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 no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 4220)
May 30, 2023
(Measures for electronic provision start on: May 24, 2023)
To Shareholders with Voting Rights:
Kazuaki Tokiwa
Representative Director, President & CEO
RIKEN TECHNOS CORPORATION
Main Office: 2-101, Kanda-Awajicho,
Chiyoda-ku, TokyoNOTICE OF THE 94th 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 94th Ordinary General Meeting of Shareholders of RIKEN TECHNOSCORPORATION (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision,and matters to be provided electronically are posted on the following website on the Internet.
The Company’s website:
https://www.rikentechnos.co.jp/e/ir/news/
In addition to the above-mentioned website, matters to be provided electronically are posted on the websiteof the Tokyo Stock Exchange (TSE). Please access the following TSE website (TSE Listed Company Search),enter the issue name (company name) or the stock exchange code to search, and select “Basic information” andthen “Documents for public inspection/PR information” to confirm the information.
TSE website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not planning on attending the meeting in person, you can exercise your voting rights via theInternet or in writing. Please review the Reference Documents for the General Meeting of Shareholders
described in matters to be provided electronically, and exercise your voting rights by no later than 5:45
p.m. on Thursday, June 15, 2023, Japan time.

-1-1. Date and Time:

Friday, June 16, 2023 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 94th term(from April 1, 2022 to March 31, 2023) and results of audits by Independent
Accountants and Audit & Supervisory Committee of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the 94th term (from April 1, 2022
to March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 4 Directors (Excluding Directors serving as Audit & Supervisory
Proposal 2:
Committee Members)◎ The paper copy sent to shareholders does not contain the following items pursuant to provisions of laws
and regulations as well as Article 13, Paragraph 2 of the Company’s Articles of Incorporation. Accordingly,
this paper copy comprises a part of documents audited by the Independent Accountants and Audit &Supervisory Committee in preparing their respective audit reports.
(1) Consolidated Statements of Changes in Net Assets and Notes to the Consolidated Financial Statements(2) Non-Consolidated Statements of Changes in Net Assets and Notes to the Non-Consolidated Financial
Statements◎ If any revisions are required in the matters to be provided electronically, the contents of revisions will be
posted on each website on which those matters are posted.
◎ When deciding whether to attend the meeting in person, please consider your own health condition andkindly refrain from traveling to the venue if you feel unwell.
◎ If any changes are required for the operation of the meeting, etc., we will notify on the Company’s website(https://www.rikentechnos.co.jp/e/).
◎ We will not hold a get-together for shareholders after the meeting.

-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.
The Company has changed its basic policy for dividends effective the 94th fiscal year (from April 1, 2022 toMarch 31, 2023) 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
about 35%.
Based on the above-mentioned policy, we hereby propose paying a year-end ordinary dividend of ¥16 pershare for the 94th fiscal year, an increase of ¥5 per share from the previous fiscal year.
(1) Type of dividend properties
Cash(2) Allocation of dividend properties to shareholders and total amount thereof¥16.00 per share of common stock of the Company
Total amount of dividends: ¥1,025,815,536
The annual dividend for the current fiscal year, including the interim dividend, will be ¥25.00 per share,
an increase of ¥6 per share from the previous fiscal year.
(3) Effective date of distribution of surplus
June 19, 2023

-3-

Proposal 2:

Election of 4 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; the same shall apply hereinafter in this Proposal) will expire at the conclusion of this meeting.
Accordingly, we hereby propose the election of 4 Directors.
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 94th fiscal year, etc.
The candidates for Directors are as follows:No.

1

Reappointment

Attendance at theBoard of Directors
meetings

Name

GenderCurrent positions and responsibilities in
the Company

Kazuaki Tokiwa

Male

Representative Director
President & CEO

16/16 times(100%)

Male

Representative Director, Senior
Managing Executive Officer
Senior General Manager, AdministrativeDiv.

16/16 times(100%)

2

Reappointment

3

Reappointment Gakuyuki Kajiyama

Male

Director, Managing Executive Officer
Senior General Manager, Sales &Marketing Div.

16/16 times(100%)

4

Reappointment

Male

Director, Senior Executive Officer
Senior General Manager, TechnicalDiv.

16/16 times(100%)

Junji Irie

Hitoshi Sugino

-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
55,900CORPORATION[Reappointment]
April 2013
Vice Office Manager, Corporate Planning Office
June 2013
Director; Office Manager, Corporate Planning Office
Representative Director, President & CEO (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 Medium-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 & CEO 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 three-year Medium-term Business
Plan started in April 2022.
April 1981
Joined The Fuji Bank, Limited (current Mizuho Bank, Ltd.)
April 2009
Executive Officer; General Manager, Kobuna-cho Branch
May 2011
Joined 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
Planning Div.
January 2017
Director, Managing Executive Officer; Senior General Manager,
Administrative Div.; Senior General Manager, Corporate
Planning Div.; General Manager, General Affairs Dept.
Junji Irie
April 2017
Director, Managing Executive Officer; Senior General Manager,(July 27, 1958)
Administrative Div.; General Manager, General Affairs Dept.
50,300
October 2017
Director, Managing Executive Officer; Senior General Manager,[Reappointment]
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.
June 2020
Representative Director, Senior Managing Executive Officer;
Senior General Manager, Administrative Div.
April 2022
Representative Director, Senior Managing Executive Officer;
Senior General Manager, Administrative Div.; Senior General
Manager, Corporate Planning Div.
April 2023
Representative 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
35,800[Reappointment]
April 2017
Senior Executive Officer; Senior General Manager,
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 Medium-term Business Plan. He has
worked to strengthen 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.
March 1983
Joined the Company
April 2009
Office Manager, R&D Office III, Materials Development Center
January 2014
Deputy Senior General Manager, Technical Div.; General
Manager, R&D Center; Office Manager, R&D Office I
April 2016
Executive Officer; Deputy Senior General Manager, TechnicalDiv.; General Manager, R&D Center; Office Manager, R&D
Office III
April 2019
Executive Officer; Senior General Manager, Technical Div.;
General Manager, R&D Center
Hitoshi Sugino
April 2020
Executive Officer; Senior General Manager, Technical Div.;(April 16, 1960)
Responsible for Manufacturing Div.; General Manager, R&D
10,500Center[Reappointment]
June 2020
Director, Executive Officer; Senior General Manager, TechnicalDiv.; Responsible for Manufacturing Div.; General Manager,
R&D Center
April 2021
Director, Executive Officer; Senior General Manager, TechnicalDiv.; General Manager, R&D Center
April 2022
Director, Senior Executive Officer; Senior General Manager,
Technical Div.; General Manager, R&D Center
April 2023
Director, Senior Executive Officer; Senior General Manager,
Technical Div. (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 continue to contribute to further enhancing theCompany’s global management and producing the synergy effect going forward.

-6-

(Notes) 1. No special interests exist between any of the above candidates and the Company.
2. The Company has entered into a directors and officers liability insurance agreement pursuant to Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. The insurance agreement covers legal damages andlitigation expenses to be borne by the insured parties.
The candidates are included as insured parties in the insurance agreement. If this Proposal is approved and they are
reelected, the candidates will continue to be included as the insured parties and the Company plans to renew theinsurance agreement during their terms of office.

-7-

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

Name
Kazuaki Tokiwa[Reappointment]

Junji Irie

[Reappointment]

Gakuyuki Kajiyama[Reappointment]

Hitoshi Sugino[Reappointment]

Masato Koizumi[Incumbent]

Takayuki Hayakawa

Shigeharu Nakamura

Shigeru Ehara

Aogi Suemura[Incumbent][Outside][Independent][Incumbent][Outside][Independent][Incumbent][Outside][Independent][Incumbent][Outside][Independent]

Positions and Responsibility in the Company
Representative
Director, President& CEO
Representative
Director, Senior
Senior General Manager, Administrative Div.
Managing Executive
Officer
Director, Managing
Senior General Manager, Sales & Marketing Div.
Executive Officer
Director,
Senior Executive
Senior General Manager, Technical Div.
Officer
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
Outside Director
Audit & Supervisory
Committee Member-8-

Executive Officer (Excluding those who concurrently serve as Directors)

Name
Michihisa Tasaka

Takeshi Sugie

Toshimi Yamanaka

Tomozo Ogawa

Hisashi Onozuka

Fumitoshi Nakamura

Michio Noishiki
Akihiro Tamura

Positions and Responsibility in the Company
Senior General Manager, Quality Assurance
Senior Executive
Div.; General Manager, Quality Assurance
Officer
Dept.; General Manager, Start-up Office for
New Business Development
Senior General Manager, Procurement Div.;
Executive Officer
General Manager, Logistics Dept.
Regional Officer, North America;
President, RIKEN AMERICAS
Executive Officer
CORPORATION;
President, RIKEN ELASTOMERSCORPORATION
Senior General Manager, Manufacturing Div.;
Executive Officer
Factory Manager, Saitama Factory
Deputy Senior General Manager, Sales &Marketing Div.; General Manager, Sales &Executive Officer
Marketing Strategy Dept.; General Manager,
Film Business Unit
Deputy Senior General Manager, Sales &Marketing Div.; General Manager,
Executive Officer
Transportation Business Unit; General Manager,
Nagoya Sales OfficeSenior General Manager, Corporate Planning
Executive Officer
Div.
Regional Officer, ASEAN;
Executive Officer
Managing Director, RIKEN (THAILAND) CO.,
LTD.

-9-

Reference [Skills Matrix of the Board of Directors (Corporate Governance Code Supplementary Principle 411①)]

Skill
Name

Position

Corporate
management/

Sales/

Management MarketingstrategyKazuakiTokiwaRepresentative
Director, President
& CEO

○

Junji Irie

Representative
Director, Senior
Managing Executive
Officer○

Gakuyuki Director, Managing
Kajiyama Executive Officer○

HitoshiSuginoMasatoKoizumiTakayuki
Hayakawa
Shigeharu
Nakamura
Shigeru
Ehara
Aogi
Suemura○Personnel/
Labor/
R&D/
Legal/Risk
ESG/
Finance/
GlobalHuman
Sustainability
experience Manufacturing Accounting management
resource
development

○

○

○

○

○

Director,
Senior Executive
Officer
Director
Full-time Audit &Supervisory
Committee Member
Outside Director
Audit & Supervisory
Committee Member(Head/Independent)
Outside Director
Audit & Supervisory
Committee Member(Independent)
Outside Director
Audit & Supervisory
Committee Member(Independent)
Outside Director
Audit & Supervisory
Committee Member(Independent)

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

- 10 -DX/IT○

Business Report(April 1, 2022 - March 31, 2023)

1. Overview of the Corporate Group(1) Business Progress and Results
The Japanese economy during the fiscal year under review was on a recovery trend as a whole. Despitesome weakness seen in corporate production activities, consumer spending moderately picked up following
the relaxation of tight restrictions on activities that had been placed to combat COVID-19.
Overseas, economies stalled in some regions due to the resurgence in COVID-19 infections, but economic
activities gradually recovered and continued to pick up moderately as a whole.
Looking by industry, the automotive market saw recovery in auto production volume across the globe,
while in the construction materials market in Japan, the number of housing starts has been on a weak note.
The consumer-electronic market in Japan remained steady.
In this environment, the Group advanced concrete initiatives under the four strategies, namely,“Intensifying global management and generate synergies,” “Staying ahead of customers’ expectations,”“Taking on the challenge toward new businesses and products,” and “Contributing to solving environmental
and social issues,” in the first year of the Medium-term Business Plan “Challenge Now for Change New
2024: Challenge for Innovation.”
As a result, consolidated net sales amounted to 123,497 million yen, or up 12.3% year on year,
consolidated operating profit was 7,506 million yen, or up 19.3% year on year, consolidated ordinary profit
came to 7,964 million yen, or up 15.6% year on year, and profit attributable to owners of parent was 4,557
million yen, or up 15.6% year on year.
Net sales¥123,497 million
Up 12.3% YoY

Operating profit¥7,506 million
Up 19.3% YoY

Ordinary profit¥7,964 million
Up 15.6% YoYProfit attributable to owners of parent¥4,557 million
Up 15.6% YoY

Results by segment are as follows.
1)

Transportation
Automotive production recovered both in Japan and abroad, resulted in increased revenue, partly due
to passing rising raw materials costs on to product prices.
Segment profit increased due to higher sales both in Japan and abroad.
As a result, net sales amounted to 38,090 million yen and segment profit came to 3,858 million yen.

2)

Daily Life & Healthcare
In Japan, the performance trended toward recovery from the impact of COVID-19, and revenue grew
due to higher sales of compounds for medical and daily life materials markets.
Overseas, the performance recovered from the impact of COVID-19, and sales of compounds for
medical market increased in ASEAN countries, leading to revenue growth.
Segment profit declined as we delayed in passing the rise in raw materials costs on to prices in foodwrapping materials.
As a result, net sales amounted to 33,492 million yen and segment profit came to 1,477 million yen.

3)

Electronics
In Japan, revenue increased due to higher sales of PVC compounds for electric power and industrial
wires, and for information communication use.
Overseas, sales of PVC compounds increased in US and ASEAN, leading to higher revenue.
Segment profit increased thanks to higher sales both in Japan and abroad.
As a result, net sales were 24,626 million yen and segment profit was 996 million yen.

- 11 -

4)

Building & Construction
In Japan, although new housing starts remained flat, revenue increased because of higher sales of PVC
compounds for resin sashes, thanks to the government’s campaign to promote housing energy
conservation in 2023.
Overseas, revenue increased due to higher sales of PVC compounds in North America.
Segment profit decreased as a result of lower sales of films in Japan and a delay in passing risingmaterial costs on to prices.
As a result, net sales were 27,186 million yen and segment profit came to 1,050 million yen.

(2) Capital Investments
Total capital expenditures amounted to 3,909 million yen in the fiscal year under review. Major
investments are described below.
Major facilities under development in the fiscal year under review
 Subsidiary
RIKEN (THAILAND) CO., LTD.
Construction of additional compounds manufacturing factories(3) Financing
No material items to report.
(4) Issues to Be Addressed
The Japanese economy is expected to follow a moderate recovery trend, underpinned by the growth
momentum seen in some sectors in the course of shifting to the post-COVID era. However, the outlook willremain uncertain due to factors that may cause stagnation, such as monetary tightening in Europe and the US
against the global inflation, the prolonged situation in Ukraine, exports on a weak note associated with aslowdown in overseas economies, and increasing prices due to a spike in resource prices.
In terms of business operations of the Group, cost of sales is expected to soar more than the year earlier,due to rising electricity rates and other utility costs and an increase in transportation costs.
In such a situation, the Group aims to become the leading provider of comfort for all living spaces, withits management policy of “Challenge Now for Change New 2024: Challenge for Innovation” in the threeyear Medium-term Business Plan. In the fiscal year ending March 31, 2024, the second year of the three-year
Medium-term Business Plan, the Group will work as one to implement various measures toward resolving
issues, led by the four strategies upheld in the plan, namely, “Intensify global management and generatesynergies,” “Stay ahead of customers’ expectations,” “Take on the challenge toward new businesses andproducts” and “Contribute to solving environmental and social issues.”
1) Intensify global management and generate synergies
Positioning ASEAN as an important region, we strive to capture an overwhelming market share andto increase the number of field in which we hold the leading share through targeted allocation ofmanagement resources. In addition, we will further reinforce a global cross-functional management
spearheaded by each division.
2)

Stay ahead of customers’ expectations
The Company’s strength/business model is to quickly provide solutions to accommodate customer
needs. We will further reinforce and develop this capability. Specifically, we build systems to anticipate
and realize potential customer needs, while also enhancing our analysis skills and proposal ability. Also,in order to speed up solution delivery, we will reinforce our R&D facilities and utilize Materials
Informatics (MI).

3)

Take on the challenge toward new businesses and products
Getting back to our basic philosophy as a challenger, we will take on the challenge of establishing abusiness which will become a profit pillar in the future. While advancing the integration of the existing
compounds technologies and film technologies, our Start-up Office for New Business Development,
which was launched last year, will search for new themes that may lead up to new businesses and products,
including academic-industrial partnerships.

4)

Contribute to solving environmental and social issues
The Group will continue to contribute to the realization of a sustainable society through developing- 12 -

and popularizing environmentally friendly products. Recognizing that responding to issues surrounding
sustainability is one of our key management challenges, the Group seeks to help realize a sustainable
society and enhance our enterprise value by incorporating these issues into our management. In addition
to complying with various laws and regulations on environment and chemical substances, we arecommitted to developing products that help reduce environmental impacts, and to improving
manufacturing methods. Striving for a circular economy, we promote various initiatives within the Group.
Looking by segment, in “Transportation,” we will strengthen efforts in the fields of electricalcomponents and molded parts for automobiles, and advance sales promotion activities.
In “Daily Life & Healthcare,” we will implement a sales strategy from a global perspective inenvironmental materials, products for medical use and the food packaging field.
In “Electronics,” our focus will be placed on the fields of electric power and industrial wires,
telecommunications and optical film, and on advancing sales promotion activities.
In “Building & Construction,” initiatives in interior films for housing and non-housing markets andthe housing and building materials fields will be strengthened, while expanding sales overseas.
In terms of corporate governance, in order to achieve sustainable growth and improve corporate value
over the medium to long term through the implementation of the management philosophy “RIKENTECHNOS WAY”, we will further strengthen group governance, and increase effectiveness of the internal
control system including that of consolidated subsidiaries, and improve awareness on risk and compliance.
Through these initiatives, the Group will strive to ensure management transparency and impartiality. The
Group will also step up its efforts for constructive dialogue with shareholders and investors.
We anticipate that competitions will become increasingly severe on a global scale. Each division andconsolidated subsidiary in Japan and abroad will cooperate in tackling various issues, with all employees
working as one toward accomplishing the three-year Medium-term Business Plan.
We ask for the continued support and encouragement of all of our shareholders.

- 13 -

[Reference] Sustainability Initiatives
1. Governance system
In light of dramatic changes in the environment surrounding the RIKEN TECHNOS Group (the“Group”), we have established the Sustainability Committee as a function linking the frontlines andmanagement in order to further incorporate the expectations of stakeholders into our corporate activities.
The Sustainability Committee and its subordinate organization, the Environment Committee, deliberate on
responses to climate change, and report their deliberations and findings to the Management Committee.
In the fiscal year ended March 31, 2023, the Sustainability Committee mainly deliberated the following
two items: (1) information disclosure in line with the TCFD recommendations and (2) material issues(materialities).
(1) In order to disclose information in line with the TCFD recommendations, the Committee deliberated thefollowing items and disclosed information in June 2022 after adopting resolution at a Board of Directors
meeting.
 Climate-related scenario analysis
 Identification and materiality assessment of short-, medium-, and long-term climate-related risks
and opportunities
 Strategic approach policy for identified significant climate-related risks and opportunities Consideration of specific measures for responding to climate-related risks and opportunities(2) To achieve a long-term vision, the Committee deliberated materialities, which were thendetermined by the Board of Directors in March 2023.
(Organizational structure)- 14 -

2. Strategies and indicators
The Group determined its materialities at a Board of Directors meeting held in March 2023. The
following nine items of the materialities were considered as of particular importance. To promote initiatives,
the Group has set KPIs for these items.
The progress of materialities is managed by the Sustainability Committee.

- 15 -

3. Response to climate change (Contribute to a sustainable global environment)
Greenhouse gas emissions may pose a risk for the Group’s overall financial condition, but by
developing products acceptable to a decarbonized society, this situation can also lead to business
opportunities. In addition to setting medium- to long-term emissions reduction targets for the Group
as a whole, we are planning specific initiatives to cut CO2 emissions and have determined indicators
to manage the progress of these initiatives.
The Group’s medium- to long-term CO2 emissions reduction targets (Scope 1 and 2)
 The Company’s Non-consolidated targets for 2030 (Scope 1 and 2)
24,139 tons (46.2% decrease from FY2019) *(FY2019 baseline: 44,868 tons)
We are seeking to achieve carbon neutrality for the entire Group by 2050.
CO2 emissions reduction targets- 16 -

4. Human resource strategy (“Nurture appropriate human resources for a challenger”)
We consider it to be the most important to secure and nurture personnel who are required to executethe three strategies among the four under the Group’s three-year Medium-term Business Plan, and are
implementing various initiatives.
Strategies in the Medium-term Business Plan
Intensify global management and generatesynergies
Stay ahead of customers’ expectations
Take on the challenge toward new businesses andproducts

Personnel required for executing strategies
Personnel capable of implementing global
business strategies
Personnel with analytical ability and strategic
perspective
Personnel with diverse points of view

The Group formulated its “Human Resource Development Policy” and “Internal Environment
Development Policy” to realize diverse ways of working and to create schemes and environment where
diverse human resources feel comfortable in exerting their individualities and work to their fullest
potential freely and energetically.
<Human Resource Development Policy>
Employees and the Company have a relationship of mutual growth, and “the employee’s growthmeans the company’s growth.”
Our policy for human resource development aims for a state in which 1) each employee
implements the “RIKEN TECHNOS WAY” and grows into human resource that the Company expects
them to be; and 2) the Company achieves growth simultaneously by uniting abilities possessed byeach individual and exerting it as an organizational capability.
<Internal Environment Development Policy>
To become a globally competitive company, the policy for internal environment development of
the Company is to establish systems and foster a culture so that employees with diverse individualities
can play active roles at work.

- 17 -

(5) Trends in Assets and Income
1) Trends in assets and income of the corporate group(In millions of yen, unless otherwise specified.)
FY2022FY2019FY2020
FY2021The 94thItem
The 91st
The 92nd
The 93rdfiscal year
fiscal year
fiscal year
fiscal year
(Fiscal year
under review)
Net sales
98,80888,224
109,923
123,497
Operating profit
5,581
5,313
6,292
7,506
Ordinary profit
5,670
5,652
6,889
7,964
Profit attributable to owners
3,064
3,234
3,941
4,557
of parent
Basic earnings per share
48.11
51.22
62.47
72.11
(yen)
Total assets
91,86895,208102,641
112,002
Total net assets
57,586
61,07665,44872,165
Net assets per share (yen)788.77852.51914.83999.00Note: The Group has applied the “Accounting Standard for Revenue Recognition” (AccountingStandards Board of Japan (ASBJ) Statement No. 29, March 31, 2020), etc. effective fromthe 93rd fiscal year. The assets and income for the 93rd fiscal year onward are shown infigures after the application of the said accounting standard, etc.
2) Trends in assets and income of the Company(In millions of yen, unless otherwise specified.)
FY2022FY2019FY2020
FY2021The 94thItem
The 91st
The 92nd
The 93rdfiscal year
fiscal year
fiscal year
fiscal year
(Fiscal year
under review)
Net sales
41,65535,516
43,57857,080Operating profit
1,869
1,466
2,567
3,179
Ordinary profit
3,687
3,188
4,260
5,332
Profit
1,778
2,652
3,615
4,232
Basic earnings per share
27.92
42.01
57.30
66.96
(yen)
Total assets
60,53365,73971,69876,493
Total net assets
44,43848,14050,80554,469Net assets per share (yen)705.12763.66804.64861.05
Note: The Company has applied the “Accounting Standard for Revenue Recognition” (AccountingStandards Board of Japan (ASBJ) Statement No. 29, March 31, 2020), etc. effective fromthe 93rd fiscal year. The assets and income for the 93rd fiscal year onward are shown infigures after the application of the said accounting standard, etc.
(6) Material Parent Companies and Subsidiaries
1) Parent companies
Not applicable.

- 18 -

2) Material subsidiaries
Company

CapitalThousand JPY
48,000Thousand JPY
24,000Shareholding
by theCompany (%)

Main business item

Manufacture and sales ofelectric wire and cable
Molding, processing and sales
KYOEI PLASTIC MFG CO., LTD.
100.00of synthetic resin products
Procurement and sales of
RIKEN TECHNOS INTERNATIONAL
Thousand JPY
100.00synthetic resin processed
CORPORATION
10,000products
Manufacture and sales of PVC
RIKEN CHEMICAL PRODUCTS CO.,
Thousand JPY
100.00and high functional plastic
LTD.
300,000
compoundWholesaling of flooring andwall-covering materials,
Thousand JPY
planning and design services
IMI Co., LTD.
89.23
30,000for wall-covering materials,
and wholesaling of otherbuilding materials
Thousand THB
Manufacture and sales of PVC
RIKEN (THAILAND) CO., LTD.
40.00
120,000
compoundRIKEN ELASTOMERS (THAILAND) CO., Thousand THB
Manufacture and sales of high100.00LTD.
300,000
functional plastic compound
Thousand USD
Manufacture and sales of PVC
PT. RIKEN INDONESIA
56.22
11,000compoundThousand USD
Manufacture and sales of PVC
RIKEN VIETNAM CO., LTD.
100.0020,000compoundThousand INR
100.00
Sales, import and export of
RIKEN TECHNOS INDIA PVT. LTD.
20,000(1.00)
plastic products
Manufacture and sales of PVC
SHANGHAI RIKEN TECHNOS
Thousand USD
compound and procurement
70.00
CORPORATION
7,500
and sales of functional film
products
RIKEN TECHNOS (JIANG SU)
Thousand USD
Manufacture and sales of food
92.59
CORPORATION
13,500wrapping film
RIKEN TECHNOS INTERNATIONAL
Thousand KRW
Sales, import and export of100.00KOREA CORPORATION
1,800,000
plastic products
Thousand USD
Procurement and sales of
RIKEN U.S.A. CORPORATION
100.001,000
functional film
Thousand USD
Sales of high functional plastic
RIKEN AMERICAS CORPORATION
62.94
30,000compound and PVC compound
Thousand USD
62.94
Manufacture of PVC
RIMTEC CORPORATION
13,415(62.94)compound
Manufacture of high functional
Thousand USD
62.94
RIKEN ELASTOMERS CORPORATION
plastic compound and PVC
28,741*3(62.94)compoundNotes: 1. Figures in parenthesis in Shareholding by the Company indicate indirect ownership ratio
included in the total.
2. RIMTEC CORPORATION is RIMTEC MANUFACTURING CORPORATION in thecompany register.
3. Capital marked with an asterisk includes legal capital surplus.
4. The liquidation of RIKEN (SHANGHAI) CORPORATION was completed on November 8,2022.
5. The Company absorbed and merged RIKEN TECHNOS INTERNATIONAL CORPORATION,
a wholly-owned subsidiary, on April 1, 2023.
RIKEN CABLE TECHNOLOGY CO., LTD.

- 19 -

100.00(7) Principal Business
The Group conducts business in the following four segments based on markets.
Segment nameBusiness strategy
Major products[market]Establish overwhelming presence in AsianTransportation
and North American markets and strengthen Compounds[automobile, railroad, andsales of functional parts mainly in theFilmsshipping markets, etc.]
automotive field
Daily Life & Healthcare
Compounds
Expand high value-added products in[healthcare, materials for daily
Films
medical, healthcare and daily life materials
life, and food wrapping film
Food wrapping
markets and take on new fields
markets, etc.]
films
Contribute to infrastructure that supports
Electronics
comfortable living through the electric wire
Compounds[energy, communications, andfield and develop unique products that create Films
IT equipment markets, etc.]
the future of optics
Building & Construction[housing, buildings,
Provide functional, environmentally friendly
Compounds
construction materials, andand beautiful materials in the field ofFilms
civil engineering markets,
building materials
etc.](8) Principal Sales Offices and Factories
1) The Company
Name
Head OfficeOsaka Branch Office
Nagoya Sales Office
Saitama Factory
Mie FactoryGunma Factory
Nagoya Factory

Location
Chiyoda-ku, Tokyo
Kita-ku, Osaka-shi
Naka-ku, Nagoya-shi
Fukaya-shi, Saitama
Kameyama-shi, Mie
Ota-shi, Gunma
Minami-ku, Nagoya-shi
Ota-ku, Tokyo / Fukaya-shi, Saitama /Kameyama-shi, Mie / Ota-shi, Gunma

R&D Center2) Subsidiaries
Name
Location
RIKEN CABLE TECHNOLOGY CO., LTD.
Iruma-shi, Saitama
KYOEI PLASTIC MFG CO., LTD.
Nishi Shirakawa-Gun, Fukushima
RIKEN TECHNOS INTERNATIONAL CORPORATION
Chiyoda-ku, Tokyo
RIKEN CHEMICAL PRODUCTS CO., LTD.
Konan-shi, Shiga
IMI Co., LTD.
Chiyoda-ku, Tokyo
RIKEN (THAILAND) CO., LTD.
Pathumthani, THAILAND
RIKEN ELASTOMERS (THAILAND) CO., LTD.
Pranakorn Sri Ayutthaya, THAILAND
PT. RIKEN INDONESIA
Jawa Barat, INDONESIA
RIKEN VIETNAM CO., LTD.
Binh Duong Province, VIET NAM
RIKEN TECHNOS INDIA PVT. LTD.
Haryana, INDIASHANGHAI RIKEN TECHNOS CORPORATION
Shanghai, CHINA
RIKEN TECHNOS (JIANGSU) CORPORATION
Jiangsu Province, CHINA
RIKEN TECHNOS INTERNATIONAL KOREA
Asan-si, Korea
CORPORATIONRIKEN U.S.A. CORPORATION
Michigan, U.S.A.
RIKEN AMERICAS CORPORATION
Kentucky, U.S.A.
RIMTEC CORPORATIONNew Jersey, U.S.A.
RIKEN ELASTOMERS CORPORATION
Kentucky, U.S.A.
Notes: 1. RIMTEC CORPORATION is RIMTEC MANUFACTURING CORPORATION in the- 20 -

company register.
2. The liquidation of RIKEN (SHANGHAI) CORPORATION was completed on November 8,
2022.
3. IMI Co., LTD. has relocated its head office on December 19, 2022.
4. The Company absorbed and merged RIKEN TECHNOS INTERNATIONALCORPORATION, a wholly-owned subsidiary, on April 1, 2023.

(9) Employees
1) Employees of the corporate group
Number of employees

Change from the previous fiscal year-end
Increased by 11

1,8952) Employees of the Company
Change from the
Average years of
Number of employees
Average age
previous fiscal year-end
service780
Increased by 1
42.9 years old
17.4 years
Note: Number of employees is the number of full-time employees (excluding persons who weretransferred to other companies and including persons who were transferred to the Company).
(10) Principal Lenders(In millions of yen)Amount of borrowing
Mizuho Bank, Ltd.
4,125
Resona Bank, Limited.
1,585
Sumitomo Mitsui Banking Corporation
2,369
The Bank of Yokohama, Ltd.
535
City of Hopkinsville, Kentucky, U.S.A.
1,327
Notes: 1. The amount of borrowing from Mizuho Bank, Ltd. incudes borrowings from Mizuho Bank
(China), Ltd., its local subsidiary in China, and from PT. Bank Mizuho Indonesia, its local
subsidiary in Indonesia.
2. The amount of borrowing from Resona Bank, Limited. includes borrowings from PT Bank
Resona Perdania, its local subsidiary in Indonesia.
3. The amount of borrowing from Sumitomo Mitsui Banking Corporation includes borrowings
from Sumitomo Mitsui Banking Corporation (China) Limited, its local subsidiary in China.
Lender(11) Other Significant Matters concerning the Corporate GroupNot applicable.

- 21 -

2. Status of Shares(1) Total Number of Shares Authorized to Be Issued

236,000,000 shares(2) Total Number of Shares Outstanding

64,113,819 shares (including 348 treasury shares)(3) Number of Shareholders

12,717 persons(4) Major Shareholders (10 Major Shareholders)Number of shares
held
Thousand shares

Name

Shareholding ratio%

The Master Trust Bank of Japan, Ltd. (Trust Account)

6,105

9.52

Shin-Etsu Chemical Co., Ltd.

3,300

5.15

Mizuho Bank, Ltd.

2,907

4.54

Resona Bank, Limited.

2,907

4.53

Sompo Japan Insurance Inc.

2,500

3.90

Marubeni Corporation

2,363

3.69

Mitsubishi Corporation

2,280

3.56

MITSUI & CO., LTD.

2,101

3.28

Sumitomo Mitsui Banking Corporation

1,995

3.11

Custody Bank of Japan, Ltd. (Trust Account)

1,849

2.88

Notes: 1. Treasury shares (348 shares) were excluded in the calculation of shareholding ratio.
2. Treasury shares (348 shares) above do not include 854,300 shares in the Company held by Trust
Account E, which was established at the introduction of Board Benefit Trust (BBT) and Stock
Benefit Trust (Employee Stockholding Association Purchase-type).

(5) Status of Shares Granted to Company Officers during the Fiscal Year under Review as consideration
for performance of duties
Not applicable.
(6) Other Important Matters regarding Shares
Not applicable.

3. Matters Regarding Share Acquisition Rights
Not applicable.

- 22 -

4. Company Officers(1) Directors (as of March 31, 2023)
Position

Name

Responsibilities and significant concurrent
positionsRepresentative Director, President& CEO

Kazuaki Tokiwa

Representative Director, Senior
Managing Executive Officer

Junji Irie

Senior General Manager, Administrative Div.;
Senior General Manager, Corporate Planning
Div.

Director, Managing Executive
Officer

Gakuyuki Kajiyama

Senior General Manager, Sales & MarketingDiv.

Director, Senior Executive Officer

Hitoshi Sugino

Senior General Manager, Technical Div.;
General Manager, R&D Center

Director (Full-time Audit &Supervisory Committee Member)

Masato Koizumi

Takayuki Hayakawa

Corporate Auditor, TKP Corporation
Outside Director, Kyoritsu Maintenance Co.,Ltd.

Director (Audit & Supervisory
Committee Member)

Shigeharu Nakamura

Outside Director (Audit and Supervisory
Committee Member), TOYO KANETSU K.K.
External Director, The Shoko Chukin Bank,Ltd.

Director (Audit & Supervisory
Committee Member)

Shigeru Ehara

Director (Audit & Supervisory
Committee Member)

Aogi Suemura

Director (Audit & Supervisory
Committee Member)

Outside Audit & Supervisory Board Member,
Nippon Denko Co., Ltd.

Notes: 1. Directors (Audit & Supervisory Committee Members), Mr. Shigeru Ehara and Ms. Aogi Suemura
were newly elected at the 93rd Ordinary General Meeting of Shareholders held on June 17, 2022
and assumed their respective offices.
2. Directors (Audit & Supervisory Committee Members), Mr. Takayuki Hayakawa, Mr. Shigeharu
Nakamura, Mr. Shigeru Ehara and Ms. Aogi Suemura are Outside Directors.
3. A full-time Audit & Supervisory Committee Member has been elected to strengthen the auditing
and supervising functions of the Audit & Supervisory Committee by enabling the information
gathering from each division within the Company and close collaboration with internal audit
divisions.
4. The Company registers Directors (Audit & Supervisory Committee Members), Mr. Takayuki
Hayakawa, Mr. Shigeharu Nakamura, Mr. Shigeru Ehara and Ms. Aogi Suemura, as Independent
Directors with the Tokyo Stock Exchange. For the Independence Standards for Outside Directors
stipulated by the Company, please see “Reference” provided later in this document.
5. Director (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.
6. Director (Audit & Supervisory Committee Member) Mr. Shigeharu Nakamura has many years ofexperience 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.

- 23 -

7. Director (Audit & Supervisory Committee Member), Mr. Shigeru Ehara has deep insight into
management derived from his involvement in companies in various types of businesses andindustries through his experience working in a casualty insurance companies and working as acorporate executive. He also has considerable knowledge in global corporate management throughhis extensive overseas work experience.
8. Director (Audit & Supervisory Committee Member), Ms. Aogi Suemura has engaged in operations
such as supporting development of statutory audit/internal control systems for listed companies asa partner of a major audit corporation, and experienced mainly in consolidated financial reporting
operations and M&A accounting at major companies as well. She also has extensive knowledge andexperience in corporate accounting and management as a certified public accountant.
9. Director (Audit & Supervisory Committee Member), Mr. Shigeharu Nakamura had concurrently
served as Auditor of F-TECH INC., but retired on June 23, 2022.
10. Director (Audit & Supervisory Committee Member), Ms. Aogi Suemura assumed the office ofOutside Audit & Supervisory Board Member of Nippon Denko Co., Ltd. on March 29, 2023.
11. Changes in positions and responsibilities of Directors during the fiscal year under review are as
follows:
Name
After change
Before change
Date of change
Representative Director,
Senior Managing
Representative Director,
Executive Officer;
Senior Managing
Junji Irie
Senior General Manager,
Executive Officer;
April 1, 2022
Administrative Div.; Senior Senior General Manager,
General Manager,
Administrative Div.
Corporate Planning Div.
Director, Senior Executive Director, Executive
Officer;
Officer;
Hitoshi Sugino
Senior General Manager,
Senior General Manager,
April 1, 2022
Technical Div.; General
Technical Div.; General
Manager, R&D Center
Manager, R&D Center
12. Changes in positions and responsibilities of Directors after the end of the fiscal year under review
are as follows:
Name
After change
Before change
Date of change
Representative Director,
Representative Director,
Senior Managing
Senior Managing
Executive Officer;
Junji Irie
Executive Officer;
Senior General Manager,
April 1, 2023
Senior General Manager,
Administrative Div.; Senior
Administrative Div.
General Manager,
Corporate Planning Div.
Director, Senior Executive
Director, Senior Executive
Officer;
Officer;
Hitoshi Sugino
Senior General Manager,
April 1, 2023
Senior General Manager,
Technical Div.; General
Technical Div.
Manager, R&D Center(2) Directors Who Resigned during the Fiscal Year under Review
Positions, responsibilities
Nameand significant concurrent
Reasons for resignation
positions at resignation
Director (Audit &Kazuma Shibata
Supervisory Committee
Expiration of term of officeMember)- 24 -

Date ofresignation
June 17, 2022

(3) Summary of Limited Liability Agreement
The Company has entered into agreements with all Outside Directors to limit their liability fordamages under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability under
the said agreement is the minimum liability amount stipulated by laws and regulations.
(4) Summary of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement pursuant
to Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insured partiesof the said insurance agreement are the Company’s Directors (excluding Directors serving as Audit& Supervisory Committee Members), Directors (Audit & Supervisory Committee Members) and
Executive Officers. The insured parties do not bear insurance premiums. The insurance agreement
covers litigation expenses and legal damages in the event of claims for damages made against theinsured parties during the insurance period.
However, to ensure that the properness of the performance of duties by the insured parties is
not impaired, there are certain exemptions; for example, damages caused as a result of any conduct
committed while knowing that the conduct is in violation of laws and regulations shall not becovered.

- 25 -

Reference<Independence Standards for Outside Directors>
The Company deems that Outside Directors of the Company are independent if they are judged not tofall under any of the following:
1. A person who has been an Executive (*1) of the Company or subsidiaries of the Company (hereinafterreferred to as “Each Group Company”) at present or in the most recent ten (10) years;
2. A person who falls under the following items at present or in the most recent three (3) business years:(1) A person with a relationship with major business partners of Each Group Company (*2) or an Executive
thereof;(2) A major borrower (*3) of Each Group Company or an Executive thereof;(3) A major shareholder of the Company (*4) (if such major shareholder is a juridical person, a person who
is an Executive of the juridical person);(4) A consultant, accounting specialist, legal specialist, etc. who has received a large amount of money orother property (*5) from Each Group Company in addition to compensation for officers (if a person who
has received such property is an organization such as a juridical person or association, the person
belonging to such organization);(5) A person who belongs to an auditing firm that is the Accounting Auditor of Each Group Company;(6) An Executive of a party under mutual appointment as Outside Officer; or(7) A person receiving a large amount of donations or grants (*6) from Each Group Company or an
Executive thereof.
3. A spouse or relative within the second degree of kinship of a person who falls under any of the items of
1 or 2 above; or
4. A person whose total term of office as an Outside Director of the Company exceeds ten (10) years.
(Notes)*1 An Executive includes a Director, Corporate Officer, Executive Officer, manager, or other employees
who execute the business of a juridical person or other organizations.
*2 Relationship with major business partners is defined as the case in which the total amount of transactions
with Each Group Company accounts for two percent (2%) or more of consolidated sales (average forthe most recent three (3) business years) in either of the Company or business partners (including theirparent company and significant subsidiaries) in the most recent three (3) business years.
*3 A major borrower is defined as the case where the total amount of borrowings by Each Group Company
accounts for two percent (2%) or more of the total consolidated assets (average for the most recent three(3) business years) as of the last day of the most recent three (3) business years.
*4 A major shareholder means a person who holds ten percent (10%) or more of the total voting rights
directly or indirectly.
*5 A large amount of money or other property means ten million (10,000,000) yen or more per year.
*6 Large amount of donations or grants means ten million (10,000,000) yen or more per year.

- 26 -

(5) Compensation of Directors
1) Matters regarding policy for determining individual compensation, etc., for Directors
a. How to decide the determination policy
The policy for determining individual compensation, etc., for Directors was decided at a
meeting of the Board of Directors held on February 22, 2021. Its contents were then partiallyrevised based on decision at a meeting of the Board of Directors held on February 21, 2022.
The Board of Directors consulted in advance with the Compensation Committee, where morethan half of the members are Independent Outside Directors, with respect for the results ofsuch reports, and decided the policy.
b. Outline of contents of the determination policy(i) Basic Policy
Compensation for Directors (excluding Directors serving as Audit & Supervisory
Committee Members) is set at an appropriate level of compensation in accordance with thepositions and responsibilities of Directors, based on a compensation plan that motivates
Directors to improve business performance in each fiscal year and improve corporate value
over the medium to long term, while also enabling them to share value with shareholders. To
ensure objectivity and transparency when determining these levels, respect is shown to theopinions of the Compensation Committee, where more than half of the members are
Independent Outside Directors.
Specifically, compensation for Directors (excluding Directors serving as Audit &Supervisory Committee Members) consists of executive compensation and supervisorycompensation. Executive compensation consists of a fixed amount of basic compensation(cash) and bonuses as performance-linked compensation (cash and stock benefits).
Supervisory compensation consists of a fixed amount of basic compensation (cash) and afixed amount of stock benefits.
(ii) Policy for Determining the Amount of Individual Compensation, etc., for Basic
Compensation (Including Policies Related to Determining the Timing or Terms ofCompensation, etc.)
Of executive compensation for Directors (excluding Directors serving as Audit &Supervisory Committee Members), basic compensation consists of fixed compensation paid
monthly as cash, after the amount of individual compensation is determined for the current
fiscal year based on the basic compensation standards in accordance with position and rank(evaluation), and adjusted for the Company’s performance in the previous fiscal year, theperformance of departments under supervision, and the status of their responsibilities in thecurrent fiscal year, etc.
In addition, of supervisory compensation, basic compensation consists of fixedcompensation paid monthly as cash, after the amount of individual compensation isdetermined in accordance with whether or not the Director has the authority of representation.
(iii) Policy for Determining the Calculation Method for the Content, Amount, and Number of
Performance-Linked Compensation (Including Policies Related to Determining theTiming or Terms of Compensation, etc.)
Bonuses (cash and stock benefits) paid as individual performance-linked compensation
for Directors (excluding Directors serving as Audit & Supervisory Committee Members) is
calculated by adjusting the amount of basic bonuses, which is set based on basic
compensation (cash) as a component of individual executive compensation, for the level ofachievement of the following performance-linked indicators for the relevant fiscal year, anda certain percentage of the bonuses is paid as stock benefits according to the position of the
Director. Furthermore, bonuses are paid in July of each year.
Performance-linked indicators consist of company performance indicators and individual
performance indicators. However, performance-linked indicators for Directors who serve
concurrently as Executive Officers with special titles of Managing Executive Officer orhigher consist only of company performance indicators.
Company performance indicators are calculated using consolidated operating profit,
consolidated ordinary profit, and consolidated ROE, as well as non-consolidated operating
profit and non-consolidated ordinary profit for non-consolidated performance indicators, toensure that compensation is linked to the level of achievement of the Company’s business- 27 -

performance (consolidated and non-consolidated) in relation to the enhancement of corporate
value and shareholder value, while individual performance indicators are calculated using theperformance of departments under supervision, etc.
(iv) Policy for Determining the Calculation Method for the Content, Amount, and Number ofNon-cash Compensation (Including Policies Related to Determining the Timing or Termsof Compensation, etc.)
Stock benefits (performance-linked compensation as a component of executive
compensation and supervisory compensation), which are a form of non-cash compensation
for Directors (excluding Directors serving as Audit & Supervisory Committee Members),
consist of a Board Benefit Trust (BBT). Points corresponding to the amount of compensation
are granted in July of each year, and a number of stock benefits corresponding to the numberof points is paid upon retirement.
Stock benefits paid as performance-linked compensation are determined as described in
the above (iii), while stock benefits paid as supervisory compensation are a fixed amount,determined in accordance with whether or not the Director has the authority of representation.
(v) Policy for Determining the Ratio of the Amount of Cash Compensation, the Amount of
Performance-Linked Compensation, etc., and the Amount of Non-cash Compensation, etc.
to the Amount of Individual Compensation, etc., for Directors
For each individual, the ratio of the amount of cash compensation excluding performancelinked compensation for Directors (excluding Directors serving as Audit & Supervisory
Committee Members) (basic compensation as a component of executive compensation andbasic compensation as a component of supervisory compensation) and bonuses paid asperformance-linked compensation (cash and stock benefits) is approximately 7:3, assumingthat the level of achievement for performance-linked compensation is 100%.
In addition, for each individual, the ratio of the amount of cash compensation excluding
performance-linked compensation (basic compensation as a component of executive
compensation and basic compensation as a component of supervisory compensation) andstock-based compensation (fixed stock-based compensation and stock-based compensation
paid as performance-linked compensation) is approximately 8:2, assuming that the level ofachievement for performance-linked compensation is 100%.
Furthermore, the individual ratios of the amounts of compensation are revised as
appropriate by the Board of Directors after consulting with the Compensation Committee,
based on any changes in compensation levels, etc.
(vi) Matters Related to the Determination of Individual Compensation, etc., for Directors
The details of the compensation system and individual compensation, etc., for Directors(excluding Directors serving as Audit & Supervisory Committee Members), are determinedby the Board of Directors after consulting in advance with the Compensation Committee, amajority of which is composed of Independent Outside Directors, with respect for the resultsof such reports.
c.

Reasons why the Board of Directors judged that contents of individual compensation, etc.
for Directors for the fiscal year under review were compliant with the determination policy
In determining contents of individual compensation, etc., for Directors (excluding
Directors serving as Audit & Supervisory Committee Members), the Compensation
Committee examined the draft in a comprehensive manner, including the consistency withthe determination policy. Paying respect for the Committee’s report, the Board of Directors
judged that the contents were compliant with the determination policy.

- 28 -

2) Matters regarding performance-linked compensation, etc.
a. Contents of performance indicators and reasons for selection
This information is as described in 1) b. (iii) above.
b. Calculation method of the amount or units of performance-linked compensation, etc.
This information is as described in 1) b. (iii) above.
c. Actual results of performance indicators
Actual results of performance-linked indicators in the fiscal year under review areconsolidated operating profit of 7,506 million yen, consolidated ordinary profit of 7,964
million yen, consolidated ROE of 7.5%, non-consolidated operating profit of 3,179 million
yen and non-consolidated ordinary profit of 5,332 million yen.
3) Details of non-monetary compensation
In order to achieve sustained growth of corporate value by having Directors share benefit
with shareholders through shareholdings, the Company grants points to Directors under a Board
Benefit Trust (BBT). The contents of the plan is as provided in 1) b. (iv) above.
As described in “4) Compensation, etc. for the fiscal year under review” below, as
compensation, etc. to Directors for the fiscal year under review, the Company recorded 29,551
thousand yen for Directors (excluding Audit & Supervisory Committee Members) (excluding
Outside Directors), 1,490 thousand yen for Directors (Audit & Supervisory Committee
Members) (excluding Outside Directors), and 3,086 thousand yen for Outside Directors (Audit& Supervisory Committee Members), all as provision for Board Benefit Trust (BBT).
4) Compensation, etc. for the fiscal year under review
Officer classification

Total amount of Total amount by type of compensation, etc. (Thousands of yen)compensation,
Fixed
Performance-linked
etc.
compensationcompensation (Bonuses)
Fixed stock(Thousands ofbenefits
Stock
Basic
Cash
yen)
benefits
compensation

Number of
eligible
Directors(Persons)

Directors (excluding
Audit & Supervisory
199,974
116,241
54,181
14,334
15,217
Committee Members)(excluding Outside
Directors)
Directors (Audit &Supervisory
17,54016,050−−1,490Committee Members)(excluding Outside
Directors)
Outside Directors(Audit & Supervisory
36,38633,300−−3,086Committee Members)
Total
253,901
165,591
54,181
14,334
19,794
Notes: 1. The maximum amount of compensation for Directors (excluding Audit & Supervisory Committee Members)
was resolved at the 87th Ordinary General Meeting of Shareholders held on June 24, 2016, to be no more than
250 million yen per year (including compensation for duties performed as Executive Officers by Directors
serving concurrently as Executive Officers). The number of Directors (excluding Audit & Supervisory
Committee Members) at the conclusion of this Ordinary General Meeting of Shareholders was four (4).
Furthermore, the corresponding amount of compensation, etc., for Directors (excluding Audit & Supervisory
Committee Members) for the fiscal year under review was 170,422 thousand yen (basic compensation: 116,241
thousand yen, bonuses (cash): 54,181 thousand yen).
2. The maximum amount of compensation for Directors (Audit & Supervisory Committee Members) was resolved
at the 87th Ordinary General Meeting of Shareholders held on June 24, 2016, to be no more than 60 million
yen per year. The number of Directors (Audit & Supervisory Committee Members) at the conclusion of thisOrdinary General Meeting of Shareholders was four (4). Furthermore, the corresponding amount ofcompensation, etc., for Directors (Audit & Supervisory Committee Members) for the fiscal year under review
was 49,350 thousand yen (basic compensation for Directors (Audit & Supervisory Committee Members)(excluding Outside Directors): 16,050 thousand yen, basic compensation for Outside Directors (Audit &Supervisory Committee Members): 33,300 thousand yen).

- 29 -

51

5
11

3. Separately to the amounts of compensation in the items 1. and 2. above, at the 87th Ordinary General Meetingof Shareholders held on June 24, 2016, a resolution was adopted to introduce a stock-based compensation plan
“Board Benefit Trust (BBT),” and at the 92nd Ordinary General Meeting of Shareholders held on June 18,
2021, a resolution was adopted to make partial revisions to this plan. Under this stock-based compensation plan,for each period of three fiscal years starting from the fiscal year ended March 31, 2017, the Company will
establish a trust with the contribution of cash of up to 210 million yen (including 150 million yen for Directors(excluding Audit & Supervisory Committee Members), 18 million yen for Directors (Audit & Supervisory
Committee Members), and 42 million yen for Executive Officers who do not serve concurrently as Directors)
as funds necessary for the acquisition of shares corresponding to the three fiscal years. The number of Directors(excluding Audit & Supervisory Committee Members) was five (5) and the number of Directors (Audit &Supervisory Committee Members) was four (4) at the conclusion of the 92nd Ordinary General Meeting of
Shareholders held on June 18, 2021.
4. The total amount of compensation, etc., for Directors (excluding Audit & Supervisory Committee Members)(excluding Outside Directors) includes 109,800 thousand yen in compensation for duties performed as
Executive Officers by Directors serving concurrently as Executive Officers.
5. The total amount of compensation, etc., for Directors (excluding Audit & Supervisory Committee Members)(excluding Outside Directors) includes provisions of 29,551 thousand yen for the Board Benefit Trust (BBT)and 54,181 thousand yen in provisions for bonuses for directors (and other officers), recorded in the fiscal year
under review.
6. The total amount of compensation, etc., for Directors (Audit & Supervisory Committee Members) (excluding
Outside Directors) includes provisions of 1,490 thousand yen for the Board Benefit Trust (BBT), recorded in
the fiscal year under review.
7. The total amount of compensation, etc., for Outside Directors (Audit & Supervisory Committee Members)
includes provisions of 3,086 thousand yen for the Board Benefit Trust (BBT), recorded in the fiscal year underreview.

5) Amount of compensation, etc. paid during the fiscal year under review, in addition to 4) above
As bonuses (cash and stock benefits) pertaining to the 93rd fiscal year, a total of 68,523
thousand yen (cash: 53,232 thousand yen and stock benefits: 15,291 thousand yen) were paid
to five Directors (excluding Audit & Supervisory Committee Members). The amount includes
provision for bonuses for directors (and other officers) of 52,906 thousand yen and provision
for Board Benefit Trust (BBT) of 14,325 thousand yen recorded in the fiscal year.
(6) Matters concerning Outside Officers
1) Concurrent positions as executives of other corporations and relationships between the
Company and other corporations
Not applicable.
2) Concurrent positions as outside directors (and other officers) of other corporations andrelationships between the Company and other corporations
Outside Director (Audit & Supervisory Committee Member), Mr. Takayuki Hayakawa
concurrently serves as Corporate Auditor of TKP Corporation and Outside Director of Kyoritsu
Maintenance Co., Ltd. No special interests exist between the Company and each of thesecompanies.
Outside Director (Audit & Supervisory Committee Member), Mr. Shigeharu Nakamura
concurrently serves as Outside Director (Audit and Supervisory Committee Member) of TOYOKANETSU K.K. and External Director of The Shoko Chukin Bank, Ltd. No special interests
exist between the Company and each of these companies.
Outside Director (Audit & Supervisory Committee Member), Ms. Aogi Suemura
concurrently serves as Outside Audit & Supervisory Board Member of Nippon Denko Co., Ltd.
No special interests exist between the Company and the said company.

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3) Status of the main activities of each Outside Director and outline of duties performed inrelation to expected roles
Category

Name

Takayuki
Hayakawa

Status of the main activities andoutline of duties performed in relation to expected roles<Main activities>
Mr. Takayuki Hayakawa attended all 16 meetings of the Board of
Directors and all 16 meetings of the Audit & Supervisory
Committee held in the fiscal year under review and expressed his
opinions as appropriate.
He chaired the Nomination Committee and served as a member of
the Compensation Committee, and attended all 3 meetings of theNomination Committee and all 3 meetings of the Compensation
Committee held in the fiscal year under review. From an
independent and objective standpoint, he provided opinions andsuggestions as appropriate concerning the personnel affairs andcompensation of Directors and Executive Officers.
In addition, he chairs the Board of Outside Directors as theprimary Independent Outside Director, seeking cooperation andcoordination with the internal organizations.
<Outline of duties performed in relation to expected roles>
With his extensive experience and knowledge at leading banks, heis expected to contribute to the auditing and supervision of theGroup’s management. Based on the experience and knowledge, heprovided broad and objective auditing and supervision of theGroup’s management, mainly through offering comments andsuggestions as appropriate from a various perspectives at meetingsof the Board of Directors, the Audit & Supervisory Committee,
the Nomination Committee and Compensation Committee.

OutsideDirector(Audit &Supervisory
Committee
Member)Shigeharu
Nakamura<Main activities>
Mr. Shigeharu Nakamura attended all 16 meetings of the Board of
Directors and all 16 meetings of the Audit & Supervisory
Committee held in the fiscal year under review and expressed his
opinions as appropriate.
He served as a member of the Nomination Committee and chaired
the Compensation Committee, and attended all 3 meetings of theNomination Committee and all 3 meetings of the Compensation
Committee held in the fiscal year under review. From an
independent and objective standpoint, he provided opinions andsuggestions as appropriate concerning the personnel affairs andcompensation of Directors and Executive Officers.
<Outline of duties performed in relation to expected roles>
With his extensive experience and knowledge at leading banks, heis expected to contribute to the auditing and supervision of theGroup’s management. Based on the experience and knowledge, heprovided broad and objective auditing and supervision of theGroup’s management, mainly through offering comments andsuggestions as appropriate from a various perspectives at meetingsof the Board of Directors, the Audit & Supervisory Committee,
the Nomination Committee and Compensation Committee.

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Category

Status of the main activities andoutline of duties performed in relation to expected roles

Name

Shigeru
Ehara<Main activities>
Mr. Shigeru Ehara attended all 13 meetings of the Board of
Directors and all 12 meetings of the Audit & Supervisory
Committee held after his assumption of office on June 17, 2022
and expressed his opinions as appropriate.
He also attended all 2 meetings of the Nomination Committee andall 2 meetings of the Compensation Committee held after hisassumption of office on June 17, 2022. From an independent andobjective standpoint, he provided opinions and suggestions as
appropriate concerning the personnel affairs and compensation of
Directors and Executive Officers.
<Outline of duties performed in relation to expected roles>
With his extensive experience and knowledge at casualty
insurance companies, he is expected to contribute to the auditing
and supervision of the Group’s management. Based on theexperience and knowledge, he provided broad and objective
auditing and supervision of the Group’s management, mainly
through offering comments and suggestions as appropriate from avarious perspectives at meetings of the Board of Directors, theAudit & Supervisory Committee, the Nomination Committee andCompensation Committee.

OutsideDirector(Audit &Supervisory
Committee
Member)

Aogi
Suemura<Main activities>
Ms. Aogi Suemura attended all 13 meetings of the Board of
Directors and all 12 meetings of the Audit & Supervisory
Committee held after her assumption of office on June 17, 2022
and expressed his opinions as appropriate.
She also attended all 2 meetings of the Nomination Committee
and all 2 meetings of the Compensation Committee held after her
assumption of office on June 17, 2022. From an independent andobjective standpoint, she provided opinions and suggestions as
appropriate concerning the personnel affairs and compensation of
Directors and Executive Officers.
<Outline of duties performed in relation to expected roles>
With her extensive experience and knowledge as a certified public
accountant, she is expected to contribute to the auditing andsupervision of the Group’s management. Based on the experienceand knowledge, she provided broad and objective auditing andsupervision of the Group’s management, mainly through offeringcomments and suggestions as appropriate from a various
perspectives at meetings of the Board of Directors, the Audit &Supervisory Committee, the Nomination Committee andCompensation Committee.

4) Actions taken to prevent unfair execution of business and a response taken after the occurrence
Not applicable.
5) Total amount of compensation for officers, etc. received by Outside Directors fromsubsidiaries
Not applicable.
6) Opinions of Outside Directors
Not applicable.

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5. Accounting Auditor(1) Accounting Auditor’s Name
Ernst & Young ShinNihon LLC(2) Outline of Liability Limitation Agreement
The Company has not entered into an agreement with the Accounting Auditor to limit their
liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act.
(3) Amount of Accounting Auditor’s Compensation, etc. for the Fiscal Year under Review
1) Accounting Auditor’s compensation, etc., for the fiscal year under review
54 million yen
Notes: 1. The Audit & Supervisory Committee of the Company agreed on the amount of thecompensation, etc. of the Accounting Auditor after confirming and verifying thedescriptions in the audit plan prepared by the Accounting Auditor, the status ofexecution of audit duties, the basis for the calculation of the estimated amount ofcompensation estimation, etc., based on the “Guidelines for Coordination withAccounting Auditors” published by the Japan Audit & Supervisory Board Members
Association.
2. Under the audit agreement between the Company and its Accounting Auditor, theamounts of compensation, etc. for audits pursuant to the Companies Act and audits
pursuant to the Financial Instruments and Exchange Act are not separated, andotherwise cannot be separated practically. Consequently, the above amount reflects
total compensation.
2) Total amount of cash and other profits payable by the Company and its subsidiaries
54 million yen
The financial statements of RIKEN (THAILAND) CO., LTD., RIKEN ELASTOMERS(THAILAND) CO., LTD., PT. RIKEN INDONESIA, RIKEN VIETNAM CO., LTD.,
SHANGHAI RIKEN TECHNOS CORPORATION, RIKEN TECHNOS (JIANGSU)CORPORATION and RIKEN TECHNOS INDIA PVT. LTD., all of which are the Company’s
subsidiaries, as well as the consolidated financial statements of RIKEN AMERICASCORPORATION, are audited by certified public accountants and accounting firms (including
entities possessing qualifications in other countries corresponding to these qualifications) otherthan the Accounting Auditor of the Company.
(4) Description of Non-Audit Services
Not applicable.
(5) Policy on Determination of Dismissal or Non-reappointment of Accounting Auditor
Contents of decision on the policy on determination of dismissal or non-reappointment of the
Accounting Auditor is as follows.
If there is any difficulty in execution of duties by the Accounting Auditor, or when the Audit &Supervisory Committee deems it necessary, the Audit & Supervisory Committee will decide the detailsof the proposal for the dismissal or non-reappointment of the Accounting Auditor to be submitted to theGeneral Meeting of Shareholders.
In addition, in the event that the Accounting Auditor is deemed to have met the items set forth in theclauses of Article 340, Paragraph 1 of the Companies Act, the Audit & Supervisory Committee shalldismiss the Accounting Auditor subject to the unanimous consent of the Audit & Supervisory Committee
Members. In this case, an Audit & Supervisory Committee Member selected by the Audit & Supervisory
Committee will report the dismissal and the reasons for the dismissal at the first General Meeting of
Shareholders to be convened after the dismissal.

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6. Systems and Policies of the Company(1) Systems to Ensure that Directors’ Duties Are Performed in Compliance with Laws and Regulations
and the Articles of Incorporation and Other Systems to Ensure the Appropriateness of the Business
Operations
Contents of decisions on systems to ensure that Directors’ duties are performed in compliance withlaws and regulations and the Articles of Incorporation and other systems to ensure the appropriatenessof the business operations are as follows:
The Company and its subsidiaries (hereinafter, collectively referred to as the “RIKEN TECHNOSGROUP”) have declared that the RIKEN TECHNOS GROUP practices and observers the RIKENTECHNOS WAY and the RIKEN TECHNOS GROUP Code of Conduct (hereinafter referred to as“Code of Conduct”) and operates its business activities. The RIKEN TECHNOS GROUP believes that
the Internal Control System, a system established to ensure appropriate and efficient business
operations, is a necessary and essential measure for the more reliable fulfillment of the abovementioned
business practices.
The RIKEN TECHNOS GROUP hereby develops the following as its Internal Control System inaccordance with the Companies Act of Japan and the Ordinance for Enforcement of the Companies Act
of Japan.

1) Systems to ensure that Directors’ and employees’ duties are performed in compliance with laws
and regulations and the Articles of Incorporation
 All of the Directors, including the Representative Directors, make it thoroughly known to all of
the executive and employees that they are to put top priority on observing the Code of Conduct
and ensuring that they perform their duties in compliance with laws and regulations and the
Articles of Incorporation.
 The activities of the Risk & Compliance Committee are reported to the Board of Directors in a
relevant and timely manner.
The General Affairs & Legal Department provides compliance training for all executives andemployees.
 In order to ensure that all executives and employees may directly report any suspicious activities
contrary to laws and regulations, the Articles of Incorporation, the Code of Conduct, various
guidelines, or other standards with which group companies, Directors, and employees are tocomply (hereinafter referred to as “Laws and Regulations”), the RIKEN TECHNOS GROUP has
established contact points for anonymous reporting in the Audit Department and in a consultative
law firm.
 The RIKEN TECHNOS GROUP shall never have any relationships with antisocial powers ororganizations that threaten the security and order of civil society.
In addition, the RIKEN TECHNOS GROUP shall show fortitude and adamantly refuse any
unreasonable demands by antisocial powers or organizations.
2) System for the preservation and management of information in relation to the performance of
Directors’ duties
Information in relation to the performance of Directors’ duties is controlled and managed inaccordance with the Rule for Information Management and is preserved in documents and electronic
media.
The preserved information is made available for viewing in accordance with the Rule forInformation Management.
3) Rules and systems for managing the risk of loss
Each department manages individual risk factors in relation to each department. The RIKENTECHNOS GROUP has established a Risk & Compliance Committee for company-wide, crosscutting management of risk factors, and the President of the Company serves as the chairperson of
the Committee.

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4) Systems to ensure that the Directors’ duties are performed efficiently The Board of Directors formulates a Medium-term Business Plan and the annual Business Plans.
 The Board of Directors grasps the progress of the Business Plan by inspecting monthly record
data on business performance with the help of information technology, and discusses andimplements measures necessary for the achievement of the Business Plan.
 The Management Committee meeting is held monthly in order to operate its business rapidly
through active delegation of authority. The progress of business achievement is checked by the
Manufacturing Division and the Quality Assurance Division through their Manufacturing and
Quality-Related Division Meetings held on a quarterly basis; by the Technical Division throughtheir Technical Division Meetings held on a quarterly basis; by the Sales & Marketing Division
through their Sales & Marketing Division Meetings held on a quarterly basis; and by otherdivisions through meetings held monthly at each division. Appropriate countermeasures aretaken if considered necessary.
5) Systems to ensure the appropriateness of the business operations of the RIKEN TECHNOSGROUP The Corporate Planning Division, as the division with jurisdiction over overall business
management of the Company’s consolidated subsidiaries, is responsible for overseeing that eachconsolidated subsidiary of the Company is instructed to establish its own Internal Control Systemand ensuring that each consolidated subsidiary share information of the same quality andquantity in the same manner as the Company.
The Corporate Planning Division and each division manage the progress of their respective
business operations, and manage and supervise the Company’s consolidated subsidiaries with aview to ensuring that all reporting to the Company and approval procedures at the Company
shall be conducted appropriately, in accordance with the RIKEN TECHNOS GROUP Rule forManagement of Consolidated Subsidiaries. The Corporate Planning Division and the otherdivisions manage the risk of loss through such administration and supervision.
The Corporate Planning Division also arranges an operational report meeting attended by the
President, Executive Officers in charge, and the Senior General Manager of the Administrative
Division, at least twice a year for domestic consolidated subsidiaries and at least once a year foroverseas consolidated subsidiaries.
On receipt of the monthly reports (including financial data) from each consolidated subsidiaryof the Company, the Corporate Planning Division compiles them and then distributes the reports
to the Directors, Executive Officers and relevant departments.
 The General Affairs & Legal Department has the executives and employees of RIKENTECHNOS GROUP thoroughly understand and observe the RIKEN TECHNOS GROUP
Compliance Manual, and thereby strives to develop a compliance system for the RIKENTECHNOS GROUP and settle issues facing the RIKEN TECHNOS GROUP.
 The Audit Department regularly conducts operational audits at the RIKEN TECHNOS GROUP,
and thereby confirms that all operational activities comply with Laws and Regulations andchecks and evaluates whether all operational activities are efficiently operated in accordancewith various managerial rules and whether the various managerial rules are functioning
appropriately towards the achievement of the managerial targets.
6) Provisions on Directors and employees who assist the Audit & Supervisory Committee in
performing its duties, on the independence of such Directors and employees from other Directors(excluding Directors serving as Audit & Supervisory Committee Members), and on measures toensure the effectiveness of instructions of the Audit & Supervisory Committee to such Directors
and employees
The Audit Department is set up as an organization under the direct control of the Audit &Supervisory Committee to assist the Audit & Supervisory Committee in performing its duties, andseveral dedicated employees are appointed to the Audit Department.
To ensure the independence of these employees, all rights to command and order them shall bedelegated exclusively to the Audit & Supervisory Committee, and these employees shall not becommanded or ordered by departments conducting business operations or any of the Directors(excluding Directors serving as Audit & Supervisory Committee Members). In addition, any
decision on a personnel transfer, personnel evaluation, or disciplinary measures, etc. for these
employees shall be made subsequent to the approval from the Audit & Supervisory Committee.
The Company appoints no Director to assist the Audit & Supervisory Committee in performing
its duties.

- 35 -

7) System for reporting to the Company’s Audit & Supervisory Committee by Directors (excluding
Directors serving as Audit & Supervisory Committee Members), Executive Officers andemployees of the Company, or by Directors, corporate auditors, and employees of the Company’s
subsidiaries, or by persons who have received reports from such Directors, corporate auditors, andemployees, and system for other forms of reporting to the Audit & Supervisory Committee
 The Audit & Supervisory Committee Members attend important meetings, such as the Board of
Directors meeting and Management Committee meeting.
 Directors of the Company (excluding Directors serving as Audit & Supervisory Committee
Members), Executive Officers and employees inform the Audit & Supervisory Committee oflegal matters, as well as the matters that may have significant impact on the RIKEN TECHNOSGROUP (including the relevant matters in cases where it is considered that the acts of Directors,
Executive Officers, or employees could infringe Laws and Regulations or cause serious damage).
 The Audit Department reports the progress of internal auditing to the Audit & Supervisory
Committee, in principle, every month.
 If the Directors, corporate auditors, and employees of a consolidated subsidiary of the Company
consider that the actions of a consolidated subsidiary or a Director or employee of a consolidated
subsidiary may infringe Laws and Regulations or cause serious damage, they shall report suchmatter in accordance with the RIKEN TECHNOS GROUP Rule for Management of Consolidated
Subsidiaries and immediately report such matter to the Company’s Audit & Supervisory
Committee.
 A person who reported to the Audit & Supervisory Committee shall not be treateddisadvantageously in personnel affairs or in any other way, as a consequence of such reporting.
8) Provisions concerning procedures for the advance payment or redemption of expenses arising fromthe performance of duties of the Audit & Supervisory Committee Members, and other policies forthe handling of expenses or liabilities arising from the performance of duties of the Audit &Supervisory Committee Members
Audit & Supervisory Committee Members may request the Company to make advance payments,
redeem expenses, or settle repayments of assumed liabilities, etc. arising from the execution of theirduties, and the Company shall promptly respond to such requests.
9) Other systems to ensure that the audits by Audit & Supervisory Committee are executed effectively
 The Company strengthens cooperation between the Audit & Supervisory Committee and the
Audit Department established under the direct control of the Audit & Supervisory Committee
and conducts effective and organizational audits by conducting joint audits in Japan and overseas
if considered necessary.
 The Representative Directors and Audit & Supervisory Committee Members exchange opinions
at the Board of Directors meeting held monthly and promptly communicate opinions andinformation necessary to conduct effective audits.
 Audit & Supervisory Committee, Independent Accountants, and the Audit Department hold ajoint meeting semi-annually for the purpose of exchanging opinions.

- 36 -

(2) Outline of the Operating Status of the Systems to Ensure the Appropriateness of the Business
Operations
Based on the aforementioned basic policy for the systems to ensure the appropriateness of thebusiness operations, the Company strives to establish systems and appropriately operate them. Outlineof the operating status of the systems during the fiscal year under review are as follows:
1) Risk management
The Risk & Compliance Committee identified, analyzed and evaluated risks for the entire Group,
ascertained significant risks, identified those requiring a priority response, and formulated
initiatives to respond to them. The Committee confirmed and reviewed semi-annually the progressof implementation of the initiatives to respond to risks, gave improvement instructions to related
departments as necessary, thereby comprehensively managing risks for the entire Group.
2) Compliance
The Risk & Compliance Committee confirmed the implementation status of complianceinitiatives and the status of improvement for the entire Group. The Group also provided complianceseminars and workshops on legal compliance to executives and employees of the RIKEN TECHNOSGROUP on an ongoing basis, in an effort to increase executives’ and employees’ awareness of
ensuring compliance.
3) Operational audits
The Audit Department performed internal audit of the RIKEN TECHNOS GROUP and gave
reports on the status to the Audit & Supervisory Committee, while also reporting to the President
monthly. The Department gave semi-annual periodic reports and an annual report on the status ofinternal control to each of the Board of Directors, the Management Committee and the Audit &Supervisory Committee.
4) Business management of consolidated subsidiaries
Pursuant to the “Regulations on the Management of RIKEN TECHNOS GROUP Consolidated
Subsidiaries,” the Group monthly received reports on the status of business execution of its
consolidated subsidiaries. An operational report meeting was arranged twice a year for consolidated
subsidiaries, at which the Group received reports as necessary on the status of their management
and financial standing, thereby managing and supervising business operations of the consolidated
subsidiaries.
5) Performance of Directors’ duties
The Board of Directors met 16 times during the fiscal year under review, at which it decided on
important managerial items defined in laws and regulations, as well as in the Articles ofIncorporation and the Regulations on the Board of Directors and supervised the business executionof each Director.
6) Performance of Audit & Supervisory Committee Members’ duties
The Audit & Supervisory Committee met 16 times during the fiscal year under review. Throughattending important meetings, such as the Board of Directors meeting, the Committee audited thebusiness execution of Directors (excluding Directors serving as Audit & Supervisory Committee
Members). The Committee exchanged information with the Audit Department and Accounting
Auditors semi-annually to promote mutual cooperation.

Note: Figures and the number of shares presented in this business report were rounded down to the unit
used for presentation.

- 37 -

Consolidated Financial Statements
Consolidated Balance Sheets(Thousands of yen)Account item
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Electronically recorded monetaryclaims - operating
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Short-term loans receivable
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery, equipment and vehicles
Land
Leased assets
Construction in progress
Other
Intangible assets
SoftwareLeased assets
Goodwill
Other
Investments and other assets
Investment securities
Long-term loans receivable
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

Total assets(Reference)
94th fiscal
93rd fiscal
year
year
(As of March(As of March
31, 2023)
31, 2022)
65,118,496
20,702,615
1,785,477
21,413,866
3,145,045
9,159,195
621,167
7,623,661
219,574420
531,073(83,600)
37,522,987
25,136,870
9,915,598
7,902,898
6,331,829
40,319364,622581,6022,106,466
839,865588
7,275
1,258,737
10,279,650
7,905,371
2,526
962,148
428,348
983,575(2,320)102,641,484

Account item

Liabilities
71,667,937 Current liabilities
23,481,932
Notes and accounts payable - trade
1,306,391
Electronically recorded obligations operating
22,180,311
Short-term borrowings
5,008,505
Current portion of long-termborrowings
9,678,717
961,462
Lease liabilities
8,094,251
Accrued expenses
640,087
Income taxes payable521
Accrued consumption taxes
399,506
Provision for bonuses(83,749)
Provision for bonuses for directors(and other officers)
40,334,820
27,077,707
Other
10,464,642 Non-current liabilities
7,963,520
Long-term borrowings
6,439,554
Lease liabilities
57,020
Deferred tax liabilities
1,512,427
Provision for share awards for
directors (and other officers)
640,541
2,286,713
Retirement benefit liability
925,933
Other
5,173
Total liabilities
5,820
Net assets
1,349,785 Shareholders’ equity
10,970,399
Share capital
8,777,528
Capital surplus
1,905
Retained earnings
811,947
Treasury shares
441,121 Accumulated other comprehensive
940,216 income(2,320)
Valuation difference on availablefor-sale securities(Reference)
94th fiscal
93rd fiscal
year
year
(As of March(As of March
31, 2023)
31, 2022)
31,409,322
20,075,715

33,876,116
21,193,377

521,101

467,511

6,769,296

7,718,267

488,174

552,457

14,444
1,158,832
480,704
73,670726,155

16,456
1,109,364
640,838
144,095
807,030

97,77492,721

1,003,452
5,783,661
2,566,512
20,774
1,469,124

1,133,997
5,961,407
2,260,070
30,6391,877,146

171,386

200,788

1,136,730
419,133
37,192,984

1,157,941
434,820
39,837,524

52,846,228
8,514,018
6,597,580
38,200,822(466,193)

56,168,784
8,514,018
6,597,580
41,463,280(406,095)

4,915,842

7,027,233

4,255,441

4,904,961

Foreign currency translation
adjustment

563,069

2,159,985

Remeasurements of defined
benefit plans
Non-controlling interests
Total net assets
112,002,757
Total liabilities and net assets

97,331(37,713)

7,686,429
65,448,500
102,641,484

8,969,215
72,165,232
112,002,757

Note: Figures presented are rounded down to the nearest thousand yen.

- 38 -

Consolidated Statements of Income(Thousands of yen)Account item
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Extraordinary losses
Loss on sale and retirement of non-current
assetsImpairment losses
Loss from money transfer scam at foreignsubsidiary
Loss on sale of investment securities
Profit before income taxes
Income taxes- current
Income taxes - deferred(Reference)
93rd fiscal year
(April 1, 2021 toMarch 31, 2022)
109,923,705
91,008,539
18,915,166
12,623,123
6,292,043
222,166
344,491
223,098
109,206
83,567789,757

192,7736,889,026

1,102
106,010

107,11394th fiscal year
(April 1, 2022 toMarch 31, 2023)
123,497,991
103,146,236
20,351,754
12,845,492
7,506,262
267,202
228,486
190,376
169,759
57,664

2,066
8,720

10,28913,074319,144－

187,259－

3,409
1,931,105(83,716)

520,1026,476,038
1,847,389－
1,899,962
144,403

686,065

227,424
7,964,903

10,786

13,074
7,962,615
2,044,365

ProfitProfit attributable to non-controlling interests

4,628,648
687,230

5,918,249
1,360,726

Profit attributable to owners of parent

3,941,418

4,557,523

Note: Figures presented are rounded down to the nearest thousand yen.

- 39 -

Non-Consolidated Financial Statements
Non-Consolidated Balance Sheets(Thousands of yen)Account item
AssetsCurrent assets
Cash and deposits
Notes receivable - trade
Accounts receivable - trade
Electronically recorded monetaryclaims - operating
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Short-term loans receivable
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Software
Other
Investments and other assets
Investment securities
Shares of subsidiaries andassociates
Investments in capital ofsubsidiaries and associates
Long-term loans receivable from
employees
Prepaid pension costs
Other

Total assets(Reference)
94th fiscal
93rd fiscal
year
year
(As of March(As of March
31, 2023)
31, 2022)
43,232,499
15,637,317
1,268,812
15,337,316
2,798,726
4,897,431
416,542
1,878,514
197,915420
883,002(83,500)
28,466,170
12,376,749
4,315,760
2,833,376
27,376379,476
4,727,287
8,283
85,189726,725
711,986
14,73815,362,695
7,866,436
4,548,885
1,739,673
1,170
858,517
348,01171,698,669

Account item

Liabilities
46,602,579 Current liabilities
16,550,779
Notes payable - trade815,979
Accounts payable - trade15,475,625
Electronically recorded obligations operating
4,546,235
Electronically recorded obligations non-operating
5,532,876
731,962
Short-term borrowings
2,066,733
Lease liabilities
205,559
Accounts payable - other420
Accrued expenses
758,906
Income taxes payable(82,500)
Provision for bonuses
29,891,380
Provision for bonuses for directors(and other officers)
12,695,294
4,420,657
Other
3,022,074 Non-current liabilities
32,236Long-term borrowings
448,164
Lease liabilities
4,727,287
Deferred tax liabilities
10,724
Provision for share awards for
directors (and other officers)
34,150748,831
Provision for retirement benefits
734,092
Asset retirement obligations
14,738Long-term accounts payable - other
16,447,255
Total liabilities
8,747,066
Net assets
Shareholders’ equity
4,548,885
Share capital
Capital surplus
1,715,213
Legal capital surplus
Retained earnings
750
Legal retained earnings
920,408
Other retained earnings
514,932
General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments

76,493,960

Valuation difference on availablefor-sale securities
Total net assets
Total liabilities and net assets

Note: Figures presented are rounded down to the nearest thousand yen.

- 40 -(Reference)
94th fiscal
93rd fiscal
year
year
(As of March(As of March
31, 2023)
31, 2022)
19,295,033
18,953
12,868,452

20,116,518
2,168
14,119,844

521,101

467,511

162,555

170,678

2,950,000
2,190
457,896
951,831563,657
630,820

2,950,000
3,133
353,246875,747
274,031
685,567

97,77492,72169,801
1,598,392
190,018
6,093
548,204

121,868
1,908,066
139,7228,340
918,773

171,386

200,788339,104
322,480
21,10420,893,425

310,782
327,341
2,316
22,024,584

46,556,313
8,514,018
6,532,977
6,532,977
31,975,510
1,107,369
30,868,141
12,000,000

49,566,451
8,514,018
6,532,977
6,532,977
34,925,549
1,107,369
33,818,180
12,000,000

18,868,141

21,818,180(466,193)(406,095)

4,248,930

4,902,924

4,248,930

4,902,924

50,805,243
71,698,669

54,469,375
76,493,960

Non-Consolidated Statements of Income(Thousands of yen)Account item
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating profit
Non-operating income
Interest and dividend income
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Depreciation of assets for rent
Other
Ordinary profit
Extraordinary income
Gain on sale of non-current assets
Gain on sale of investment securities
Gain on extinguishment of tie-in shares
Extraordinary losses
Loss on retirement of non-current assets
Impairment losses
Loss on liquidation of subsidiaries andassociates
Profit before income taxes
Income taxes- current
Income taxes - deferred(Reference)
93rd fiscal year
(April 1, 2021 toMarch 31, 2022)
43,578,893
34,273,065
9,305,828
6,738,583
2,567,244
1,371,580
251,851
165,728
18,28444,65833,367

1,789,160

96,3094,260,095

835
87,252566,260

654,348

5,173
319,14494th fiscal year
(April 1, 2022 toMarch 31, 2023)
57,080,217
46,112,125
10,968,091
7,788,175
3,179,916
1,915,458
153,800
143,175
17,39925,275
16,948－6,297－

361,254－

4,553,188947,686(9,596)

938,090
3,615,098

Note: Figures presented are rounded down to the nearest thousand yen.

- 41 -

59,623
5,332,727

6,297

6,049
－

36,936

Profit2,212,434

6,049
5,332,975

1,011,049
89,615

1,100,664
4,232,310

Accounting Auditor’s Audit Report on the Consolidated Financial Statements

Translation
Independent Auditor’s Report
May 15, 2023
The Board of Directors
RIKEN TECHNOS CORPORATION
Ernst & Young ShinNihon LLC
Tokyo Office, Japan
Hideyuki Inoue
Designated Engagement Partner
Certified Public Accountant
Yoshihiro Sugimoto
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 444, paragraph 4 of the Companies Act, we have audited the accompanying consolidated
financial statements, which comprise the consolidated balance sheet, the consolidated statement of income, theconsolidated statement of changes in net assets, and notes to the consolidated financial statements of RIKENTECHNOS CORPORATION and its consolidated subsidiaries (the Group) applicable to the fiscal year from
April 1, 2022 to March 31, 2023.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated financial position and results of operations of the Group applicable to the fiscal year ended March
31, 2023, in accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. We are independent of the Group in accordance with the ethicalrequirements that are relevant to our audit of the consolidated financial statements in Japan, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the information included in the Group’s business report and its supplementaryschedules. Management is responsible for preparation and disclosure of the other information. The Audit &Supervisory Committee is responsible for overseeing the Group’s reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other- 42 -

information and, in doing so, consider whether the other information is materially inconsistent with theconsolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit & Supervisory Committee for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statementsin accordance with accounting principles generally accepted in Japan, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statements that are freefrom material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern and disclosing, as required by accounting principles generally accepted in Japan,
matters related to going concern.
The Audit & Supervisory Committee is responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion.
 Consider internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances for our risk assessments, while the purpose of the audit of the consolidated financial
statements is not expressing an opinion on the effectiveness of the Group’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation in accordance with accounting principles generally
accepted in Japan.

- 43 -

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Audit & Supervisory Committee regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit & Supervisory Committee with a statement that we have complied with the ethicalrequirements regarding independence that are relevant to our audit of the consolidated financial statements inJapan, and to communicate with them all relationships and other matters that may reasonably be thought to bearon our independence, and where applicable, related safeguards.
Interest Required to Be Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Group which is required to bedisclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the Independent Auditor's Report as required by the Companies Act of Japanfor the conveniences of the reader.

- 44 -

Accounting Auditor’s Audit Report on the Non-Consolidated Financial Statements

Translation
Independent Auditor’s Report
May 15, 2023
The Board of Directors
RIKEN TECHNOS CORPORATION
Ernst & Young ShinNihon LLC
Tokyo Office, Japan
Hideyuki Inoue
Designated Engagement Partner
Certified Public Accountant
Yoshihiro Sugimoto
Designated Engagement Partner
Certified Public Accountant
OpinionPursuant to Article 436, paragraph 2, item (i) of the Companies Act, we have audited the accompanying financial
statements, which comprise the balance sheet, the statement of income, the statement of changes in net assets,
and notes to the financial statements of RIKEN TECHNOS CORPORATION (the Company) applicable to thefiscal year from April 1, 2022 to March 31, 2023.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position and results of operations of the Company applicable to the fiscal year ended March 31, 2023, in
accordance with accounting principles generally accepted in Japan.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the ethicalrequirements that are relevant to our audit of the financial statements in Japan, and we have fulfilled our otherethical responsibilities in accordance with these requirements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The other information comprises the information included in the Company’s business report and its
supplementary schedules. Management is responsible for preparation and disclosure of the other information.
The Audit & Supervisory Committee is responsible for overseeing the Company’s reporting process of the otherinformation.
Our opinion on the financial statements does not cover the other information and we do not express any formof assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,- 45 -

in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this otherinformation, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and the Audit & Supervisory Committee for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordancewith accounting principles generally accepted in Japan, and for such internal control as management determines
is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue
as a going concern and disclosing, as required by accounting principles generally accepted in Japan, mattersrelated to going concern.
The Audit & Supervisory Committee is responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.
As part of an audit in accordance with auditing standards generally accepted in Japan, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion.
Consider internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances for our risk assessments, while the purpose of the audit of the financial statements is not
expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that amaterial uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events in amanner that achieves fair presentation in accordance with accounting principles generally accepted in Japan.
We communicate with the Audit & Supervisory Committee regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.

- 46 -

We also provide the Audit & Supervisory Committee with a statement that we have complied with the ethicalrequirements regarding independence that are relevant to our audit of the financial statements in Japan, and tocommunicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Disclosed by the Certified Public Accountants Act of Japan
Our firm and its designated engagement partners do not have any interest in the Company which is required tobe disclosed pursuant to the provisions of the Certified Public Accountants Act of Japan.

Notes to the Readers of Independent Auditor's Report
This is an English translation of the Independent Auditor's Report as required by the Companies Act of Japanfor the conveniences of the reader.

- 47 -

Audit & Supervisory Committee’s Audit Report

Translation
Audit Report
The Audit & Supervisory Committee audited the performance of duties by the Directors for the 94th fiscal
year from April 1, 2022 to March 31, 2023, and hereby submits the method and results of the audit.
1. Auditing Methods and Details Thereof
The Audit & Supervisory Committee received reports periodically from Directors, employees andother relevant personnel about the details of the Board of Directors resolution concerning the mattersset forth in Article 399-13, Paragraph 1, Item 1 (b) and (c) of the Companies Act, as well as theestablishment and operation of the system based on such resolution (the internal control system),sought explanations as necessary, expressed opinions and conducted the audit through the methods
described below.
1) In accordance with our audit policy and job responsibilities established by the Audit &Supervisory Committee, and in cooperation with the internal audit division, we attended
important meetings taking advantage of telephone and online conference tools as well, received
reports from Directors and employees on the status of performance of their duties, requested
explanations as necessary, reviewed important approval documents, and examined business
operations and financial conditions at the head office and other principal business locations. With
respect to subsidiaries, we communicated and exchanged information with directors, corporate
auditors and other relevant personnel of subsidiaries as well as received reports from subsidiaries
on their business as necessary.
2) We monitored and verified whether the Accounting Auditor maintained its independence andimplemented appropriate audits, as well as received reports from the Accounting Auditor
regarding the performance of its duties and sought explanations as necessary. In addition, we
received notice from the Accounting Auditor that the “systems for ensuring that the performanceof duties is being carried out correctly” (matters set forth in each item of Article 131 of theRegulation on Corporate Accounting) had been prepared in accordance with the “Standards on
Quality Control for Audits” (issued by the Business Accounting Council on October 28, 2005)
and other relevant standards, and sought explanations as necessary.
Based on the above methods, we examined the business report and its supplementary schedules,
the non-consolidated financial statements (non-consolidated balance sheets, non-consolidated
statements of income, non-consolidated statements of changes in net assets, and notes to the nonconsolidated financial statements) and their supplementary schedules, as well as the consolidated
financial statements (consolidated balance sheets, consolidated statements of income, consolidated
statements of changes in net assets and notes to the consolidated financial statements) for the relevant
fiscal year.
2. Results of Audit(1) Results of Audit of Business Report and Other Relevant Documents
1) In our opinion, the business report and its supplementary schedules are in accordance with laws,
regulations and the Articles of Incorporation, and fairly represent the Company’s condition.
2) We have found no material facts of wrongful action or violation of laws, regulations or the
Articles of Incorporation in the performance of duties by the Directors.
3) In our opinion, the contents of the resolutions of the Board of Directors related to the internal
control system are fair and reasonable. In addition, we have found no matters to be reported
regarding the description in the business report and the performance of duties by the Directors
related to such internal control system.
(2) Results of Audit of Non-Consolidated Financial Statements and Supplementary Schedules
In our opinion, the methods and results employed and rendered by the Accounting Auditor Ernst& Young ShinNihon LLC are fair and reasonable.

- 48 -

(3) Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by the Accounting Auditor Ernst& Young ShinNihon LLC are fair and reasonable.
May 19, 2023
Audit & Supervisory Committee, RIKEN TECHNOS CORPORATION
Full-Time Audit & Supervisory Committee
MemberAudit & Supervisory Committee Member
Audit & Supervisory Committee Member
Audit & Supervisory Committee Member
Audit & Supervisory Committee Member

Masato Koizumi
Takayuki Hayakawa
Shigeharu Nakamura
Shigeru Ehara
Aogi Suemura

Note: Audit & Supervisory Committee Members, Takayuki Hayakawa, Shigeharu Nakamura, Shigeru
Ehara and Aogi Suemura are Outside Directors as stipulated in Article 2, Item 15 and Article
331, Paragraph 6 of the Companies Act.
Notes to the Readers of Audit Report
This is an English translation of the Audit Report as required by the Companies Act of Japan for theconveniences of the reader.

- 49 -