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 25, 2022
Dear Shareholders:Hiroyoshi Ninoyu,
President
TOKAI RIKA CO., LTD.
3-260 Toyota, Oguchi-cho, Niwa-gun, Aichi, Japan

Notice of the 75th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 75th 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 13, 2022 (Japan Time).
1. Date and Time: Tuesday, June 14, 2022, 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 75th fiscal year (from April 1, 2021 to March 31, 2022)
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
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(1) To develop flexible and agile business activities, and to clarify its purpose of business while preparing forthe expansion of the Company’s line of business and the future development of its business, the Company
will add business purposes to be stipulated in Article 2 of the Articles of Incorporation.
(2) The revised provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of The Act
Partially Amending the Companies Act (Act No.70 of 2019) shall take effect on September 1, 2022.
Therefore, in order to prepare for the introduction of a system for the electronic provision of materials for
the General Meeting of Shareholders, the Company proposes to amend Article 17 of the Articles ofIncorporation as follows, and to establish Supplementary Provisions regarding the effective date of theseamendments, etc.
1. Article 17, Paragraph 1 of the proposed amendment provides that the Company will take measures toprovide the information contained in the Reference Documents for the General Meeting of Shareholders,etc., electronically.
2. Article 17, Paragraph 2 of the proposed amendment establishes a provision to limit the scope of mattersto be included in the documents to be delivered to shareholders who have requested hard copies of such
documents.
3. The provision (Article 17 of the present Articles of Incorporation) regarding Internet disclosure anddeemed provision of Reference Documents for the General Meeting of Shareholders, etc. will be deleted
as it is no longer necessary.
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 and electronic

2. (Unchanged)

equipment and parts thereof
3. Manufacture and sale of general machinery and parts
thereof

3. (Unchanged)

4. Manufacture and sale of medical devices, nursing careproducts and parts thereof

4. (Unchanged)

5. Provision of services, development of software, and5. (Unchanged)

manufacture and sale of equipment and systems for
information communication
6. Generation of electricity from renewable energy, and6. (Unchanged)

supply and sale of electricity
7. Manufacture, sale, provision of service of lifestyle-

7. (Unchanged)

related products for intellectual education, healthmanagement, cooking, sports, leisure, disasterprevention, crime prevention and others-2-The Present Articles of Incorporation

Proposed Amendment(To be newly established)

8. Production, processing, and sale of agricultural
products, etc.

(To be newly established)

9. Management of restaurants(To be newly established)

10. Management of facilities for school children, nurseryschools, and day care centers

8. All businesses that are incidental to those mentioned in

11. All businesses that are incidental to those mentioned in

the preceding items

the preceding items

Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)(Deleted)

Article 17. When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to bestated or indicated in the Reference Documents for the
General Meeting of Shareholders, Business Report,
Non-Consolidated Financial Statements and/or
Consolidated Financial Statements through theInternet in accordance with the provisions prescribedby the Ministry of Justice Order, it may be deemedthat the Company has provided this information toshareholders.
(To be newly established)(Measures for Electronic Provision, Etc.)
Article 17.
(i) When convening a General Meeting of Shareholders,the Company shall take measures to provide theinformation contained in the Reference Documents for
the General Meeting of Shareholders, etc. electronically.
(ii) The Company may exclude all or part of the matters forwhich electronic provision measures are taken that are
stipulated by the applicable Ministry of Justice Order inthe documents to be delivered to shareholders who havemade a request for delivery of documents by the record
date for voting rights.

(To be newly established)(Supplementary Provisions)(To be newly established)

1.

The deletion of Article 17 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the Articles ofIncorporation prior to amendment and the establishmentof Article 17 (Measures for Electronic Provision, Etc.)
after amendment shall take effect on September 1, 2022(“Effective Date”), which is the date of enforcement of therevised provisions stipulated in the proviso of Article 1 of
the Supplementary Provisions of The Act Partially
Amending the Companies Act (Act No.70 of 2019).

-3-

The Present Articles of Incorporation

Proposed Amendment2.

Notwithstanding the provisions of the preceding
paragraph, Article 17 (Internet Disclosure and Deemed
Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) of the Articles ofIncorporation prior to amendment shall remain in force
with respect to any General Meeting of Shareholders held
on a date within six (6) months of the Effective Date.

3.

These Supplementary Provisions shall be deleted on thedate after six (6) months have elapsed from the Effective
Date or three (3) months have elapsed from the date of theGeneral Meeting of Shareholders set forth in thepreceding paragraph, whichever comes later.

-4-

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. Therefore, the Company proposes the election of six (6) Directors.
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

Reelection

Hiroshi Nishida

Director, Member of the Board, Corporate Officer

4

Reelection

Kei Fujioka

Outside Director
Independent Director

Director, Member of the Board

5

Reelection

Shoji Tsuzuki

Outside Director
Independent Director

Director, Member of the Board

6

New election

Minako Miyama

Outside Director
Independent Director–-5-Candidate
No.

Name
(Date of birth)1

Hiroyoshi Ninoyu(January 2, 1962)
Reelection

2

Koki Sato(March 19, 1960)
Reelection

3

Hiroshi Nishida(September 13, 1959)
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 of the Company
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. 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
Jan. 2020
Corporate Officer (current position)[Responsibility]
General Manager, Business Administration Group
Diversity Promotion Department[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.

-6-

Number of theCompany’s shares
owned

19,100 shares

19,700 shares

14,200 sharesApr. 1977
June 2012
June 2014

4

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

5

Shoji Tsuzuki(April 29, 1959)
Reelection
Outside Director
Independent Director

Joined MITSUI-SOKO Co., Ltd.
President and CEO
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.
June 2021
Retired as Advisor of MITSUI-SOKO
HOLDINGS Co., Ltd. (current position)[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.
Apr. 1983
Joined 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)
June 2021
Outside Director, Member of the Board of theCompany (current position)[Significant concurrent positions outside the Company]
Senior Executive Officer of DENSO CORPORATION[Reasons for the nomination as a candidate for Outside Director
and expected role]
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.

-7-

0 shares

500 sharesApr. 1986
Apr. 2005

6(Notes)

1.

2.

3.

4.
5.

Joined Dai Nippon Printing Co., Ltd.
General Manager of VR Planning andDevelopment Office, DB Division, C&I
Operations
July 2014
General Manager of Recruiting and Training
Dept.
June 2018
Corporate Officer, General Manager of
Recruiting and Training Dept., and Diversity
Promotion Dept.
Oct. 2019
Corporate Officer, in charge of Recruiting andMinako Miyama
Training Dept., and Diversity Promotion Dept.
(January 15, 1962)
0 shares
New election
June 2021
Director (current position)
Outside Director[Significant concurrent positions outside the Company]
Independent Director
Director of Dai Nippon Printing Co., Ltd.
[Reasons for the nomination as a candidate for Outside Director
and expected role]
In addition to her experience in the research and planning
development divisions at Dai Nippon Printing Co., Ltd., Minako
Miyama has a proven track record as a leader in human resource
development and ensuring diversity. We request her election as
Outside Director as we expect that she will provide advice onmanagement reform from an objective and scientific viewpointby utilizing her extensive experience, knowledge and insight.
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, Shoji Tsuzuki and Minako Miyama are candidates for Outside Director. The Company registered Kei Fujioka
and Shoji Tsuzuki 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 they are reelected. Minako
Miyama also satisfies the requirements for Independent Director pursuant to the rules of the Tokyo Stock Exchange andthe Nagoya Stock Exchange, and the Company plans to register her as an Independent Director if she is elected.
At the conclusion of this Ordinary General Meeting of Shareholders, the tenures of Kei Fujioka and Shoji Tsuzuki as
Outside Director will have been five (5) 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 Kei Fujioka and Shoji Tsuzuki to limit their liability for damages under Article 423, paragraph (1) of the same
Act. The maximum amount of their liability for damages under this agreement is the minimum liability amount provided
for by Article 425, paragraph (1) of the same Act. If Kei Fujioka and Shoji Tsuzuki are reelected, the Company plans torenew the aforementioned agreements with each of them. Furthermore, if Minako Miyama is elected, the Company plans
to conclude an agreement, pursuant to the provision of Article 427, paragraph (1) of the Companies Act, with Minako
Miyama to limit her liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of her
liability for damages under this agreement will be the minimum liability amount provided for by Article 425, paragraph(1) of the same Act.

-8-

(Reference) The abilities and experience of each candidate for Director (skill matrix)
The abilities and experience of each candidate for Director are as follows.
Name

SDGs
Corporate
Technology
management/
Carbondevelopment Diversity
governanceneutrality

IT/DX

Compliance○

Hiroyoshi Ninoyu○

2

Koki Sato○

3

Hiroshi Nishida

○

○

○

○

4

Kei Fujioka

○

○

○

○

○

5

Shoji Tsuzuki

○

○

○

○

6

Minako Miyama

○

○

○

○

○

○

○

○

○

○

○

-9-

○

○

○

○

Sales

1

○

○

Overseas Manufacturing(Production
business engineering)

Finance○○○○Proposal No. 3

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 75th fiscal year in the total amount of ¥45,414,000 based on the policy below, which was determinedby the Board of Directors.
The submission of this proposal to this Ordinary General Meeting of Shareholders was deliberated and reported onby the Remuneration Committee, which is chaired by an Outside Director, and was concluded to be appropriate.
(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, the amount of bonuses paid to employees and the evaluation of each individual Director’s
activity, and decided by the Board of Directors upon deliberation and reporting by the Remuneration Committee,
which is chaired by an Outside Director and was established as an advisory organization for the Board of Directors
for the purpose of enhancing independence and transparency of decisions at meetings of the Board of Directors, andreceiving approval for the total amount of bonus payments at the General Meeting of Shareholders.

- 10 -

Information
Information on Corporate Officers
The Corporate Officers to be in office following the conclusion of this Ordinary General Meeting of Shareholders
comprise three (3) of the Director candidates listed on pages 6 to 8, namely Hiroyoshi Ninoyu, Koki Sato, andHiroshi Nishida, and the ten (10) individuals listed below.
Name

Position, responsibility, and significant concurrent positions outside the Company
following the conclusion of this Ordinary General Meeting of Shareholders

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 Center

Toshiki Akita

Corporate Officer, General Manager, HMI Business Center
Digital Transformation Promote Taskforce/Information Systems Div.

Koki Imaeda

Corporate Officer, General Manager, Research & Development Center

Yoshihiro Kondo

Corporate Officer, General Manager, Safety Business Center

Masahiko Sato

Corporate Officer, General Manager, Project Planning Group
General Manager, New Business Center

Taketoshi Sakurai

Corporate Officer, General Manager, Electronics Business 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
Digital Transformation Promote Taskforce/Information Systems Div. (Deputy)- 11 -