This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. TheCompany assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 7769
June 5, 2023
(Start date of measures for electronic provision: May 30, 2023)
To Shareholders with Voting Rights:
Takeo Yumoto
President and Representative
Director

RHYTHM CO., LTD.

299-12, Kitabukurocho 1-chome,Omiya-ku, Saitama-shi, Saitama,JapanNOTICE OF
THE 3rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 3rd Annual General Meeting of Shareholders of RHYTHM CO., LTD.
(the “Company”) will be held as described below. You are cordially invited to attend the meeting.
For the convocation of this General Meeting of Shareholders, the Company has taken measures forelectronic provision. The information contained in the Reference Documents for the General Meeting ofShareholders (matters for electronic provision) is posted on the websites indicated in “4. Websites whereMatters for Electronic Provision are Posted” (Japanese only). Please access and verify this information.
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet,etc., or in writing. We respectfully request that you exercise your voting rights by either of thesemethods. The details of each agenda item can be found in the Reference Documents for the General
Meeting of Shareholders posted on the websites mentioned in “4. Websites where Matters for Electronic
Provision are Posted” (Japanese only). Please review these documents and, following the instructions
below, exercise your voting rights by 5:45 PM on Tuesday, June 20, 2023, Japan time.
1. Date and Time:

Wednesday, June 21, 2023 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m. Japan Time.)

2. Place:

Sakura Hall, 3F, THE MARK GRAND HOTEL,
3-2 Shintoshin, Chuo-ku, Saitama-shi, Saitama

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 3rd Fiscal Year (April 1, 2022 - March 31, 2023) and resultsof audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 3rd Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Four (4) Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)-1-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes to pay year-end dividends for the fiscal year as described below, inconsideration of performance for the fiscal year, future business development and other factors inaccordance with the Company’s basic dividend policy.
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to the shareholders and total amount of dividends
Amount per share of common stock: ¥48.50
Total amount of dividends: ¥400,467,653(3) Effective date of dividends of surplus
June 22, 2023

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Proposal 2:

Election of Four (4) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this Annual General Meeting of Shareholders.
Therefore, to optimize the composition of the Board of Directors, the Company proposes to reduce thenumber of Directors (excluding Directors who are Audit and Supervisory Committee Members) by one(1) and hereby requests the election of four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members).
The candidates for Directors (excluding Directors who are Audit and Supervisory CommitteeMembers) are as follows.
Number ofNameCareer summary, positions, responsibilities,No.
sharesof the(Date of birth)and significant concurrent positions
Company held
Joined KYOSHIN KOGYO CO., LTD. (laterMarch 1978
renamed RHYTHM KYOSHIN CO., LTD.; current
RHYTHM CO., LTD.)Managing Director, KYOSHIN KOGYO CO.,
June 2006
LTD.
Vice President and Representative Director,
June 2009
KYOSHIN KOGYO CO., LTD.
June2010
President and Representative Director, KYOSHIN
Hiromi Hirata
KOGYO CO., LTD.
(May 12, 1955)
President, Representative Director, and Chief
August 2011
59,707
Male
Executive Officer, KYOSHIN KOGYO CO., LTD.
President and Representative Director, RHYTHM
June 2013[Reappointment]
KYOSHIN CO., LTD.
Director in charge of the Connected TerminalJune 2013
Division, the Company
June 2016
Director and Managing Executive Officer in charge
1of the Connected Terminal Division, the Company
April 2019
President and Representative Director, the Company
April 2023
Chairman and Director, the Company (to thepresent)[Reason for nomination as candidate for Director and expected roles]
Since the integration of KYOSHIN KOGYO CO., LTD. into the Group in 2011, Mr. Hiromi Hirata has
dedicated himself to the business management and integration of the Group. In addition, he possesses abundant
experience and expertise in corporate management, having led the growth of the current RHYTHM CO., LTD.
after serving as Representative Director of RHYTHM KYOSHIN CO., LTD., Executive Officer in charge of
the Company’s Connected Terminal Division, and then as President and Representative Director from April
2019 to March 2023.
The Company has judged that he remains an appropriate person to further enhance the Group’s corporate
value and strengthen the supervisory function of the Board of Directors, and hereby requests his reelection as aDirector.
[Attendance at the Board of Directors meetings]
16 out of 16 meetings (100.0%)-3-No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
Director, the Company
President and Representative Director, RHYTHM
INDUSTRIAL (H.K.) LTD.
President and Representative Director, RHYTHM
January 2011
INDUSTRIAL (DONG GUAN) LTD.
President and Representative Director, Tohoku
Takeo Yumoto
June 2012
Rhythm CO., LTD. (current RHYTHM CO., LTD.)(February 6, 1955)
June2013
Directorin charge of the Precision Division, the13,900
MaleCompany
June 2019
Director and Managing Executive Officer in charge[Reappointment]of the Precision Division, the Company
October 2020
Director and Senior Executive Officer, and General
Manager of Production Headquarters, the Company
Executive Vice President and Director, and General
April 2022
Manager of Production Headquarters, the Company
April 2023
President and Representative Director, the Company(to the present)[Reason for nomination as candidate for Director and expected roles]
Mr. Takeo Yumoto possesses abundant experience and expertise in corporate management. After engaging
in management as the Representative Director of a Tohoku Rhythm CO., LTD., he served as the Director in
charge of the Precision Division from 2013 and led the Company’s manufacturing overall as the Director in
charge of Production Headquarters management since 2020. Following a stint as an Executive Vice Presidentand Director, he currently demonstrates his leadership and acumen in the overall management of the Group as
President and Representative Director.
The Company has judged that he remains an appropriate person to further enhance the Group’s corporate
value and strengthen the supervisory function of the Board of Directors, and hereby requests his reelection as aDirector.
[Attendance at the Board of Directors meetings]
15 out of 16 meetings (93.8%)
April 1973
June 2004
April 20092

Number ofshares of theCompany held-4-No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined KYOSHIN KOGYO CO., LTD. (later
renamed RHYTHM KYOSHIN CO., LTD.; current
RHYTHM CO., LTD.)
Director, KYOSHIN KOGYO CO., LTD.
June 2011
August 2011
Managing Executive Officer, KYOSHIN KOGYOCO., LTD.
Director and Managing Executive Officer,
June 2012
KYOSHIN KOGYO CO., LTD.
Katsuhiko Yamazaki June 2013
Managing Director, RHYTHM KYOSHIN CO.,
(November 6, 1966)
LTD. (current RHYTHM CO., LTD.)
12,892
MaleMay 2017
Senior Managing Director, RHYTHM KYOSHINCO., LTD.
[Reappointment]
April 2019
Executive Officer in charge of the Connected
Terminal Division, the Company
President and Representative Director, RHYTHM
May 2019
KYOSHIN CO., LTD.
Director and Executive Officer in charge of theJuly 2020
Connected Terminal Division, the Company
October 2020
Director and Managing Executive Officer, andGeneral Manager of Corporate Administration
Headquarters, the Company (to the present)[Reason for nomination as candidate for Director and expected roles]
Mr. Katsuhiko Yamazaki possesses abundant experience and expertise in corporate management. After
serving as an Executive Officer in charge of the Connected Terminal Division and as the Representative
Director of RHYTHM KYOSHIN CO., LTD., he currently uses his administrative capabilities in the overallmanagement of the Corporate Administration Headquarters as a Director and Managing Executive Officer.
The Company has judged that he remains an appropriate person to further enhance the Group’s corporate
value and strengthen the supervisory function of the Board of Directors, and hereby requests his reelection as aDirector.
[Attendance at the Board of Directors meetings]
16 out of 16 meetings (100.0%)
March 1987

3

Number ofshares of theCompany held-5-No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined Tohoku Rhythm CO., LTD. (current
RHYTHM CO., LTD.)
April 2013
General Manager of Plastic Processing Department,
Tohoku Rhythm CO., LTD.
May2013
Director, RHYTHM PRECISION VIETNAM CO.,Yasunori Munakata
LTD.
(September 1, 1961)
Managing Director, RHYTHM PRECISION
May 2014
200MaleVIETNAM CO., LTD.
October 2020
Executive Officer, the Company, and President and[Reappointment]
Representative Director, RHYTHM PRECISIONVIETNAM CO., LTD.
Director and Executive Officer, and General
June 2022
Manager of Production Headquarters, the Company(to the present)[Reason for nomination as candidate for Director and expected roles]
Mr. Yasunori Munakata possesses abundant experience and knowledge in corporate management. After
serving in the manufacturing business of Tohoku Rhythm CO., LTD., he engaged in the management ofRHYTHM PRECISION VIETNAM CO., LTD. After serving as an Executive Officer, he currently engages inthe management of the Company as a Director, Executive Officer, and General Manager of the Production
Headquarters.
The Company has judged that he remains an appropriate person to further enhance the Group’s corporate
value and strengthen the supervisory function of the Board of Directors, and hereby requests his reelection as aDirector.
[Attendance at the Board of Directors meetings]
13 out of 13 meetings (100.0%)
July 2007

4

Notes: 1. There is no special interest between the candidates and the Company.
2. The Company has entered into indemnity agreements with each candidate in accordance withArticle 430-2, Paragraph 1 of the Companies Act, under which the Company shall indemnify
them against the expenses stipulated in Item 1 and the losses stipulated in Item 2 of the same
paragraph to the extent specified by laws and regulations. However, there are certain
exclusions, such as in cases where a candidate seeks to gain an unfair advantage for himself
or a third-party, is found to have performed his duties with the intention of causing damage tothe Company, fails or delays in providing information or reporting to the Board of Directors,
or is sued for damages due to malice or gross negligence in the performance of his duties. If
the reelection of each candidate is approved, the Company intends to continue theseindemnity agreements with each of them.
3. The Company has concluded a directors and officers liability insurance contract with aninsurance company. The contract covers the directors, corporate auditors, and executive
officers of the Company and its group companies both in Japan and overseas. In the event ofa claim for damages is brought by a shareholder, third party, or other party, the insurance
contract shall compensate for damages including compensation for damages and legal
expenses to be borne by the insured. The full cost of this insurance contract is borne by theCompany. However, it does not apply to claims for damages arising from crimes or violationsof laws, and other exemptions stipulated in the contract. Also, the Company plans to renew
this insurance contract in August 2023.

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Composition of Directors After Proposal 2 Is Approved(Management Structure on and after June 21, 2023)

Directors’ Skill Matrix
Experience Area Which the Company Expects from Directors
Post in the Company
Name (gender/age)
Chairman and DirectorHiromi Hirata (Male/68)
President and Representative
Director
Takeo Yumoto (Male/68)
Director and Managing
Executive Officer
Katsuhiko Yamazaki (Male/56)

Director, Executive Officer
Yasunori Munakata (Male/61)
Director (Audit and Supervisory
Committee Member / Full-time)

Kiyotaka Sakai (Male/67)
Director (Audit and Supervisory
Committee Member / Independent)

Corporate
Management

Business
Strategy /Marketing

Manufactur Finance /
Legal
ing /
Administrat Affairs /Technology
ionCompliance

●

●

●

●

●

●

Intertype
Experience

●

●

●

IT /DX●●●

GlobalBusiness●

●

●

●

●

●

●

●

●

●

●●

●Kazuhiko Yamashita (Male/67)
Director (Audit and Supervisory
Committee Member / Independent)

Kinya Suzuki (Male/69)
Director (Audit and Supervisory
Committee Member / Independent)●Yasuhisa Okuno (Male/70)
Director (Audit and Supervisory
Committee Member / Independent)

Hitomi Uchida (Female/61)

●

●

●

●

●

●

* The above ages of Directors are current as of June 21, 2023.

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