the Consolidated
Statements of Changes in Equity and Notes to Consolidated Financial Statements as well as Non-Consolidated Statements of Changes
in Equity 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

Partial Amendment to the Articles of Incorporation

1. Reasons for amendment
To develop flexible and agile business activities aligned with future changes in society, technologicaldevelopments, etc., and to clarify its purpose of business while preparing for the expansion of the Company’sline of business and the future development of its business, the Company will add and revise items in Article 2(Purpose) of the current Articles of Incorporation.
2. Description of the amendment
The amendment is described below.
(The proposed amendment is underlined)
The Present Articles of Incorporation

Proposed Amendment

Chapter 1 General Provisions

Chapter 1 General Provisions(Purpose)(Purpose)

Article 2. The purpose of the Company shall be to engage in thefollowing business activities:

Article 2. (Unchanged)

1.

Manufacture and sale of parts for automobiles,
industrial vehicles, and transport equipment

1.

(Unchanged)

2.

Manufacture and sale of general electrical andelectronic equipment and parts thereof

2.

(Unchanged)

3.

Manufacture and sale of general machinery and parts
thereof3.

(Unchanged)

4.

Manufacture and sale of medical devices and parts
thereof4.

Manufacture and sale of medical devices, nursing
care products and parts thereof

5.

Provision of services, development of software, andmanufacture and sale of equipment and systems for5.

(Unchanged)

information communication(To be newly established)

6.

Generation of electricity from renewable energy,

7.

and supply and sale of electricity
Manufacture, sale, provision of service of lifestylerelated products for education, health management,
cooking, sports, leisure, disaster prevention, security(To be newly established)6.

All businesses that are incidental to those mentioned
in the preceding items

8.

and others
All businesses that are incidental to those mentioned
in the preceding items (Change in Japanese only)-2-

Proposal No. 2

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.
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

Koki Sato

Director, Member of the Board, Executive Vice
President

3

New election

Yoshihiro Tanaka

Corporate Officer

4

Reelection

Hiroshi Nishida

Director, Member of the Board, Corporate Officer

5

Reelection

Kei Fujioka

6

New election

Shoji Tsuzuki

Outside Director
Independent Director
Outside Director
Independent Director-3-

Director, Member of the Board-

Candidate
No.

Name
(Date of birth)1

Hiroyoshi Ninoyu(January 2, 1962)
Reelection

2

Koki Sato(March 19, 1960)
Reelection

Career summary, position and responsibility
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 hisabundant experience and expertise to lead the management teamas President of the Company. We request his election as
Director.
Apr. 1982
Joined the Company
Jan. 2006
General Manager, Safety Engineering Division,
Safety Business Group
June 2008
Vice President of Quality Safety Systems
Company (currently TRQSS, Inc.)
June 2010
Director, Member of the Board
June 2011
Corporate Officer
June 2013
Managing Director, Member of the Board
June 2016
Senior Managing Director, Member of the
Board
June 2018
Director, Member of the Board, Executive Vice
President (current position)[Significant concurrent positions outside the Company]
Chairman of the Board of TRAM, Inc.
[Reasons for the nomination as a candidate for Director]
Koki Sato has insight as a corporate manager and experienceand a track record in business management and overseas
production bases mainly in Sales and Safety Business Group of
the Company. We request his election as Director to have hisabundant experience, expertise and insight reflected in the
management of the Company.
Apr. 1981
Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
Sept. 2006
General Manager, Logistics Planning Division
Jan. 2011
Associate Director
June 2011
June 2013
June 2016

3

Yoshihiro Tanaka(April 8, 1958)
New election

Corporate Officer
Managing Director, Member of the Board,
General Manager, Otowa Plant
Senior Managing Director, Member of theBoard (retired June 2020)
Corporate Officer (current position)

June 2020[Responsibility]
General Manager, Production Center, Digital Transformation
Promote Taskforce, Information Systems Division[Reasons for the nomination as a candidate for Director]
Yoshihiro Tanaka has experience and a track record in logistics
and production divisions, procurement division and information
system division of Toyota Motor Corporation and the Company,
and insight in those divisions as a corporate manager. We
request his election as Director to have his abundant experience,expertise and insight reflected in the management of theCompany.

-4-

Number of theCompany’s shares
owned

16,100 shares

17,400 shares

16,200 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Apr. 1983
Jan. 2011
Jan. 2015
June 2015
June 2018

4

Hiroshi Nishida(September 13, 1959)
Reelection

5

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

Joined Toyota Motor Corporation
Senior Vice President of Toyota Motor Sales,
U.S.A., Inc.
Associate Director of the Company
Corporate Officer
Director, Member of the Board (current
position)Managing Officer
Corporate Officer (current position)

Apr. 2019
Jan. 2020[Responsibility]
General Manager, Business Administration Group[Reasons for the nomination as a candidate for Director]
Hiroshi Nishida has experience and a track record in business of
the Company in general in addition to deep expertise in financeand accounting and business administration in general at Toyota
Motor Corporation and the Company. We request his election as
Director to have his abundant experience, expertise and insightreflected in the management of the Company.
Apr. 1977
Joined MITSUI-SOKO Co., Ltd.
June 2012
President and CEO
June 2014
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. (current position)[Significant concurrent positions outside the Company]
Advisor of MITSUI-SOKO HOLDINGS Co., Ltd.
[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.

-5-

Number of theCompany’s shares
owned

12,000 shares

0 sharesCandidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Apr. 1983

6(Notes)

1.

2.

3.

4.
5.

Number of theCompany’s shares
ownedJoined Nippondenso Co., Ltd. (currently
DENSO CORPORATION)
Apr. 2008
Head of Human Resources Division
June 2010
Executive Director
June 2018
Director, Member of the Board, Senior
Executive Director
June 2020
Senior Executive Officer (current position)
Shoji Tsuzuki[Significant concurrent positions outside the Company](April 29, 1959)
Senior Executive Officer of DENSO CORPORATION
0 shares
New election[Reasons for the nomination as a candidate for Outside Director
Outside Director
and expected role]
Independent Director
Shoji Tsuzuki has abundant knowledge and experience in areas
such as sales, human resources, purchasing and IT divisions at
DENSO CORPORATION. We request his election as Outside
Director as we expect that he will utilize his abundant
experience, expertise and insight by supervising and providing
advice concerning management in general from a professional
perspective.
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.
Shoji Tsuzuki serves concurrently as Senior Executive Officer of DENSO CORPORATION, which has a commercial
relationship with the Company and also competes with the Company in business related to automobile parts. There is no
special interest between the other candidates and the Company.
Kei Fujioka and Shoji Tsuzuki are candidates for Outside Director. The Company registered Kei Fujioka 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 he is reelected. Shoji Tsuzuki also satisfies the requirements for
Independent Director pursuant to the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange, and theCompany plans to register him as an Independent Director if he is elected.
At the conclusion of this Ordinary General Meeting of Shareholders, the tenure of Kei Fujioka as Outside Director will
have been four (4) years.
Pursuant to the provision of Article 427, paragraph (1) of the Companies Act, the Company has concluded an agreementwith Kei Fujioka 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. Fujioka is reelected, the Company plans to renew the aforementioned agreementwith him. Furthermore, if Shoji Tsuzuki is elected, the Company plans to conclude an agreement, pursuant to the provisionof Article 427, paragraph (1) of the Companies Act, with Mr. Tsuzuki 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 theminimum liability amount provided for by Article 425, paragraph (1) of the same Act.

-6-

Proposal No. 3

Election of One (1) Audit & Supervisory Board Member

The four-year term of office of Isaki Sugiura, Audit & Supervisory Board Member, will expire at the conclusion ofthis Ordinary General Meeting of Shareholders. Therefore, the Company proposes the election of one (1) Audit &Supervisory Board Member.
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 candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position
Apr. 1984
Jan. 2003

Number of theCompany’s shares
ownedJoined the Company
Vice President of TRCZ s.r.o. (overseas
associated company of the Company)
Jan. 2007
General Manager, Business Planning Divisionof the Company
Jan. 2013
General Manager, Business Management
Division No. 1
June 2013
Corporate Officer, Deputy General Manager,
Switch Business Group
Jan. 2014
Deputy General Manager, Electronics BusinessGroup
Jan. 2016
General Manager, Business Management
Isaki SugiuraCenter7,600 shares(June 2, 1961)
June
2017
Standing
Audit & Supervisory Board Member
Reelection(current position)[Reasons for the nomination as a candidate for Audit &Supervisory Board Member]
Isaki Sugiura has held key positions in project planning
divisions and managing divisions, and has abundant experiencein the Switch Business Group, Electronics Business Group andoverseas bases. He also has abundant experience and expertise
mainly regarding Planning division as he has held key positionsof the Company for many years. We request his election as
Audit & Supervisory Board Member to have his abundant
experience, expertise and insight reflected in the management of
the Company.
(Notes) 1. There is no special interest between Isaki Sugiura and the Company.
2. 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.

-7-

Proposal No. 4

Payment of Bonuses to Directors

The Company proposes to pay bonuses to four (4) Directors, excluding Outside Directors, who were incumbent at
the end of the 74th fiscal year in the total amount of ¥47,959,000 based on the policy below, which was determinedby the Board of Directors.
The submission of this proposal to the Ordinary General Meeting of Shareholders was deliberated and reported onby the Remuneration Committee, which is chaired by an Outside Director.
(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 and the amount of bonuses paid to employees, and decided by the Board of Directors upondeliberation and reporting by the Remuneration Committee, which is chaired by an Outside Director and wasestablished as an advisory organization for the Board of Directors for the purpose of enhancing independence andtransparency of decisions at meetings of the Board of Directors, and receiving approval for the total amount of bonus
payments at the General Meeting of Shareholders.

-8-Information
Information on Corporate Officers
The Corporate Officers to be in office following the conclusion of this Ordinary General Meeting of Shareholders
comprise four (4) of the Director candidates listed on pages 11 to 16, namely Hiroyoshi Ninoyu, Koki Sato,
Yoshihiro Tanaka, and Hiroshi Nishida, and the ten (10) individuals listed below.
Name

Current position and responsibilities and significant concurrent positions outside the Company

Kazuhiro Ikai

Corporate 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.

Toshiki Nogami

Corporate Officer, General Manager, Security Business Group

Toshiki Akita

Corporate Officer, General Manager, Switch Business Group

Koki Imaeda

Corporate Officer, General Manager, Research & Development Center

Yoshihiro Kondo

Corporate Officer, General Manager, Safety Business Group

Masahiko Sato

Corporate Officer, General Manager, Project Planning Group, New Business Marketing Div.

Taketoshi Sakurai

Corporate Officer, General Manager, Electronics Center

Motoyasu Makino

Corporate Officer, General Manager, Purchasing Group

Katsuyuki Imaeda

Corporate Officer, General Manager, Production Engineering Center, Carbon Neutral Promote
Strategy Dept.

Koichiro Yamagishi

Corporate Officer, General Manager, Quality Assurance Center-9-