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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4220)
June 2, 2020
To Shareholders with Voting Rights:
Kazuaki Tokiwa
Representative Director, President & COO
RIKEN TECHNOS CORPORATION
Main Office: 2-101, Kanda-Awajicho,
Chiyoda-ku, TokyoNOTICE OF THE 91st ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you that the 91st Ordinary General Meeting of Shareholders of RIKEN TECHNOSCORPORATION (the “Company”) will be held as described below.
In order to prevent the spread of the COVID-19, the Company strongly encourages all shareholders
to exercise their voting rights in writing or via the Internet, etc. in advance instead of attending theMeeting in person. Please review the attached Reference Documents for the General Meeting of
Shareholders (pages 3 through 12), and exercise your voting rights by no later than 5:45 p.m. on
Thursday, June 18, 2020, Japan time.
1. Date and Time:

Friday, June 19, 2020 at 10:00 a.m. Japan time

2. Place:

Nomura Conference Plaza Nihonbashi 6F Large Hall, Nihonbashi
Muromachi Nomura Building (YUITO)
located at 2-4-3, Nihonbashimuromachi, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 91st term(from April 1, 2019 to March 31, 2020) and results of audits by Independent
Accountants and Audit & Supervisory Committee of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the 91st term (from April 1, 2019
to March 31, 2020)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 5 Directors (excluding Directors serving as Audit & Supervisory
Proposal 2:
Committee Members)
Election of 4 Directors serving as Audit & Supervisory Committee Members
Proposal 3:-1-◎ Among the documents to be provided upon the notification of convocation, the matters listed below areposted on the Company’s website pursuant to provisions of laws and regulations as well as Article 13 of theCompany’s Articles of Incorporation, and therefore are not provided in the Appendix of this Notice.
(1)
Consolidated Statements of Changes in Net Assets and Notes to the Consolidated Financial
Statements(2)Statements of Changes in Net Assets and Notes to the Non-consolidated Financial Statements
The above-mentioned matters posted on the Company’s website, together with the Appendix relating tomatters to be reported, are subject to audits by Independent Accountants and the Audit & Supervisory
Committee.
◎ If any revisions are required in the Reference Documents for the General Meeting of Shareholders or in
the Business Report, Non-consolidated Financial Statements, or Consolidated Financial Statements, therevised versions will be posted on the Company’s website.
The Company’s website: https://www.rikentechnos.co.jp/
Measures to prevent the spread of the COVID-19
We will take the following measures to prevent the spread of the COVID-19 at the 91st Ordinary
General Meeting of Shareholders. We appreciate your understanding and cooperation.
・We strongly encourage you to exercise your voting rights in writing or via the Internet, etc.
in advance instead of attending the Meeting in person regardless of your physical condition.
・For those who will attend the Meeting, the Company will set up a screening point at theentrance of the venue to measure body temperature. The Company may ask anyone with afever or other symptoms to leave the venue.
・We will significantly reduce seating capacity in an effort to secure more distance between
attendees.
・We will not hold a get-together for shareholders after the Meeting, and no souvenir will be
prepared .
For the latest information, please refer to the Company’s website: https://www.rikentechnos.co.jp/-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The management of the Company has been positioning the distribution of profits to our shareholders
through increased corporate value in the mid- to long-term as one of the most important management issues
and makes it a basic policy to ensure a steady stream of dividends while considering future business
investment, enhancement of shareholders’ equity, and other factors, with an aim at a consolidated dividend
payout ratio of 30% or more.
Based on the above-mentioned policy, we hereby propose a year-end ordinary dividend for the 91st fiscal
year (from April 1, 2019 to March 31, 2020) of ¥8.00 per share.
(1) Type of dividend properties
Cash(2) Allocation of dividend properties to shareholders and total amount thereof¥8.00 per share of common stock of the Company
Total amount of dividends: ¥510,777,056
The annual dividend for the current fiscal year, including the interim dividend, will be ¥16.00 per
share.
(3) Effective date of distribution of surplus
June 22, 2020-3-

Proposal 2:

Election of 5 Directors (excluding Directors serving as Audit & Supervisory
Committee Members)

The terms of office of all 4 Directors (excluding Directors serving as Audit & Supervisory Committee
Members) will expire at the conclusion of this meeting. Accordingly, we hereby propose the election of 5
Directors (excluding Directors serving as Audit & Supervisory Committee Members) with addition of one(1) Director in order to further enhance the management structure.
The Company selected each candidate for nomination in consultation with the voluntary Nomination
Committee chaired by an Independent Outside Director.
In addition, the Audit & Supervisory Committee has judged that each candidate is qualified as a Directorof the Company, after comprehensively evaluating the status of execution of duties in the 91st fiscal year andwork experience, etc.
The candidates for Directors (excluding Directors serving as Audit & Supervisory Committee Members)
are as follows:

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
General Manager, Sales & Marketing Dept., RIMTECCORPORATION
Kazuaki Tokiwa
Managing Director, RIKEN ELASTOMERS CORPORATION
January 2007
(October 8, 1960)
Deputy General Manager, Compound Div.; General Manager,
October 2011
Compound Sales & Marketing Dept., RIKEN TECHNOS
39,800CORPORATION[Reappointment]
April 2013
Vice Office Manager, Corporate Planning Office
June 2013
Director; Office Manager, Corporate Planning Office
Representative Director, President & COO (to present)
April 2016
[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Kazuaki Tokiwa carried out various measures to realize the Group’s management strategy and business plan in thecorporate planning division. He also has extensive experience and achievements as a corporate manager at the overseas
group companies. He has promoted various measures in the mid-term business plan by making use of the Company’s
global network and played a leading role in the Group’s management as Representative Director, President & COO sinceApril 2016. The Company nominated him as a candidate for Director because we believe that he will continue to contributeto enhancing the global group management and producing the synergy effect under the new three-year mid-term businessplan started in April 2019.
April 1981
Joined The Fuji Bank, Limited (current Mizuho Bank, Ltd.)
April 2009
Executive Officer; General Manager, Kobuna-cho Branch
May 2011
Join the Company
June 2011
Office Manager, Legal & Compliance Office
June 2012
Director; Office Manager, Legal & Compliance Office
April 2013
Director; Senior General Manager, Administrative Div.; General
Manager, General Affairs Dept.
April 2016
Director, Managing Executive Officer; Senior General Manager,
Administrative Div.; Senior General Manager, Corporate
Junji Irie
Planning Div.
(July 27, 1958)
January 2017
Director, Managing Executive Officer; Senior General Manager,
Administrative Div.; Senior General Manager, Corporate
35,200[Reappointment]
Planning Div.; General Manager, General Affairs Dept.
April 2017
Director, Managing Executive Officer; Senior General Manager,
Administrative Div.; General Manager, General Affairs Dept.
October 2017
Director, Managing Executive Officer; Senior General Manager,
Administrative Div.
April 2019
Director, Senior Managing Executive Officer; Senior General
Manager, Administrative Div.; Senior General Manager,
Corporate Planning Div.
April 2020
Director, Senior Managing Executive Officer; Senior General
Manager, Administrative Div. (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Junji Irie has extensive work experience at leading commercial banks and has considerable insight into management
derived from his experience working as a corporate executive. He has revised the corporate governance structure at theCompany’s administration division, and thereby contributed to strengthening the effectiveness of the Board of Directors’decision-making and supervising function. He has also contributed to streamlining the group management at the corporate
planning department. The Company nominated him as a candidate for Director because we believe that he will continue tocontribute to the reinforcement of group governance and the group management that leverages the group synergy.
March 1983
April 2002

1

2

Number ofshares of theCompany held

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1985
June 2008

3

4

Number ofshares of theCompany held

Joined the Company
Office Manager, Nagoya Sales Office; Office Manager,
Compound Vehicle R&D Office
March 2010
Deputy General Manager, Compound Div.
April 2011
Vice Office Manager, Corporate Planning OfficeGakuyuki Kajiyama September 2011 Managing Director, RIKEN ELASTOMERS CORPORATION(October 29, 1962) April 2016
Executive Officer, RIKEN TECHNOS CORPORATION;Managing Director, RIKEN ELASTOMERS CORPORATION
22,900[Reappointment]
April 2017
Senior Executive Officer; General Manager, Senior Corporate
Planning Div., RIKEN TECHNOS CORPORATION
June 2017
Director, Senior Executive Officer; Senior General Manager,
Corporate Planning Div.
April 2019
Director, Managing Executive Officer; Senior General Manager,
Sales & Marketing Div. (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Gakuyuki Kajiyama has extensive work experience at the Company’s technical department and sales & marketing
department. He has also contributed to strengthening the global competitiveness including promoting a global sales &marketing structure focused on North America, as a corporate manager of overseas group companies. He has engaged in
the formulation and planning of management and business strategy of the entire Group in the Company’s corporate
planning department since April 2017, and has promoted various measures in the mid-term business plan. He has worked tostrengthen a global sales structure at the sales & marketing department since April 2019. The Company nominated him as a
candidate for Director because we believe that he will continue to contribute to enhancing the global group management
and producing the synergy effect.
April 1985
Joined Mitsubishi Corporation
April 2009
Executive Officer; General Manager, Commodity Plastics
Products Div., Mitsubishi Corporation Plastics Ltd.
May 2013
General Manager, PVC Department, Mitsubishi Corporation
May 2017
General Manager , Purchasing, Lithium Energy and Power
Taisaburo KitaideGmbH & Co. KG(October 13, 1962) April 2018
General Manager, Lithium Procurement Group and Global
300
Procurement Group, Procurement Division, GS Yuasa[New Appointment]
Corporation
July 2019
Joined the Company; Deputy Senior General Manager,
Corporate Planning Div.
April 2020
Senior Executive Officer; Senior General Manager, Corporate
Planning Div.; Responsible for Procurement Div. (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Taisaburo Kitaide has engaged mainly in the vinyl chloride business at a leading trading company, and has
considerable insight into the industry derived from his extensive work experience. He has work experience at an overseas
affiliated company, and is well versed in global business activities. Since joining the Company, he has worked on various
measures to realize the Group’s management strategy and business plan in the corporate planning division. The Company
nominated him as a candidate for Director because we believe that he will contribute to enhancing the group managementby taking advantage of the aforesaid knowledge and experience.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1983
April 2009
January 2014

5

Number ofshares of theCompany held

Joined the Company
Office Manager, R&D Office III, Materials Development Center
Deputy Senior General Manager, Technical Div.; General
Manager, R&D Center; Office Manager, R&D Office I
Hitoshi Sugino
April 2016
Executive Officer; Deputy Senior General Manager, Technical(April 16, 1960)
Div.; General Manager, R&D Center; Office Manager, R&D
Office III
6,500[New Appointment] April 2019
Executive Officer; Senior General Manager, Technical Div.;
General Manager, R&D Center
April 2020
Executive Officer; Senior General Manager, Technical Div.;
Responsible for Manufacturing Div.; General Manager, R&D
Center (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Director]
Mr. Hitoshi Sugino has extensive knowledge in the technical fields of the industry to which the Company belongs. He has
worked to strengthen the Company’s technical capabilities for many years, and contributed to strengthening the Group’s
global competitiveness from a technical perspective. He also has knowledge about overall management. The Company
nominated him as a candidate for Director because we believe that he will contribute to further enhancing the Company’s
global management and producing the synergy effect going forward.
(Note) No special interests exist between any of the above candidates and the Company.

-7-

Proposal 3:

Election of 4 Directors serving as Audit & Supervisory Committee Members

The terms of office of all 4 Directors serving as Audit & Supervisory Committee Members will expire at
the conclusion of this meeting. Accordingly, we hereby propose the election of 4 Directors serving as Audit& Supervisory Committee Members.
The Audit & Supervisory Committee previously has given its approval.
The candidates for Directors serving as Audit & Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
October 1997
April 2006
June 2008
April 2010
September 2012
January 2016
April 2016

1

Number ofshares of theCompany held

Joined the Company
Office Manager, Legal Office
Office Manager, Corporate Planning Office
General Manager, Accounting Dept.
General Manager, Computer System Development Dept.
Masato Koizumi
Office Manager, Operational Administration Office(October 24, 1959)
Executive Officer; Office Manager, Operational Administration
11,000
Office[Reappointment]
January 2017
Executive Officer; Office Manager, Operational Administration
Office; General Manager, Computer System Development Dept.
April 2018
Assigned to Sales & Marketing Div.
June 2018
Director serving as Audit & Supervisory Committee Member (topresent)[Significant concurrent positions]
None[Reason for nomination as candidate for Director serving as Audit & Supervisory Committee Member]
Mr. Masato Koizumi has extensive work experience at the Company’s administrative department, corporate planningdepartment, and sales & marketing department. He also has significant insight into management derived from his
experience serving as the Company’s Executive Officer since April 2016. He has provided wide-ranging and objective
audits and advice to the management as a Director serving as Audit & Supervisory Committee Member since June
2018.The Company nominated him as a candidate for Director serving as Audit & Supervisory Committee Member
because we believe that he will continue to contribute to the auditing and supervision of the Group’s management.

-8-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1972

2

Number ofshares of theCompany held

Joined The Taiyo Bank Limited (current Sumitomo Mitsui
Banking Corporation)
April 2006
Executive Officer; General Manager, East Japan the 3rd
Corporate Marketing Div.; Sumitomo Mitsui Banking
Corporation
Takayuki Hayakawa April 2008
Executive Officer; General Manager, East Tokyo Corporate(February 16, 1954)
Marketing Div. (Retired in April 2009)
May 2009
Senior Marketing Executive Officer, Ginsen Co., Ltd. (Retired in[Reappointment]
May 2010)[Outside Director] June 2010
Representative Director & President, Yoei Holding Co., Ltd.
9,200
[Independent(Retired in June 2017)
Director]
Representative Director & President Yoei Co., Ltd. (Retired inJune 2017)
June 2013
Outside Corporate Auditor, RIKEN TECHNOSCORPORATION
June 2016
Outside Director serving as Audit & Supervisory Committee
Member (to present)[Significant concurrent positions]
Corporate Auditor, TKP Corporation
Outside Director, Toyo Kosan Ltd.
[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member]
Mr. Takayuki Hayakawa has considerable knowledge about finance and accounting and wide knowledge about corporate
management derived from his many years of experience working at leading commercial banks. He also has deep insight
into management derived from his experience as a corporate executive at each company. He has provided wide-ranging
and objective audits and advice to the management as an Outside Corporate Auditor of the Company since June 2013 andas an Outside Director serving as Audit & Supervisory Committee Member since June 2016. The Company nominatedhim as a candidate for Outside Director serving as Audit & Supervisory Committee Member because we believe that hewill continue to contribute to the auditing and supervision of the Group’s management.

-9-

No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
April 1976

3

Number ofshares of theCompany held

Joined the Saitama Bank, Ltd. (current Saitama Resona Bank,
Limited)June 2005
Managing Executive Officer in charge of Finance Div., Resona
Bank, Limited
June 2006
Director, Senior Managing Executive Officer in charge ofFinance Div. and in charge of Corporate Governance Office
Shigeharu
June 2008
Representative Director, Vice President & Executive Officer in
Nakamuracharge of Human Resources Division and in charge of Corporate(September 17, 1953)
Governance Secretariat (Retired in March 2012)
April 2012
Representative Director & President, Resona Research Institute[Reappointment]
4,100
Co., Ltd.
[Outside Director]
April 2014
Advisor (Retired in June 2014)[Independent
June
2014
Outside Corporate Auditor, RIKEN TECHNOS
Director]
CORPORATION
June 2016
Outside Director serving as Audit & Supervisory Committee
Member (to present)[Significant concurrent positions]
Director and Audit & Supervisory Committee Member, TOYO KANETSU K.K.
Auditor, F-TECH INC.
Outside Director, The Shoko Chukin Bank, Ltd.
[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member]
Mr. Shigeharu Nakamura has many years of experience as an officer responsible for risk management and corporate
governance at leading commercial banks, as well as deep insight into management derived from his experience as acorporate executive at each company. He has provided wide-ranging and objective audits and advice to the management
as an Outside Corporate Auditor of the Company from June 2014 and as an Outside Director serving as Audit &Supervisory Committee Member from June 2016. The Company nominated him as a candidate for Outside Director
serving as Audit & Supervisory Committee Member because we believe that he will continue to contribute to the auditing
and supervision of the Group’s management.

- 10 -

No.

Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1982

4

Joined The Yasuda Fire and Marine Insurance Co., Ltd. (current
Sompo Japan Nipponkoa Insurance Inc.)
April 2007
General Manager, Kanagawa Service Center, Sompo Japan
Insurance Inc. (current Sompo Japan Nipponkoa Insurance Inc.)
April 2010
General Manager, The 2nd Sales Dept., Kanto Service Center,
Sompo Japan Nipponkoa Insurance Inc.
Kazuma Shibata
April 2012
Executive Officer; General Manager, Sales Dept., Tokyo Service(November 10, 1957)
CenterApril 2013
Executive Officer; General Manager, The 1st Tokyo Insurance[Reappointment]
Claims Service Dept.; General Manager, The 2nd Tokyo[Outside Director]
1,900
Insurance Claims Service Dept.
[Independent
October 2013
Executive Officer; General Manager, The 2nd Tokyo Insurance
Director]
Claims Service Dept.; Special Mission General Manager, The 1st
Tokyo Insurance Claims Service Dept. (Retired in March 2014)
April 2014
Auditor, National Hospital Organization
April 2016
Director, National Hospital Organization (Retired in March
2018)
June 2018
Outside Director serving as Audit & Supervisory Committee
Member (to present)[Significant concurrent positions]
None[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member]
Mr. Kazuma Shibata has deep insight into management derived from his involvement in companies in various
types of businesses and industries through his experience working in a casualty insurance company, etc. He has
provided wide-ranging and objective audits and advice to the management as an Outside Director serving as Audit &Supervisory Committee Member since June 2018. The Company nominated him as a candidate for Outside Director
serving as Audit & Supervisory Committee Member because we believe that he will continue to contribute to the auditing
and supervision of the Group’s management.
(Notes) 1. No special interests exist between any of the above candidates and the Company.
2. Matters concerning candidates for Outside Directors:(1) Messrs. Takayuki Hayakawa, Shigeharu Nakamura and Kazuma Shibata are candidates for Outside Directors
serving as Audit & Supervisory Committee Members.
(2) Messrs. Takayuki Hayakawa, Shigeharu Nakamura and Kazuma Shibata are currently Outside Directors
serving as Audi t& Supervisory Committee Members of the Company, and their terms of office will be twoyears at the conclusion of this meeting.
(3) The Company has entered into agreements with Messrs. Takayuki Hayakawa, Shigeharu Nakamura andKazuma Shibata to limit their liability for damages pursuant to Article 427, Paragraph 1 of the Companies Act.
If their reelection is approved, the Company will continue the said agreements with them. The maximum
amount of liability under the said agreement is the minimum liability amount stipulated by laws andregulations.
(4) The Company currently registers Messrs. Takayuki Hayakawa Shigeharu Nakamura, and Kazuma Shibata as
Independent Directors stipulated by the Tokyo Stock Exchange. If their reelection is approved, the Company
will continue to register them as Independent Directors.

- 11 -

Reference [Management structure after the proposals are approved]
If Proposals 2 and 3 are approved as originally proposed, the Company’s management structure will be as
follows:
Director

Name
Kazuaki Tokiwa[Reappointment]

Junji Irie

[Reappointment]

Gakuyuki Kajiyama[Reappointment]

Taisaburo Kitaide[New appointment]

Hitoshi Sugino[New appointment]

Masato Koizumi[Reappointment]

Takayuki Hayakawa
Shigeharu
Nakamura
Kazuma Shibata[Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent]

Positions and Responsibility in the Company
Representative
Director, President &COO
Representative
Director, Senior
Senior General Manager, Administrative Div.
Managing Executive
Officer
Director, Managing
Senior General Manager, Sales &Marketing Div.
Executive Officer;
Director, Senior
Senior General Manager, Corporate Planning
Executive Officer
Div.; Responsible for Procurement Div.
Senior General Manager, Technical Div.;
Director,
Responsible for Manufacturing Div.; General
Executive Officer
Manager, R&D Center
Director
Full-time Audit &Supervisory
Committee Member
Outside Director
Audit & Supervisory
Committee Member
Outside Director
Audit & Supervisory
Committee Member
Outside Director
Audit & Supervisory
Committee Member

Executive Officer

Name
Hirofumi Otani
Michihisa Tasaka

Positions and Responsibility in the Company
Senior Executive
Officer
Senior Executive
OfficerTakeshi Sugie

Executive Officer

Masashi Tosaka

Executive Officer

Toshimi Yamanaka

Tomozo Ogawa

Executive Officer

Executive Officer- 12 -

Senior General Manager, Innovative Film
Business Div.
Senior General Manager, Quality AssuranceDiv.
Senior General Manager, Procurement Div.;
General Manager, Logistics Dept.
General Manager, Building & Construction
Business Unit
President, RIKEN AMERICASCORPORATION;
President, RIKEN ELASTOMERSCORPORATION
Senior General Manager, Manufacturing Div.;
General Manager, Process Management Dept.