The transactions pursuant to the joint share transfer described in this document involve securities of a Japanesecompany. The joint share transfer is subject to disclosure requirements of Japan that are different from those of theUnited States. Financial information included in this document, if any, was excerpted from financial statements
prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities
laws, since the issuer is located in Japan and some or all of its officers and directors reside outside of the UnitedStates. You may not be able to sue a Japanese company or its officers or directors in a Japanese court for violationsof the U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates to subject themselves
to a U.S. court’s judgment. You should be aware that the issuer may purchase securities otherwise than under thejoint share transfer, such as in the open market or through privately negotiated purchases.
This document has been translated from 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. Riken and NPR
assume no responsibility for this translation or for direct, indirect or any other forms of damages arising from thetranslation.

(Securities identification code: 6209)
June 5, 2024
To our shareholders:
Yasunori Maekawa
Representative Director, Chairman andCEO
NPR-RIKEN CORPORATION
8-1, Sanbancho, Chiyoda-ku, Tokyo

Notice of the 1st Ordinary General Meeting of Shareholders
We are pleased to announce the 1st Ordinary General Meeting of Shareholders of NPR-RIKEN CORPORATION(the “Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation as “Notice of the 1st Ordinary General Meeting of Shareholders” on each of the websites shown
below. Please access one of those websites to review the information.
 The Company’s website:
https://www.npr-riken.co.jp/ir/stock/ (in Japanese) Ordinary General Meeting of Shareholders Materials website:
https://d.sokai.jp/6209/teiji/ (in Japanese) TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter “NPR-RIKEN” in “Issue name(company name)” or the Company’s securities code “6209” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available
for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)-1-

If you are not attending the meeting in person, you may exercise your voting rights in writing (via postal
mail) or via the Internet, etc.
Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights in writing (via postal mail) or by the method of exercising voting rights on page 4 no later than 5:30
p.m., Thursday, June 20, 2024 (Japan Standard Time).

Meeting Details
1.
2.

Date and time:
Venue:

3.

Purposes of the Meeting:Items to be reported:

Friday, June 21, 2024 at 10:00 a.m. (Japan Standard Time)
1st Basement Floor Iwasaki Koyata Memorial Hall
The International House of Japan
5-11-16, Roppongi, Minato-ku, Tokyo

1. Business Report and Consolidated Financial Statements for the 1st
Term (from October 2, 2023 to March 31, 2024), as well as the resultsof the audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit and Supervisory Committee*Although the 1st Term of the Company covers the period from
October 2, 2023 to March 31, 2024, the fiscal year under review covers
the period from April 1, 2023 to March 31, 2024.
2. Non-Consolidated Financial Statements for the 1st Term (from October
2, 2023 to March 31, 2024)

Items to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
Proposal 5:

4.

5.

Appropriation of surplus
Election of eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Determination of the amount of remuneration of Directors (excluding
Directors who are Audit and Supervisory Committee Members)
Determination of the amount of remuneration of Directors who are Audit
and Supervisory Committee Members
Determination of remuneration for allotment of restricted stock to
Directors (excluding Directors who are Audit and Supervisory Committee
Members and Outside Directors)

Exercising Voting Rights
If there is no indication of approval or disapproval of a proposal on the voting form, it will be treated asintention of approval.
If you exercise your voting rights multiple times via the Internet, etc., your last vote shall be deemed
effective.
If you exercise your voting rights through multiple methods such as in writing (by postal mail) and via
the Internet, etc., the vote via the Internet, etc. shall be deemed effective.
Other information regarding this notice
In accordance with the provisions of laws and regulations and Article 16 of the Company’s Articles ofIncorporation, the following items are excluded from paper-based documents delivered to shareholders
who have made a request for delivery of such documents. Such excluded items are posted on the
Company’s website and the TSE website as “Items Subject to Measures for Electronic Provision When
Convening the 1st Ordinary General Meeting of Shareholders.”(1) Matters Related to Company Stock Acquisition Rights, etc. from Business Report(2) System to Ensure the Appropriateness of Operations from Business Report(3) Consolidated Statement of Changes in Equity from Consolidated Financial Statements-2-(4) Notes to the Consolidated Financial Statements(5) Statement of Changes in Equity from Non-Consolidated Financial Statements(6) Notes to Non-Consolidated Financial Statements
Accordingly, Business Report, Consolidated Financial Statements and Non-Consolidated Financial
Statements included in the paper-based documents are part of the documents audited by the financial
auditor in preparation of the financial audit report and by Audit and Supervisory Committee Member in
preparation of the audit report.
If revisions to the items subject to measures for electronic provision arise, the Company will notify therevisions and the details of the items before and after the revisions on the Company’s website and theTSE website.
1.

When attending the meeting, please submit the voting form enclosed with this notice at the reception
desk.

2.

We request your understanding about the fact that we will refrain from giving out souvenirs on thisoccasion in light of fairness, etc., between shareholders who visit the venue and those who havedifficulty visiting the venue.

3.

Starting from the next general meeting of shareholders, as a general rule, the Company may only provide
information necessary for accessing the websites. (Excluding shareholders who request paper-based
documents to be delivered.) Thank you for your understanding.

4.

If there are any major changes in the operation of the general meeting of shareholders due to future
situations, the Company will notify such changes on the Company’s website (https://www.nprriken.co.jp/ir/stock/) (in Japanese).

-3-

Guide to Exercising Voting Rights
You may exercise your voting rights by using one of the three methods shown below.
If you are attending the meeting in person
Please submit the voting form at the reception desk.
Date and time:
Friday, June 21, 2024 at 10:00 a.m. (Japan Standard Time)
Venue:
5-11-16, Roppongi, Minato-ku, Tokyo
The International House of Japan 1st Basement Floor Iwasaki Koyata Memorial Hall
(Please refer to the “Venue of the General Meeting of Shareholders” at the end of document.)
If you are exercising your voting rights in writing (via postal mail)Please indicate your approval or disapproval of the proposals on the voting form enclosed with this notice,and send it via postal mail without postage stamp.
If there is no indication of approval or disapproval of a proposal on the voting form, it will be treated asintention of approval.
Exercise Due Date:
To be received no later than 5:30 p.m. on Thursday, June 20, 2024 (Japan Standard Time)If you are exercising your voting rights via the Internet
Please access the voting website (https://www.web54.net) (in Japanese) from a computer or smartphone, enter
the “voting code” and “password” provided on the voting form sent out with this notice, and follow the
instructions on the screen to indicate your approval or disapproval of the proposals.
Exercise Due Date:
No later than 5:30 p.m. on Thursday, June 20, 2024 (Japan Standard Time)(a) Please note that shareholders using the voting website will be required to change your password on the said
website to prevent unauthorized access by someone other than the shareholder (“impersonation”) andmanipulation of voting details.
(b) The Company will notify shareholders a new “voting code” and “password” each time a general meeting ofshareholder is convened.
(c) Costs incurred in accessing the voting website (Internet connection fees, telephone fees, etc.) will be theresponsibility of the shareholder. Similarly, fees required for the usage of mobile phones such as packet
communication fees or other fees related to the usage of mobile phones will also be the responsibility of theshareholder.

-4-

Guide to Exercising Voting Rights via the Internet
Scanning a QR code for “Smart Voting”
You can log into the voting website without entering your “voting code” and “password.”
1. Please scan the QR code printed on the lower right corner of the voting form.
Note:“QR Code” is a registered trademark of DENSO WAVE INCORPORATED.
2. Once logged in, please follow the instructions on the screen to indicate your approval or disapproval of the
proposals.
You can exercise your voting rights only once by “Smart Voting.”
If you wish to change your vote after exercising your voting rights, please access the website for personal computer,log in by entering your “voting code” and “password” printed on the voting form, and exercise your voting rights
again.
Note:
Please scan the QR code again to be redirected to the website for personal computer.
Entering your voting code and password
Voting website: https://www.web54.net (in Japanese)
1. Please access the voting website.
Click “Proceed to the next step”
2. Enter your “voting code” printed on the voting form.
Enter your “Voting Code”
Click “Log In”
3. Please enter your “password” printed on the voting form.
Enter your “Password”
Please set up a new password which you will use.
Click “Register”
4. Once logged in, please follow the instructions on the screen to indicate your approval or disapproval of the
proposals.
Note:
The operation screens displayed are for illustration purposes.
If you have any questions about how to navigate your personal computer or smartphone
to exercise your voting rights via the Internet, please contact the number listed on theright.
Sumitomo Mitsui Trust Bank, Limited. Stock Transfer Agency Web Support Hotline
Phone: 0120-652-031 (Toll Free)(Hours: 9:00 a.m. to 9:00 p.m.)
Institutional investors may use the electronic voting platform for institutional investors
operated by ICJ, Inc.

-5-

Reference Documents for the General Meeting of Shareholders
Proposals and Notes
Proposal 1:
Appropriation of surplus
Recognizing that dividends of surplus are an important management issue, the Company
will continue to pay stable dividends in order to meet the expectations of our shareholders,
while considering the balance between investment needed for sustainable growth andenhancement of corporate value and financial soundness.
The Company was established on October 2, 2023 through a merger between Riken
Corporation and Nippon Piston Ring Co., Ltd. We would like to express our heartfelt
gratitude to our shareholders and all other concerned parties for their support in making thispossible.
Therefore, in order to express our gratitude to our shareholders for their support, theCompany proposes to add a dividend commemorating the merger of 25 yen to the ordinary
dividend of 45 yen per share, for a year-end dividend of 70 yen per share.
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount
70 yen per common share of the Company
Total amount of dividends: 1,969,674,070 yen(3) Effective date of distribution of dividends of surplus
June 24, 2024
2. Other appropriation of surplus
There are no applicable items.

-6-

Proposal 2:

Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members; hereinafter the same shall apply in this proposal) will
expire at the conclusion of this Meeting.
Therefore, the Company requests the election of eight (8) Directors.
Selection of candidates for Director has undergone deliberations by our voluntary
Nomination and Compensation Committee, of which a majority of members are independent
Outside Directors.
In addition, in relation to this proposal, the Audit and Supervisory Committee of theCompany has determined that all of the candidates for Director are suitable for these roles.
The candidates for Director are as follows:

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
March 1986
February
2004
June 2010
May 2013
June 2015
May 2016
April 2019
June 2019

April 2020
April 2022

1

Yasunori Maekawa(February 27, 1958)[Reelection]

October 2023

Joined Riken Corporation
General Manager of Nagoya Sales
Division of Riken Corporation
Director, Chairman of Overseas
Committee of Riken Corporation
Director of Riken Corporation
Managing Director of Riken
Corporation
Director, Managing Executive Officerof Riken Corporation
Director, Senior Managing Executive
Officer of Riken Corporation
Representative Director, Senior
Managing Executive Officer of Riken
Corporation
Representative Director, President(COO) of Riken Corporation
Representative Director, President(CEO & COO) of Riken Corporation(present position)
Representative Director, Chairman and
CEO of the Company (present position)

Reasons for nomination as candidate for Director
After presiding over overseas sales, domestic sales, andoverseas business for many years, Yasunori Maekawa
has played a leading role in management, contributing to
the Riken Group’s sustainable growth and theenhancement of corporate value over the medium to longterm. In addition, he has served as the Representative
Director of the Company since its establishment in
October 2023. With his extensive knowledge andexperience as well as a proven track record in overallmanagement, we consider him to be qualified to makedecisions on important matters and supervise thebusiness execution of the Company, and have nominatedhim again for the post of Director.
Attendance at the Board of Directors Meetings
during the fiscal year
10/10 (100%)-8-

Number of theCompany’s
shares owned

63,100No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1981
April 2005

June 2006

June 2009

June 2016

June 2020

October 2023

2

Teruo Takahashi(February 10, 1959)[Reelection]

Joined Nippon Piston Ring Co., Ltd.
General Manager, Product Engineering
Department II of Nippon Piston Ring
Co., Ltd.
Executive Officer and General
Manager, Product Engineering
Department II, Development Head
Office of Nippon Piston Ring Co., Ltd.
Director and General Manager, ProductEngineering Department II, in charge of
Research and Development Departmentof Nippon Piston Ring Co., Ltd.
Managing Director, in charge of
Research and Development Departmentof Nippon Piston Ring Co., Ltd.
Representative Director and President,
in charge of Internal Auditors Office ofNippon Piston Ring Co., Ltd.
Representative Director and President,
in charge of Internal Auditors Office,DX Promotion Office of Nippon Piston
Ring Co., Ltd. (present position)
Representative Director, President and
COO of the Company (present position)

Reasons for nomination as candidate for Director
After presiding over the research and development
department for many years, Teruo Takahashi has playeda leading role in management, contributing to the
Nippon Piston Ring Group’s sustainable growth and theenhancement of corporate value over the medium to longterm. In addition, he has served as the Representative
Director of the Company since its establishment in
October 2023. With his extensive knowledge andexperience as well as a proven track record in overallmanagement, we consider him to be qualified to makedecisions on important matters and supervise thebusiness execution of the Company, and have nominatedhim again for the post of Director.
Attendance at the Board of Directors Meetings
during the fiscal year
10/10 (100%)-9-

Number of theCompany’s
shares owned

22,806No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1987
April 2015

April 2016
April 2018

June 2019

April 20203

Motonori
Wakabayashi(August 13, 1964)[New election]

July 2021

November
2021

April 2022
April 2023

May 2024

Joined The Industrial Bank of Japan,
Limited
Executive Officer, General Manager ofIndustry Research Division of Mizuho
Bank, Ltd.
Managing Executive Officer of Mizuho
Financial Group, Inc.
Managing Executive Officer, Head of
Research & Consulting Unit of Mizuho
Financial Group, Inc.
Member of the Board of Directors,
Managing Executive Officer, Head of
Research & Consulting Unit, Head of
Risk Management Group of Mizuho
Financial Group, Inc.
President & CEO of Mizuho ResearchInstitute Ltd.
Member of the Board of Directors,
Senior Managing Executive Officer,
Head of Risk Management Group of
Mizuho Financial Group, Inc.
Deputy President & Executive Officerof Mizuho Bank, Ltd. (until March
2022)
Member of the Board of Directors,
Senior Executive Officer, Group Chief
Risk Officer of Mizuho Financial
Group, Inc.
Member of the Board of Directors,
Senior Executive Officer, Head of Risk
Management Group, Head ofCompliance Group of Mizuho Financial
Group, Inc.
Deputy President of Mizuho Bank, Ltd.
Member of the Board of Directors,
Senior Executive Officer, Group CROof Mizuho Financial Group, Inc.
Advisor of the Company (present
position)

Reasons for nomination as candidate for Director
Motonori Wakabayashi has held executive posts at
Mizuho Financial Group, Inc., and possesses an in-depth
expertise, particularly in the fields of risk management
and compliance. Also, with his extensive knowledge andexperience as well as a proven track record in overallmanagement, we consider him to be qualified to makedecisions on important matters and supervise thebusiness execution of the Company, and have newly
nominated him for the post of Director.

- 10 -

Number of theCompany’s
shares owned

0

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1985
June 2011
May 2016

June 2020

April 2022

May 2022

June 2022
June 2023

4

Hidehiro Sakaba(November 22, 1962)[Reelection]

October 2023

Joined Riken Corporation
General Manager of Corporate Planning
Division of Riken Corporation
Executive Officer, General Manager ofCorporate Planning Division of Riken
Corporation
Executive Officer of Riken Corporation,
President of Riken Mexico, S.A. DE
C.V.
Managing Executive Officer of Riken
Corporation, President of Riken
Mexico, S.A. DE C.V.
Managing Executive Officer, General
Manager of Corporate Management
Head Office of Riken Corporation
Director, Managing Executive Officerof Riken Corporation
Director, Managing Executive Officer,
CIO, CISO of Riken Corporation(present position)
Director of the Company (present
position)

Reasons for nomination as candidate for Director
With his in-depth expertise in corporate planning,accounting and finance, and corporate management
divisions, Hidehiro Sakaba has contributed to the Riken
Group’s sustainable growth and the enhancement ofcorporate value over the medium to long term. In
addition, he has served as Director of the Company since
its establishment in October 2023. With his extensive
knowledge and experience as well as a proven trackrecord in overall management, we consider him to bequalified to make decisions on important matters andsupervise the business execution of the Company, andhave nominated him again for the post of Director.
Attendance at the Board of Directors Meetings
during the fiscal year
10/10 (100%)- 11 -

Number of theCompany’s
shares owned

24,500No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1984
April 2005

June 2006
July 2012

June 2013

June 2021

September
2022

April 2023

5

Masaaki Fujita(May 30, 1961)[Reelection]
October 2023

April 2024

Joined Nippon Piston Ring Co., Ltd.
General Manager, Corporate Planning
Department of Nippon Piston Ring Co.,Ltd.
President of NPR of America, Inc.
Operating Officer of Nippon Piston
Ring Co., Ltd.
President of NPR of America, Inc.
Director, General Manager, Corporate
Planning Department, in charge ofCorporate Planning Department andOverseas Operation Control Departmentof Nippon Piston Ring Co., Ltd.
Director, Managing Executive Officer
in charge of Corporate Planning
Department and Accounting and
Finance Department of Nippon Piston
Ring Co., Ltd.
Director, Managing Executive Officer
in charge of Corporate Planning
Department, Accounting and Finance
Department, and Related Business
Department of Nippon Piston Ring Co.,Ltd.
Director, Managing Executive Officer
in charge of Corporate Administration
Department, Accounting and Finance
Department, and Related Business
Department of Nippon Piston Ring Co.,Ltd.
Director, Managing Executive Officer
in charge of Corporate Administration
Department, General Affairs
Department, Accounting and Finance
Department, and Related Business
Department of Nippon Piston Ring Co.,Ltd.
Director of the Company (present
position)
Director, Managing Executive Officer
in charge of Corporate Administration
Department, General Affairs
Department, and Accounting and
Finance Department of Nippon Piston
Ring Co., Ltd. (present position)

Reasons for nomination as candidate for Director
With his in-depth expertise in overseas business as wellas corporate planning and corporate administration
departments, Masaaki Fujita has contributed to the
Nippon Piston Ring Group’s sustainable growth and theenhancement of corporate value over the medium to longterm. In addition, he has served as Director of theCompany since its establishment in October 2023. With
his extensive knowledge and experience as well as a

- 12 -

Number of theCompany’s
shares owned

18,202No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
proven track record in overall management, we consider
him to be qualified to make decisions on importantmatters and supervise the business execution of theCompany, and have nominated him again for the post of
Director.
Attendance at the Board of Directors Meetings
during the fiscal year
10/10 (100%)- 13 -

Number of theCompany’s
shares owned

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1995
April 2007
May 2011

December
2012
July 2013

June 2016

June 2020

6

Zhongliang Yang
(July 20, 1962)[New election]
June 2021

April 2024

Joined Nippon Piston Ring Co., Ltd.
Plant Manager of NPR Auto Parts
Manufacturing (Yizheng) Co., Ltd.
Chairman and President of NPR Auto
Parts Manufacturing (Yizheng) Co.,
Ltd.
Chairman and President of NPR
Powdered Metals Manufacturing(Yizheng) Co., Ltd.
Operating Officer of Nippon Piston
Ring Co., Ltd.
Chairman and President of NPR
ASIMCO Powdered Metals
Manufacturing (Yizheng) Co., Ltd.
Director in charge of Quality Assurance
Department, Production Control
Department, Tochigi Plant, Production
Engineering Department I, Production
Engineering Department II and
Production Engineering Department III
of Nippon Piston Ring Co., Ltd.
Director in charge of Quality Assurance
Department, Production Control
Department, Tochigi Plant, Production
Engineering Department I, Production
Engineering Department II and
Production Engineering Department III
of Nippon Piston Ring Co., Ltd.
Chairman and President of NPR
ASIMCO Powdered Metals
Manufacturing (Yizheng) Co., Ltd.
Director, Managing Executive Officer
in charge of Production Engineering
Department I, Production Engineering
Department II and Production
Engineering Department III of Nippon
Piston Ring Co., Ltd.
Chairman and President of NPR
ASIMCO Powdered Metals
Manufacturing (Yizheng) Co., Ltd.
Director, Managing Executive Officer
in charge of Manufacturing and
Production Engineering Division of
Nippon Piston Ring Co., Ltd.
Director of NPR ASIMCO Powdered
Metals Manufacturing (Yizheng) Co.,
Ltd. (present position)

Reasons for nomination as candidate for Director
With his in-depth expertise in production engineeringand manufacturing departments, Zhongliang Yang has
contributed to the Nippon Piston Ring Group’s
sustainable growth and the enhancement of corporate
value over the medium to long term. Also, with his
extensive knowledge and experience as well as a proven- 14 -

Number of theCompany’s
shares owned

13,961No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
track record in overall management, we consider him tobe qualified to make decisions on important matters andsupervise the business execution of the Company, andhave newly nominated him for the post of Director.

- 15 -

Number of theCompany’s
shares owned

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1973
May 1999
June 2002
June 2006
May 2015
June 2015
June 2016

September
2017
October 2017

June 2022
October 2023

7

Eiji Hirano(September 15,
1950)[Reelection][Outside][Independent]

Number of theCompany’s
shares owned

Joined Bank of Japan
Director-General of International
Department of Bank of Japan
Executive Director of Bank of Japan
Director, Vice President of Toyota
Financial Services Corporation
Director, Representative Statutory
Executive Officer of MetLife, Inc.
Outside Director of Riken Corporation
Outside Director of NTT DATA
Corporation (currently NTT DATAGroup Corporation) (present position)
Director, Vice Chairman of MetLife,
Inc. (present position)
Chairperson of the Board of Governorsof Government Pension Investment
Fund
Outside Director of Ichiyoshi Securities
Co., Ltd. (present position)
Outside Director of the Company(present position)

Reasons for nomination as candidate for Outside
Director and outline of expected role
With his in-depth expertise regarding financial
institutions and corporate management in generalthrough his tenure at executive posts in the Bank ofJapan, as well as global and extensive experience andbroad insight, Eiji Hirano has actively voiced opinions
regarding overall management of the Riken Group froman objective standpoint and fulfilled the role ofsupervising management. In addition, he has served as
Outside Director of the Company since its establishment
in October 2023.
As he is expected to play an important role in providing
advice and recommendations to ensure the adequacy andappropriateness of decisions made by the Board of
Directors from an independent standpoint, we havenominated him again for the post of Outside Director.
If he is reelected, the Company would like him tocontinue to be a member of the voluntary Nomination
and Compensation Committee of the Company, and be
involved in selection of candidates for officer of theCompany and decisions on compensation for officers
from an objective and neutral standpoint. He will have
served as Outside Director for nine (9) months at theconclusion of this General Meeting of Shareholders.
Attendance at the Board of Directors Meetings
during the fiscal year
10/10 (100%)- 16 -

0

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
November
1991
September
1994
April 1995
April 1998

April 2000
April 2003
April 2004

April 2005
April 2012

8

Masako Kurosawa(July 23, 1962)[Reelection][Outside][Independent]

September
2015
February
2020

April 2021

April 2022
April 2023

June 2023
October 2023

Research Fellow, Institute for Researchon Higher Education, University ofPennsylvania, Philadelphia, USA
Visiting Assistant Professor, Economics
Department, Barnard College, New
York, USA
Associate Professor, Josai University,
Department of Economics
Visiting Associate Professor, The Open
University of Japan, Industry andTechnology
Associate Professor, Meiji Gakuin
University, Department of Economics
Associate Professor of National
Graduate Institute for Policy Studies
Professor of National Graduate Institutefor Policy Studies (present position)
Director, Tokyo Foundation for
Employment Services (present position)
Faculty Fellow, Research Institute of
Economy, Trade and Industry
Member of the Managing Council,
Japan Organization for Employment of
the Elderly, Persons with Disabilities
and Job Seekers
Visiting Fellow, Columbia Business
School, Centre on Japanese Economy
and Business
Chair of the Committee Investigation
the Integration of the National Trades
Skill Test, Skill Assessment Office,Human Resources Development
Division, Ministry of Health, Labourand Welfare (present position)
Director and Vice President, National
Graduate Institute for Policy Studies(present position)
Standing Member of Productivity
Committee, Japan Productivity Center
Temporary Member of Employment
Security Committee, Labour Policy
Council, Employment Security Bureau,
Ministry of Health, Labour and Welfare(present position)
Outside Director of Nippon Piston Ring
Co., Ltd.
Outside Director of the Company(present position)

Reasons for nomination as candidate for Outside
Director and outline of expected role
With her involvement in management of a research
institution as Vice President of the National Graduate
Institute for Policy Studies and having held various posts
as a government delegate, Masako Kurosawa has- 17 -

Number of theCompany’s
shares owned

0

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

actively voiced opinions regarding overall managementof the Riken Group from an objective standpoint andfulfilled the role of supervising management.
In addition, she has served as Outside Director of theCompany since its establishment in October 2023.
As she is expected to play an important role in providing
advice and recommendations to ensure the adequacy andappropriateness of decisions made by the Board of
Directors from an independent standpoint, we havenominated her again for the post of Outside Director.
If she is reelected, the Company would like her tocontinue to be a member of the voluntary Nomination
and Compensation Committee of the Company, and be
involved in selection of candidates for officer of theCompany and decisions on compensation for officers
from an objective and neutral standpoint. She will have
served as outside Director for nine (9) months at theconclusion of this General Meeting of Shareholders.
Attendance at the Board of Directors Meetings
during the fiscal year
10/10 (100%)(Notes)1.
There is no special interest between each of the candidates and the Company.
2.

Eiji Hirano and Masako Kurosawa are candidates for Outside Directors. In addition, both satisfy the requirements under“Standards for Judgment of Independence of Outside Directors” (page 24) provided by the Company.

3.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Eiji Hirano and Masako Kurosawa havebeen designated as independent officers as provided for by the aforementioned exchange, and if they are reelected as

4.

Outside Directors, the Company plans to continue to register them as independent officers.
In accordance with Article 427(1) of the Companies Act, the Company has entered into agreements with Eiji Hirano and
Masako Kurosawa regarding liability for damages under Article 423(1) of the Companies Act to the Company, limiting
their liability to the extent stipulated in legislation. The Company intends to continue these agreements if they are5.

reelected.
The Company has concluded a liability insurance contract for officers, etc. (D&O Insurance Contract) under Article
430-3(1) of the Companies Act with an insurance company, with all the Directors including Directors who are Audit
and Supervisory Committee Members as the insured. Under the insurance contract, damages or legal costs, etc. that may
be incurred by the insured due to claims for damages being filed arising due to acts (including omissions) committed by
the insured based on the status of company officer, etc. will be covered. However, there are certain exclusion reasons,such as damages arising from an act upon recognition of the illegality of the act not being covered. Insurance premiums
for the insurance contract are covered by the Company, based on approval by the Board of Directors and the consent of
the Outside Directors.
If election of candidates for Director is approved, they will be included in the insured under the insurance contract.

6.

The Company plans to renew the insurance contract with the same terms at the next renewal in October 2024.
Masako Kurosawa’s name on her family register is Masako Hayashi.

- 18 -

Proposal 3:

Determination of the amount of remuneration of Directors (excluding Directors who
are Audit and Supervisory Committee Members)
Regarding the amount paid in cash of the remuneration, etc. of the Company’s Directors(excluding Directors who are Audit and Supervisory Committee Members), Article 2,paragraph (1) of the Supplementary Provisions to the Company’s Articles of Incorporation
stipulates that the total amount of remuneration, etc. for the period from the date ofestablishment of the Company to the conclusion of this General Meeting of Shareholders shallbe no more than 400 million yen.
Therefore, we would like to ask for your approval regarding the amount of remuneration, etc.
of the Company’s Directors (excluding Directors who are Audit and Supervisory Committee
Members) to be disbursed after the conclusion of this General Meeting of Shareholders.
This proposal is based on careful consideration of various factors, such as the status of theCompany’s management structure and economic conditions, and the Company proposes tocontinue to set the amount of remuneration, etc. of Directors (excluding Directors who are
Audit and Supervisory Committee Members) at no more than 400 million yen per year. This
proposal has been decided by the Board of Directors following deliberation and reporting by
our voluntary Nomination and Compensation Committee, and is considered to be reasonable.
In addition, this proposal has been reviewed by the Audit and Supervisory Committee, andthere were no particular matters of concern.
The Company currently has eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members), two (2) of whom are Outside Directors. The same will
apply even if Proposal 2, “Election of eight (8) Directors (excluding Directors who are Audit
and Supervisory Committee Members),” is approved.
The Board of Directors will determine the timing and allocation, etc. of remuneration, etc.,
following deliberation and reporting by our voluntary Nomination and Compensation
Committee. The Company’s policy for determining the details of remuneration, etc. for eachindividual Director is as described on pages 39 through 41 of the Business Report.

- 19 -

Proposal 4:

Determination of the amount of remuneration of Directors who are Audit andSupervisory Committee Members
Regarding the amount of remuneration, etc. of the Company’s Directors who are Audit andSupervisory Committee Members, Article 2, paragraph (2) of the Supplementary Provisions to
the Company’s Articles of Incorporation stipulates that the total amount of remuneration, etc.
for the period from the date of establishment of the Company to the conclusion of this General
Meeting of Shareholders shall be no more than 60 million yen.
Therefore, we would like to ask for your approval regarding the amount of remuneration, etc.
of the Company’s Directors who are Audit and Supervisory Committee Members to be
disbursed after the conclusion of this General Meeting of Shareholders.
This proposal is based on careful consideration of various factors, such as the status of theCompany’s management structure and economic conditions, and the Company proposes to set
the amount of remuneration, etc. of Directors who are Audit and Supervisory Committee
Members at no more than 80 million yen per year. This proposal has been decided by the Boardof Directors following deliberation and reporting by our voluntary Nomination andCompensation Committee, and is considered to be reasonable.
With respect to this proposal, all Directors who are Audit and Supervisory Committee
Members have expressed their opinion that there are no particular matters of concern.
The Company currently has five (5) Directors who are Audit and Supervisory Committee
Members (of which three (3) are Outside Directors).
The timing and allocation, etc. of remuneration, etc., will be determined through discussions
among the Directors who are Audit and Supervisory Committee Members.

- 20 -

Proposal 5:

Determination of remuneration for allotment of restricted stock to Directors(excluding Directors who are Audit and Supervisory Committee Members andOutside Directors)
Regarding the amount of remuneration, etc. pertaining to restricted stock of the Company’s
Directors (excluding Directors who are Outside Directors), Article 2, paragraph (3) of the
Supplementary Provisions to the Company’s Articles of Incorporation stipulates that, separate
from the amount of remuneration stipulated in Article 2, paragraph (1) of the Supplementary
Provisions to the Company’s Articles of Incorporation, the total amount of remuneration, etc.
for the period from the date of establishment of the Company to the conclusion of this General
Meeting of Shareholders shall be no more than 100 million yen.
Therefore, we would like to ask for your approval regarding the amount of remuneration, etc.
pertaining to restricted stock of the Company’s Directors (excluding Outside Directors) to be
disbursed after the conclusion of this General Meeting of Shareholders.
This proposal is based on careful consideration of various factors, such as the status of theCompany’s management structure and economic conditions, and the Company proposes tocontinue to set the amount of remuneration, etc. pertaining to restricted stock (hereinafterreferred to as the “Restricted Stock”) of Directors (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors; hereinafter referred to as “Eligible
Directors”) at no more than 100 million yen per year. This proposal has been decided by the
Board of Directors following deliberation and reporting by our voluntary Nomination andCompensation Committee, and since the maximum number of Restricted Stock to be allotted ineach fiscal year as specified below accounts for only 0.11% of the total number of outstanding
shares, the dilution ratio is insignificant, and the Company considers this proposal to bereasonable.
In addition, this proposal has been reviewed by the Audit and Supervisory Committee, andthere were no particular matters of concern.
The Company currently has eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members), two (2) of whom are Outside Directors. The same will
apply even if Proposal 2, “Election of eight (8) Directors (excluding Directors who are Audit
and Supervisory Committee Members),” is approved.
The Board of Directors will determine the timing and allocation, etc. of remuneration, etc.
within the following scope, following deliberation and reporting by our voluntary Nomination
and Compensation Committee. The Company’s policy for determining the details of
remuneration, etc. for each individual Director is as described on pages 39 through 41 of theBusiness Report.
Meeting Details
Specific details and the maximum number of restricted stock to be granted to Eligible Directors
1. Allotment and payment for restricted stock
The Company shall pay Eligible Directors the monetary remuneration within the scope of theaforementioned per annum amount as remuneration for Restricted Stock in accordance with theresolution of the Company’s Board of Directors, and each Eligible Director shall receive an allotment of
Restricted Stock with all such monetary remuneration provided using the investment in kind method.
The payment amount for the Restricted Stock shall be determined by the Company’s Board of
Directors to the extent not particularly favorable to the Eligible Directors subscribing to such Restricted
Stock on the basis of the closing price of the Company’s common shares on the Tokyo Stock Exchangeon the business day preceding the date of the resolution of the Company’s Board of Directors (if no- 21 -

trades are made on this day, the closing price on the most recent day of trading before that) pertaining tosuch issue or disposal.
In addition, the payment of the aforementioned monetary remuneration is subject to the Eligible
Directors agreeing to the aforementioned investment in kind and executing a restricted stock allotment
agreement that includes the details set forth in 3. below.
2. Total number of Restricted Stock
The total number of Restricted Stock to be allotted to the Eligible Directors shall be 30,000 shares,
which shall be the maximum number of Restricted Stock to be allotted in each fiscal year.
However, in the case of a stock split (including a gratis allotment of the Company’s common shares)
or a reverse stock split of the Company’s common shares after the date of resolution of this proposal, orin other cases in which the total number of the Restricted Stock to be allotted needs to be adjusted inaccordance with such cases, the total number of such Restricted Stock may be adjusted reasonably.
3. Contents of the Restricted Stock allotment agreements
Upon allotment of the Restricted Stock, each of the Restricted Stock Allotment Agreements to beentered into between the Company and the Eligible Directors to whom the Restricted Stock is allotted
pursuant to the resolution of the Company’s Board of Directors shall include the following contents.
(1) Transfer restrictions
Eligible Directors who receive an allotment of Restricted Stock may not, in relation to such
Restricted Stock, transfer, establish a pledge of rights, establish a security interest, gift while alive,
bequest or undertake any other form of disposal to a third party during the period from the day when
the allotment was received until the day of retirement from office from any position as a Director of
the Company or any of its subsidiaries (hereinafter referred to as “Restriction Period”).
(2) Acquisition of the Restricted Stock without consideration
The Company shall naturally acquire the Restricted Stock allotted to Eligible Directors (hereinafterreferred to as the “Allotted Stock”) without contribution, if Eligible Directors who received anallotment of Restricted Stock has retired from office as both Director and Executive Officer of theCompany by the day preceding the day on which the Company’s first Ordinary General Meeting of
Shareholders following the commencement of the Restriction Period is held, except in cases where theCompany’s Director acknowledges the reason as being justified.
In addition, the Company shall naturally acquire without contribution any Allotted Stock for whichtransfer restrictions have not been removed in accordance with the provisions of the removal oftransfer restrictions as in (3) below, when the Restriction Period in (1) above has expired.
(3) Removal of transfer restrictions
The Company shall remove transfer restrictions for all of the Allotted Stock upon the expiration of
the Restriction Period, on condition that an Eligible Director who has received an allotment of
Restricted Stock has continuously been in office as either Director or Executive Officer of theCompany by the day on which the Company’s first Ordinary General Meeting of Shareholders
following the commencement date of the Restriction Period is held.
However, the Company shall make reasonable adjustments as necessary regarding the number ofAllotted Stock subject to the removal of transfer restrictions and the timing of removal of transfer
restrictions, if the Eligible Director has retired from office as both Director and Executive Officer of
the Company before the Restriction Period has expired due to reasons that the Company’s Board of
Directors acknowledges as being justified.
(4) Handling in the event of organizational restructuring, etc.
If, during the Restriction Period, a proposal regarding a merger agreement in which the Company
becomes the absorbed company, a share exchange agreement in which the Company becomes awholly owned subsidiary, a share transfer plan, or other organizational restructuring, etc. is approvedat the Company’s General Meeting of Shareholders (in cases where the Company does not need theapproval of the General Meeting of Shareholders concerning such organizational restructuring, etc.,- 22 -

the Company’s Board of Directors), the Company shall, by a resolution of the Company’s Board of
Directors, remove transfer restrictions from the commencement date of the Restriction Period prior to
the effective date of such organizational restructuring, etc.
In such cases, the Company will naturally acquire without contribution the Allotted Stock for whichtransfer restrictions have not been removed as of the time immediately following the removal oftransfer restrictions based on the above provisions.

- 23 -

(Reference) Standards for Judgment of Independence of Outside Directors
The Company will elect persons who are judged not to fall under any of the following items as independent
Outside Director, in order to ensure objectiveness and transparency of management.
1. Business executors of the Group (executive directors, operating officers, and other equivalent persons andemployees; the same shall apply hereinafter), or persons who used to be business executors of the Group in
the past ten (10) years
2. The Company’s current major shareholders (shareholders who hold 10% or greater on a voting rights basis
in their own name or in the name of others at the end of the most recent fiscal year of the Company) or theirbusiness executors
3. Major business partners of the Group that fall under any of the following items or business executors
thereof(i) Business partners to whom the Group provides products, etc., who have paid the Company 2% or greaterof the Company’s annual consolidated sales in the most recent fiscal year.
(ii) Business partners who provide products, etc. to the Group and have received payment of 2% or greater of
the annual consolidated sales of those parties in the most recent fiscal year.
(iii) Financial institutions from which the Group borrows funds and from which the borrowing balanceexceeds 2% of the Company’s consolidated total assets at the end of the most recent three (3) fiscal yearsof the Company.
4. Persons who belong to an audit firm that is an accounting auditor of the Company or its consolidated
subsidiaries
5. Parties (if it is an organization such as a corporation or association, etc., persons who belong to the relevantorganization) who provide professional services such as consultants, lawyers, certified accountants, etc.
who receive a large amount of money or other property* from the Group in addition to officer
compensation.
6. Parties who have received a large amount of donations from the Group (meaning the case of the annual
amount exceeding 10 million yen in the most recent fiscal year) (if a party is a group such as a corporation
or association, etc., a business executor of the relevant group)
7. Business executors of companies that have appointed a business executor of the Group as their officer
8. Those who used to fall under any of the above 2 to 7 in the past five (5) years
9. Spouses or relatives within the second degree of kinship of parties that fall under any of the above 1 to 7
10. Persons who have been in office as outside officers of the Company for ten (10) years or longer in total
11. Any other persons who have a risk of conflict of interest with general shareholders and have circumstances
under which they are reasonably judged to be unable to perform duties as independent outside directors.
*“Large amount of money or other property” is defined as follows.
If the party who provides professional services is an individual: those that exceed 10 million yen per year on average inthe most recent three (3) fiscal years
If the party who provides professional services is a group: those that exceed 2% of consolidated sales or annual total
income of the relevant group on average in the most recent three (3) fiscal years- 24 -

(Reference) List of Officers After the Conclusion of this Meeting
If Proposal 2, “Election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members)” is approved and adopted in its original form, officers of the Company after the conclusion of thisMeeting will be as follows.
Position in the
Company

Name

Representative Director,
ChairmanYasunori Maekawa

CEO (Chief Executive Officer), Representative
Director, President of Riken Corporation

Representative Director,
President

Teruo Takahashi

COO (Chief Operating Officer), Representative
Director and President of Nippon Piston Ring Co.,Ltd.

Managing Director

Motonori
Wakabayashi

Director

Hidehiro Sakaba

Director, Managing Executive Officer of Riken
Corporation

Director

Masaaki Fujita

Director, Managing Executive Officer of Nippon
Piston Ring Co., Ltd.

Director

Zhongliang Yang

Director, Managing Executive Officer of Nippon
Piston Ring Co., Ltd.

Outside Director

Eiji Hirano

Outside Director

Masako Kurosawa

Director(Full-Time Audit andSupervisory Committee
Member)Director(Full-Time Audit andSupervisory Committee
Member)Outside Director(Audit and Supervisory
Committee Member)
Outside Director(Audit and Supervisory
Committee Member)

Outside Director(Audit and Supervisory
Committee Member)

Responsibilities and significant concurrent
positions outside the Company

Director, Vice Chairman of MetLife, Inc.
Outside Director of NTT DATA Group
Corporation
Outside Director of Ichiyoshi Securities Co., Ltd.
Director, Vice President, and Professor at National
Graduate Institute for Policy Studies

Kouei Watanabe

Auditor of Riken Corporation

Hiroto Koeba

Auditor of Nippon Piston Ring Co., Ltd.

Osamu Honda

Outside Auditor of Kurimoto Ltd.
Auditor of Riken Corporation

Hiroki Kimura

Chairman and Representative Director of Asahi
Mutual Life Insurance Company, Member of theBoard and Member of the Audit & Supervisory
Committee (Outside) of The Yokohama RubberCo., Ltd., Audit & Supervisory Board Member(External) of Zeon Corporation

Tatsuya Sakuma

Outside Director of AEON Financial Service Co.,Ltd.
Outside Director of PowerX, Inc.
Attorney at Aoyama TS Law Office- 25 -

Corporate
management
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Main areas in which Directors are expected to have experience
Manufacturi
Riskng / Safety /management
Finance /Innovation /GlobalQuality // Legal
Accounting
R&D
experience
Technology /affairs /Environment
Governance
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- 26 -

Marketing /
Sales
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[Reasons for selection of each skill matrix item]
Skill item

Reason for selection

Corporate management

In order to formulate and supervise management strategies to sustainably
enhance corporate value amid the drastically changing environment
surrounding the Company, we need Directors with management experienceand a proven track record in management not only in manufacturing, sales,
and technology closely related to the Company’s current business, but also invarious fields, regardless of industry or business type.

Global experience

In order to execute global management operations, we need Directors withoverseas business management experience, familiarity with foreign customs
and cultures, and the ability and judgment that can maximize the value ofmanagement resources (people, goods, money, information, etc.).

Risk management /Legal affairs /Governance

Finance / Accounting

Innovation / R&D

Manufacturing / Safety /Quality / Technology /Environment

Marketing / Sales

In order to achieve “‘Innovation’ and ‘Challenge,’ and to the New Stage,” themain theme of the Company’s Midterm Management Policy, we need
Directors with solid knowledge and experience in risk management, in order
to be more proactive and take healthy risks. In addition, the establishment ofan appropriate corporate governance system based on compliance and risk
management serves as the foundation for the sustainable enhancement ofcorporate value, and as such, we need Directors with solid knowledge andexperience in laws, regulations, and risk management related to the Company,in order to enhance the management and supervisory functions of the Board of
Directors.
In order to build a stronger financial base and promote growth strategies andinvestments aimed at the sustainable enhancement of corporate value, weneed Directors with solid knowledge and experience in finance andaccounting.
In order to continue with the evolution of technological development leading
to the creation of new value and the creation of new businesses while utilizing
the Company’s core technologies cultivated to date, we need Directors with aproven track record of promoting innovation and solid knowledge andexperience in technology, product development, and new business creation.
In order to further evolve the Company’s advanced technologicaldevelopment and solid manufacturing technology, and to provide high-quality
products in a short period of time and at low cost that will serve to strengthen
our competitiveness, we need Directors with extensive knowledge andexperience of the manufacturing industry, namely, manufacturing, safety,
quality, technology, and the environment, etc.
In order to further expand our line of business and expand sales for thesustainable enhancement of corporate value, we need Directors with solid
knowledge and experience in sales strategy and sales management, who arewell versed in business management from a global perspective and arecapable of developing sales strategies based on a high level of marketing
insight.

- 27 -