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 31, 2022
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 93rd 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 93rd Ordinary General Meeting of Shareholders of RIKEN TECHNOSCORPORATION (the “Company”) will be held as described below.
In order to prevent the spread of the COVID-19, the Company encourages all shareholders to exercise
their voting rights in writing or via the Internet, etc. in advance. Please review the attached Reference
Documents for the General Meeting of Shareholders (pages 3 through 18), and exercise your voting rights
by no later than 5:45 p.m. on Thursday, June 16, 2022, Japan time.
1. Date and Time:

Friday, June 17, 2022 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 93rd term(from April 1, 2021 to March 31, 2022) and results of audits by Independent
Accountants and Audit & Supervisory Committee of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the 93rd term (from April 1, 2021
to March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 4 Directors (Excluding Directors serving as Audit & Supervisory
Proposal 3:
Committee Members)
Election of 5 Directors serving as Audit & Supervisory Committee Members
Proposal 4:-1-◎ Among the documents to be provided upon the notification of convocation, the matters listed below areposted on the Company’s website pursuant to provisions of laws and regulations as well as Article 13 of theCompany’s Articles of Incorporation, and therefore are not provided in the Appendix of this Notice.
(1) Consolidated Statements of Changes in Net Assets and Notes to the Consolidated Financial Statements(2) Statements of Changes in Net Assets and Notes to the Non-consolidated Financial Statements
The above-mentioned matters posted on the Company’s website, together with the Appendix relating tomatters to be reported, are subject to audits by Independent Accountants and the Audit & Supervisory
Committee.
◎ If any revisions are required in the Reference Documents for the General Meeting of Shareholders or in theBusiness Report, Non-consolidated Financial Statements, or Consolidated Financial Statements, the revised
versions will be posted on the Company’s website.
The Company’s website: https://www.rikentechnos.co.jp/
Measures to prevent the spread of the COVID-19
We will take the following measures to prevent the spread of the COVID-19 at the 93rd Ordinary
General Meeting of Shareholders. We appreciate your understanding and cooperation.
・We encourage you to exercise your voting rights in writing or via the Internet, etc. in advance.
・For those who will attend the Meeting, the Company will set up a screening point at theentrance of the venue to measure body temperature. The Company may ask anyone with afever or other symptoms to leave the venue.
・We will significantly reduce seating capacity in an effort to secure more distance between
attendees.
・We will not distribute souvenirs, and will not hold a get-together for shareholders after the
Meeting.
For the latest information, please refer to the Company’s website: https://www.rikentechnos.co.jp/-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The management of the Company has been positioning the distribution of profits to our shareholders
through increased corporate value in the mid- to long-term as one of the most important management issues
and makes it a basic policy to ensure a steady stream of dividends while considering future business investment,enhancement of shareholders’ equity, and other factors, with an aim at a consolidated dividend payout ratio of
30% or more.
Based on the above-mentioned policy, we hereby propose paying a year-end ordinary dividend of ¥10 per
share for the 93rd fiscal year (from April 1, 2021 to March 31, 2022), as well as a commemorative dividendof ¥1 per share in recognition of the support of our shareholders on the occasion of our 70th anniversary on
March 30, 2021, making the total dividend ¥11 per share.
(1) Type of dividend properties
Cash(2) Allocation of dividend properties to shareholders and total amount thereof¥11.00 per share of common stock of the Company (total of the ordinary dividend of ¥10 andcommemorative dividend of ¥1)
Total amount of dividends: ¥705,250,403
The annual dividend for the current fiscal year, including the interim dividend, will be ¥19.00 per share.
(3) Effective date of distribution of surplus
June 20, 2022

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 13, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 13, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the disclosure of the reference documents for the general meeting of shareholders,etc. on the Internet (Article 13 of the current Articles of Incorporation) will become unnecessary and will
therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established, and the articles and provisions shall be reorganized.
2. Details of amendments
The details of the amendments are as follows.
Amendments to the Articles of Incorporation under this Proposal shall take effect at the conclusion of thisOrdinary General Meeting of Shareholders.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Disclosure of Reference Documents for the General
Meeting of Shareholders, etc. on the Internet)
Article 13 The Company may, when convening ageneral meeting of shareholders, disclose
information to shareholders pertaining tomatters to be described or indicated in
the reference documents for the general
meeting of shareholders, business report,
non-consolidated financial statements,
and consolidated financial statements
through the Internet in accordance withthe provisions provided in the Ordinanceof the Ministry of Justice.
<Newly established><Deleted>(Measures for Electronic Provision, etc.)
Article 13 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to
be sent to shareholders who haverequested it by the record date for voting
rights.

(Supplementary Provisions)(Supplementary Provisions)(Transitional Measures Pertaining to Exemption
from Liability for Outside Corporate Auditor)<Provisions omitted>(Transitional Measures Pertaining to Exemption
from Liability for Outside Corporate Auditor)
Article 1< Unchanged>-4-

<Newly established>(Transitional Measures Pertaining to Disclosure ofReference Documents for the General Meeting of
Shareholders, etc. on the Internet)
Article 2 The deletion of Article 13 (Disclosure ofReference Documents for the General
Meeting of Shareholders, etc. on theInternet) of the current Articles ofIncorporation and establishment of the
proposed Article 13 (Measures forElectronic Provision, etc.) shall comeinto effect on September 1, 2022 (the“Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 13 of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held on adate within six months from the Effective
Date.
3. Article 2 of these supplementaryprovisions shall be deleted after the lapseof six months from the Effective Date or
the lapse of three months from the dateof the general meeting of shareholders
set forth in the preceding paragraph,
whichever is later.

-5-

Proposal 3:

Election of 4 Directors (Excluding Directors serving as Audit & Supervisory
Committee Members)

Mr. Taisaburo Kitaide, Director (excluding Directors serving as Audit & Supervisory Committee Members;
the same shall apply hereinafter in this Proposal) resigned as of March 31, 2022. In addition, the terms ofoffice of all other 4 Directors 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 93rd 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

17/17 times(100%)

Male

Representative Director, Senior
Managing Executive Officer
Senior General Manager, AdministrativeDiv.; Senior General Manager,
Corporate Planning Div.

17/17 times(100%)

2

Reappointment

3

Reappointment Gakuyuki Kajiyama

Male

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

17/17 times(100%)

4

Reappointment

Male

Director, Senior Executive Officer
Senior General Manager, TechnicalDiv.; General Manager, R&D Center

17/17 times(100%)

Junji Irie

Hitoshi Sugino

-6-

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
50,600CORPORATION[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 mid-term business plan by making use of the Company’s
global network and played a leading role in the Group’s management as Representative Director, President & 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 mid-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
Junji Irie
Planning Div.; General Manager, General Affairs Dept.
(July 27, 1958)
April 2017
Director, Managing Executive Officer; Senior General Manager,
43,600Administrative Div.; General Manager, General Affairs Dept.
[Reappointment]
October 2017
Director, Managing Executive Officer; Senior General Manager,
Administrative Div.
April 2019
Director, Senior Managing Executive Officer; Senior General
Manager, Administrative Div.; Senior General Manager,
Corporate Planning Div.
April 2020
Director, Senior Managing Executive Officer; Senior General
Manager, Administrative Div.
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. (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

-7-

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
31,000[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 mid-term business plan. He has worked tostrengthen a global sales structure at the sales & marketing department since April 2019. The Company nominated him as a
candidate for Director because we believe that he will continue to contribute to enhancing the global group management
and producing the synergy effect.
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.;
Hitoshi Sugino
General Manager, R&D Center(April 16, 1960)
April 2020
Executive Officer; Senior General Manager, Technical Div.;
9,200
Responsible for Manufacturing Div.; General Manager, R&D[Reappointment]
CenterJune 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 (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.

-8-

(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.

-9-

Proposal 4:

Election of 5 Directors serving as Audit & Supervisory Committee Members

The terms of office of all 4 Directors serving as Audit & Supervisory Committee Members will expire at
the conclusion of this meeting. Accordingly, in order to further strengthen and enhance the audit andsupervisory functions for the Group’s governance structure, we hereby propose the addition of 1 Director andelection of 5 Directors serving as Audit & Supervisory Committee Members.
The Audit & Supervisory Committee previously has given its approval to this proposal.
The candidates for Directors serving as Audit & Supervisory Committee Members are as follows:No.

Attendance at the
Audit &
Supervisory
Committee

Name

GenderAttendance at theCurrent positions andBoard of Directors
responsibilities in the Company
meetings

Masato Koizumi

Male

Director
Full-time Audit & Supervisory
Committee Member

17/17 times(100%)

14/14 times(100%)

1

Reappointment

2

Reappointment Takayuki Hayakawa

Male

Outside Director
Audit & Supervisory
Committee Member

17/17 times(100%)

14/14 times(100%)

3

Reappointment Shigeharu Nakamura

Male

Outside Director
Audit & Supervisory
Committee Member

17/17 times(100%)

14/14 times(100%)

4

5

New
appointment

Newappointment

Shigeru Ehara

Male

-

-

-

Aogi Suemura

Female---- 10 -

No.

Name(Date of birth)

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

1

Number ofshares of theCompany held

Joined the Company
Office Manager, Legal Office
Office Manager, Corporate Planning Office
General Manager, Accounting Dept.
General Manager, Computer System Development Dept.
Office Manager, Operational Administration Office
Masato Koizumi
Executive Officer; Office Manager, Operational Administration(October 24, 1959)
17,100
OfficeJanuary 2017
Executive Officer; Office Manager, Operational Administration[Reappointment]
Office; General Manager, Computer System Development Dept.
April 2018
Assigned to Sales & Marketing Div.
June 2018
Director serving as Audit & Supervisory Committee Member (topresent)[Significant concurrent positions]
None[Reason for nomination as candidate for Director serving as Audit & Supervisory Committee Member]
Mr. Masato Koizumi has extensive work experience at the Company’s administrative department, corporate planningdepartment, and sales & marketing department. He also has significant insight into management derived from his
experience serving as the Company’s Executive Officer since April 2016. He has provided wide-ranging and objective
audits and advice to the management as a Director serving as Audit & Supervisory Committee Member since June 2018.
The Company nominated him as a candidate for Director serving as Audit & Supervisory Committee Member because webelieve that he will continue to contribute to the auditing and supervision of the Group’s management.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1972

2

Number ofshares of theCompany held

Joined The Taiyo Bank Limited (current Sumitomo Mitsui
Banking Corporation)
April 2006
Executive Officer, General Manager, East Japan the 3rd
Corporate Marketing Div.; Sumitomo Mitsui Banking
Corporation
April 2008
Executive Officer, General Manager, East Tokyo Corporate
Marketing Div. (Retired in April 2009)
May 2009
Senior Marketing Executive Officer, Ginsen Co., Ltd. (Retired
in May 2010)
Takayuki Hayakawa
June 2010
Representative Director & President, Yoei Holding Co., Ltd.
(February 16, 1954)(Retired in June 2017)
Representative Director & President, Yoei Co., Ltd. (Retired in[Reappointment]
12,700June 2017)[Outside Director]
June 2013
Outside Corporate Auditor, RIKEN TECHNOS[Independent
CORPORATION
Director]
June 2016
Outside Director serving as Audit & Supervisory Committee
Member (to present)
May 2017
Outside Director, TKP Corporation
June 2017
Outside Director, Toyo Kosan Co., Ltd. (Retired in June 2021)
May 2019
Corporate Auditor, TKP Corporation (to present)
June 2020
Outside Director, Kyoritsu Maintenance Co., Ltd. (to present)[Significant concurrent positions]
Corporate Auditor, TKP Corporation
Outside Director, Kyoritsu Maintenance Co., Ltd.
[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member andexpected roles]
Mr. Takayuki Hayakawa has considerable knowledge about finance and accounting and wide knowledge about corporate
management derived from his many years of experience working at leading commercial banks. He also has deep insight
into management derived from his experience as a corporate executive at each company. He has provided wide-ranging andobjective audits and advice to the management as an Outside Corporate Auditor of the Company since June 2013 and as an
Outside Director serving as Audit & Supervisory Committee Member since June 2016. The Company nominated him as a
candidate for Outside Director serving as Audit & Supervisory Committee Member because we believe that he willcontinue to contribute to the auditing and supervision of the Group’s management.

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1976

3

Number ofshares of theCompany held

Joined the Saitama Bank, Ltd. (current Saitama Resona Bank,
Limited)June 2005
Managing Executive Officer in charge of Finance Div., Resona
Bank, Limited
June 2006
Director, Senior Managing Executive Officer in charge ofFinance Div. and in charge of Corporate Governance Office
June 2008
Representative Director, Vice President & Executive Officer incharge of Human Resources Division and in charge ofCorporate Governance Secretariat (Retired in March 2012)
Shigeharu
April 2012
Representative Director & President, Resona Research InstituteNakamuraCo., Ltd.
(September 17, 1953) June 2013
Outside Auditor, TOYO KANETSU K.K.
April 2014
Advisor, Resona Research Institute Co., Ltd. (Retired in June
5,600
[Reappointment]
2014)[Outside Director] June 2014
Auditor, F-TECH INC. (Scheduled to retire in June 2022)[Independent
Outside Corporate Auditor, RIKEN TECHNOS
Director]
CORPORATION
June 2015
Outside Director (Audit and Supervisory Committee Member),
TOYO KANETSU K.K. (to present)
June 2016
Outside Director serving as Audit & Supervisory Committee
Member, RIKEN TECHNOS CORPORATION (to present)
June 2018
External Director, The Shoko Chukin Bank, Ltd. (to present)[Significant concurrent positions]
Outside Director (Audit and Supervisory Committee Member), TOYO KANETSU
K.K.
External Director, The Shoko Chukin Bank, Ltd.
[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member andexpected roles]
Mr. Shigeharu Nakamura has many years of experience as an officer responsible for risk management and corporate
governance at leading commercial banks, as well as deep insight into management derived from his experience as acorporate executive at each company. He has provided wide-ranging and objective audits and advice to the management as
an Outside Corporate Auditor of the Company from June 2014 and as an Outside Director serving as Audit & Supervisory
Committee Member from June 2016. The Company nominated him as a candidate for Outside Director serving as Audit &Supervisory Committee Member because we believe that he will continue to contribute to the auditing and supervision of
the Group’s management.

- 13 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1981
April 2011

4

Number ofshares of theCompany held

Joined The Yasuda Fire & Marine Insurance Co., Ltd.
Executive Officer, General Manager, Commercial Risk
Solutions Department, Sompo Japan Insurance Inc.
April 2013
Director, Managing Executive Officer, Sompo Japan Insurance
Inc.
Managing Executive Officer, NIPPONKOA Insurance
Company, Limited
Executive Officer, NKSJ Holdings, Inc.
June 2013
Director, Executive Officer, NKSJ Holdings, Inc.
September 2014 Director, Managing Executive Officer, Sompo Japan Nipponkoa
Insurance Inc.
Director, Managing Executive Officer, Sompo Japan Nipponkoa
Holdings, Inc.
Shigeru Ehara
Director, Senior Managing Executive Officer, Sompo Japan
April 2016
Nipponkoa Insurance Inc.
(December 18, 1958)
Director, Senior Managing Executive Officer, Sompo Japan
Nipponkoa Holdings, Inc.
[New appointment]0[Outside Director] November 2016 Representative Director, Senior Managing Executive Officer,
Sompo Holdings, Inc.
[Independent
April 2017
CEO, Overseas Insurance and Reinsurance Business,
Director]
Representative Director, Senior Managing Executive Officer
April 2018
Deputy President and Senior Executive Officer, Sompo Japan
Nipponkoa Insurance Inc. (Retired in June 2018)
Director, Deputy President and Senior Executive Officer,
Sompo Holdings, Inc. (Retired in June 2018)
June 2018
Executive Director, General Insurance Rating Organization ofJapan (Scheduled to retire in June 2022)(Notes) 1. The Yasuda Fire & Marine Insurance Co., Ltd., Sompo Japan InsuranceInc., NIPPONKOA Insurance Company, Limited, and Sompo Japan
Nipponkoa Insurance Inc. are currently named as Sompo Japan InsuranceInc.
2. NKSJ Holdings, Inc. and Sompo Japan Nipponkoa Holdings Inc. arecurrently named as Sompo Holdings, Inc.
[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member andexpected roles]
Mr. Shigeru Ehara has deep insight into management derived from his involvement in companies in various types ofbusinesses and industries through his experience working in a casualty insurance companies and working as a corporate
executive. He also has considerable knowledge in global corporate management through his extensive overseas work
experience. The Company nominated him as a candidate for Outside Director serving as Audit & Supervisory Committee
Member because we believe that he will contribute to the auditing and supervision of the Group’s management as Outside
Director going forward by taking advantage of these knowledge and experience.

- 14 -

No.

5

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

October 1992
Joined Asahi Shinwa & Co. (currently KPMG AZSA LLC)
April 1996
Registered as certified public accountant
Aogi Suemura
August 1999
Joined GOLDCREST Co., Ltd.
(December 10, 1959) January 2002
Joined Sumitomo Shoji Financial Management Co., Ltd.
November 2004 Joined Deloitte Touche Tohmatsu (currently Deloitte Touche[New appointment]0
Tohmatsu LLC)
[Outside Director] June 2008
Partner[Independent
January 2022
Established Aogi Suemura Certified Public Accountant Firm (toDirector]present)[Significant concurrent positions]
None[Reason for nomination as candidate for Outside Director serving as Audit & Supervisory Committee Member andexpected roles]
Ms. Aogi Suemura has engaged in operations such as supporting development of statutory audit/internal control systems forlisted companies as a 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 and experience incorporate accounting and management as a certified public accountant. The Company nominated her as a candidate for
Outside Director serving as Audit & Supervisory Committee Member because we believe that she will contribute to theauditing and supervision of the Group’s management as an Outside Director going forward from a woman’s perspective.
(Notes) 1. No special interests exist between any of the above candidates and the Company.
2. Matters concerning candidates for Outside Directors:(1) Mr. Takayuki Hayakawa, Mr. Shigeharu Nakamura, Mr. Shigeru Ehara, and Ms. Aogi Suemura are Outside
Directors serving as Audit & Supervisory Committee Members.
(2) Although Ms. Aogi Suemura has never been directly involved in corporate management, we judge that she iscapable of properly performing her duties as Outside Director serving as Audit & Supervisory Committee Member
based on the reason for nominating her as Outside Director serving as Audit & Supervisory Committee Member.
(3) Mr. Takayuki Hayakawa and Mr. Shigeharu Nakamura are currently Outside Directors serving as Audit &Supervisory Committee Members of the Company and their terms of office will be six years at the conclusion ofthis meeting.
(4) The Company has entered into agreements with Mr. Takayuki Hayakawa and Mr. Shigeharu Nakamura to limit
their liability for damages pursuant to Article 427, Paragraph 1 of the Companies Act. If their reelection is approved,
the Company will continue the said agreements with them. If Mr. Shigeru Ehara and Ms. Aogi Suemura are elected
as Outside Directors serving as Audit & Supervisory Committee Members, the Company plans to enter into alimited liability agreement with them. The maximum amount of liability under the said agreement is the minimum
liability amount stipulated by laws and regulations.
(5) The Company currently registers Mr. Takayuki Hayakawa and Mr. Shigeharu Nakamura as Independent Directors
stipulated by the Tokyo Stock Exchange. If their reelection is approved, the Company will continue to registerthem as Independent Directors. Also, if Mr. Shigeru Ehara and Ms. Aogi Suemura are elected as Outside Directors
serving as Audit & Supervisory Committee Members, the Company plans to register them as Independent
Directors stipulated by the Tokyo Stock Exchange.
3. 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.
Mr. Masato Koizumi, Mr. Takayuki Hayakawa, and Mr. Shigeharu Nakamura are included as insured parties in theinsurance agreement, and will continue to be included if this Proposal is approved. Mr. Shigeru Ehara and Ms. Aogi
Suemura are planned to be included as insured parties if this Proposal is approved.
The Company plans to renew the insurance agreement during their terms of office.

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Reference [Management structure after the proposal is approved]
If Proposals 3 and 4 are approved as originally proposed, the Company’s management structure will be as
follows:
Director

Name
Kazuaki Tokiwa[Reappointment]

Junji Irie

[Reappointment]

Gakuyuki Kajiyama[Reappointment]

Hitoshi Sugino[Reappointment]

Masato Koizumi[Reappointment]

Takayuki Hayakawa

Shigeharu Nakamura

Shigeru Ehara

Aogi Suemura[Reappointment][Outside][Independent][Reappointment][Outside][Independent][New appointment][Outside][Independent][New appointment][Outside][Independent]

Positions and Responsibility in the Company
Representative
Director, President& CEO
Representative
Senior General Manager, Administrative Div.
Director, Senior
Senior General Manager, Corporate PlanningManaging Executive
Div.
Officer
Director, Managing
Senior General Manager, Sales & Marketing Div.
Executive Officer
Director,
Senior General Manager, Technical Div.;
Senior Executive
General Manager, R&D Center
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

Executive Officer (Excluding those who do not concurrently serve as Directors)

Name

Positions and Responsibility in the Company

Michihisa Tasaka

Senior Executive
OfficerTakeshi Sugie

Executive Officer

Toshimi Yamanaka

Executive Officer

Tomozo Ogawa

Executive Officer

Hisashi Onozuka

Executive Officer

Fumitoshi Nakamura

Executive Officer- 16 -

Senior General Manager, Quality AssuranceDiv.
Senior General Manager, Procurement Div.;
General Manager, Logistics Dept.
President, RIKEN AMERICASCORPORATION;
President, RIKEN ELASTOMERSCORPORATION
Senior General Manager, Manufacturing Div.;
General Manager, Process Management Dept.
Deputy Senior General Manager, Sales &Marketing Div.; General Manager, Sales &Marketing Strategy Office; General Manager,
Film Business Unit
General Manager, Transportation Business Unit;
General Manager, Nagoya Sales OfficeReference [Skill 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/
GlobalFinance/
Human
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)

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○

○

○

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- 17 -

DX/IT○

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 (3) business years) in either of the Company or business partners (including their parent
company and significant subsidiaries) in the most recent (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 (3)business years) as of the last day of the most recent (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.

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