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 forthis translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities identification code: 6462)
June 4, 2020
To our shareholders:
Kaoru Itoh
Chairman (CEO)Riken Corporation
8-1, Sanbancho, Chiyoda-ku, Tokyo

Notice of the 96th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 96th Ordinary General Meeting of Shareholders of Riken Corporation (the“Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or
via the Internet. Please review the attached Reference Documents for the General Meeting ofShareholders, and exercise your voting rights no later than 5:30 p.m., Thursday, June 25, 2020 (JapanStandard Time).
Meeting Details
1.
2.

Date and time:
Venue:

3.

Purposes of the Meeting:Items to be reported:

Friday, June 26, 2020 at 3:00 p.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 96thTerm (from April 1, 2019 to March 31, 2020), as well as the results ofaudit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Board
2. Non-Consolidated Financial Statements for the 96th Term (from April1, 2019 to March 31, 2020)
With regard to the treatment of items to be reported, please refer to“With Regard to Holding the Adjourned Meeting of the 96th Ordinary
General Meeting of Shareholders” on page 2.
Items to be resolved:
Proposal 1:
Proposal 2:
4.

Appropriation of surplus
Election of six (6) Directors (excluding Directors who are Audit andSupervisory Committee Members)

Exercising Voting Rights
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.

-1-With Regard to Holding the Adjourned Meeting ofthe 96th Ordinary General Meeting of Shareholders
Of the items on the agenda of the 96th Ordinary General Meeting of Shareholders (hereinafter, “this Meeting”),“1. Business Report and Consolidated Financial Statements for the 96th Term (from April 1, 2019 to March 31,2020), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and theAudit and Supervisory Board” and “2. Non-Consolidated Financial Statements for the 96th Term (from April 1,2019 to March 31, 2020)” were due to be reported to shareholders at this Meeting, after prescribed procedures
such as accounting settlement procedures and the receipt of the audit report from the accounting auditor(hereinafter “accounting settlement-related procedures”) have been completed.
However, as announced in “Notice concerning the Scheduled Date of Results Announcement for the Year
Ended March 31, 2020” (Japanese only) on May 13, 2020, due to the impact of lockdowns and other measures
implemented in response to the spread of novel coronavirus (COVID-19) infections, account settlement
operations at the Company’s Chinese subsidiary and at its equity-method affiliate in India are behind schedule,
and the processing of the consolidated accounts of the Company has been delayed.
In conjunction with this, the Company intends to propose to the shareholders at this Meeting that, as soon as it
has completed the required procedures, such as receiving the audit report from the accounting auditor, theCompany hold an adjourned meeting of this Meeting (hereinafter, the “Adjourned Meeting”) and report the items
to be reported for the 96th Term, and that decisions regarding the date, time and venue of the Adjourned Meetingbe left to the Chairman (hereinafter, the “Proposal”).
If the Proposal is approved at this Meeting, the Company intends to send a separate notice of the Adjourned
Meeting to shareholders, and to subsequently hold the Adjourned Meeting.
In addition, the business report, consolidated financial statements, non-consolidated financial statements, audit
report of the accounting auditor, and the audit report of the Audit and Supervisory Board for the 96th term
(hereinafter, “provided documents”) will be provided to shareholders in the form of attachments to the notice of
the Adjourned Meeting. Accordingly, please be aware that the provided documents have not been attached to thenotice of this Meeting.
Because the Adjourned Meeting is a part of this Meeting, shareholders who are eligible to attend theAdjourned Meeting will be the same shareholders who are able to exercise their voting rights at this Meeting.
We offer our sincerest apologies for the inconvenience and concern caused to all our shareholders.

-2-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 forthis translation or for direct, indirect or any other forms of damages arising from the translation.

Reference Documents for the General Meeting of Shareholders
Proposals and Notes
Proposal 1:

Appropriation of surplus
The Company aims to deliver stable shareholder returns while considering the Company’s
current performance as well as the future business climate and prospects for businessdevelopment.
According to the policy, the Company proposes as a term-end dividend to pay 70 yen pershare.
The Company has already paid an interim dividend of 70 yen per share. Accordingly, theproposed annual dividend for the fiscal year under review amounts to 140 yen per share.
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
70 yen per common share of the Company
Total amount of dividends: 694,213,240 yen(3) Effective date of distribution of dividends of surplus
June 29, 2020-3-

Proposal 2:

Election of six (6) Directors (excluding Directors who are Audit and Supervisory CommitteeMembers)
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 (including the Adjourned Meeting).
Directors Kazuyoshi Takaki and Yutaka Sato will retire at the recess of this Meeting (afterthe deliberation on June 26) on the condition that the holding of the Adjourned Meeting isapproved and adopted at this Meeting.
As such, the Company proposes to revise the management structure to reduce the numberof Directors by two (2), and requests the election of six (6) Directors.
In relation to this proposal, the Audit and Supervisory Board of the Company has
determined that all candidates for Director are suitable for these roles.
The candidates for Director are as follows:No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1976
April 2005
March 2008
May 2012
June 2012
June 2013

June 2015
1

Kaoru Itoh
(April 9, 1953)[Reelection]

April 2018
April 2020

Joined the Industrial Bank of Japan,
LimitedManaging Executive Officer of Mizuho
Bank, Ltd.
President and CEO of Mizuho ResearchInstitute Ltd.
Advisor of the Company
Managing Director of the Company
Senior Managing Director, Chairman ofthe Corporate Strategy Committee of theCompany
Representative Director, President(COO) of the Company
Representative Director, President (CEO& COO) of the Company
Representative Director, Chairman(CEO) of the Company (present position)

Reasons for nomination as candidate for Director
As CEO and COO, Kaoru Itoh has successfully
managed the Company’s operations. We have nominatedhim again for the post of Director, believing his wideranging experience and competence to be invaluable tothe Company’s management.
Attendance at the Board of Directors Meetings
during the fiscal year
17/17 (100%)-4-

Number of theCompany’s
shares owned

11,000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 20192Yasunori Maekawa(February 27, 1958)[Reelection]

April 2020

Joined the Company
General Manager of Nagoya Sales
Division of the Company
Director, Chairman of Overseas
Committee of the Company
Director of the Company
Managing Director of the Company
Director, Managing Executive Officer ofthe Company
Director, Senior Managing Executive
Officer of the Company
Representative Director, Senior
Managing Executive Officer of theCompany
Representative Director, President(COO) of the Company (presentposition)

Number of theCompany’s
shares owned

6,000

Reasons for nomination as candidate for Director
During his long years of service in the Company,
Yasunori Maekawa has engaged in overseas sales,
domestic sales and overseas business, which has helped
our group expand globally. We have nominated him
again for the post of Director, believing his wide-ranging
experience and competence to be invaluable to theCompany’s management.

3Donald E. McNulty(October 11, 1952)[Reelection]

Attendance at the Board of Directors Meetings
during the fiscal year
17/17 (100%)
June 1983
Joined Riken Metal Products Corporation
October
Director, Vice President of Riken of1995
America Inc.
January
Director, President of Riken of America
2003
Inc.
June 2011
Director of the Company
May 2016
Director, Managing Executive Officer ofthe Company
June 2018
Director of the Company (presentposition)
June 2018
Chairman of Riken of America Inc.
(present position)
Reasons for nomination as candidate for Director
During his long years of service in the Company,
Donald E. McNulty has achieved the Company’sbusiness success in the America/Europe region, which
has helped our group expand globally. We havenominated him again for the post of Director, believing
his wide-ranging experience and competence to beinvaluable to the Company’s management.
Attendance at the Board of Directors Meetings
during the fiscal year
15/17 (88.2%)-5-400No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1981
November2004
June 2009
April 2011
June 2016
June 20174

Shigemasa Hayasaka(March 10, 1955)[Reelection]

Number of theCompany’s
shares owned

Joined the Company
General Manager of Kanagawa Sales
Division of the Company
Director, General Manager of Kanagawa
Sales Division of the Company
Director, General Manager of Sales Head
Office of the Company
Managing Executive Officer of theCompany
Director, Managing Executive Officer ofthe Company (present position)

Reasons for nomination as candidate for Director
In managing the Company’s sales operations, Shigemasa
Hayasaka has helped to strengthen its marketing power
and to expand sales. We have nominated him again forthe post of Director, believing his wide-ranging
experience and competence to be invaluable to theCompany’s management.

7,400

Attendance at the Board of Directors Meetings
during the fiscal year

17/17 (100%)
April 1973
May 1999
June 2002
June 2006
May 2015
June 2015
June 2016

5Eiji Hirano(September 15,1950)[Reelection][Outside][Independent]

September
2017
October2017

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 the Company(present position)
Outside Director of NTT DATA
Corporation (present position)
Director, Vice Chairman of MetLife, Inc.
(present position)
Chairperson of the Board of Governorsof Government Pension Investment Fund(present position)

Reasons for nomination as candidate for Outside
DirectorEiji Hirano held a top post in the Bank of Japan andsubsequently held executive posts in a number ofcompanies. We have nominated him again for the postof Outside Director because we believe that theCompany’s management will benefit from his in-depth
expertise and global and extensive experience. He will
have served as Outside Director for five (5) years at theconclusion of this General Meeting of Shareholders.
Attendance at the Board of Directors Meetings
during the fiscal year
15/17 (88.2%)

-6-0

No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1975

July 2002

April 2005

February
2012
April 2017

6Koji Tanabe(February 1, 1952)[Reelection][Outside][Independent]

June 2019

Number of theCompany’s
shares owned

Joined the Ministry of International
Trade and Industry (currently theMinistry of Economy, Trade andIndustry)
Director-General of Research andStatistics Department of the Ministry ofEconomy, Trade and Industry
Professor of Graduate School ofInnovation Management of Tokyo
Institute of Technology
Director of the Japan Asia Group
Limited (present position)
Professor Emeritus of Tokyo Institute ofTechnology
Specially-Appointed Professor of Schoolof Environment and Society of Tokyo
Institute of Technology (present position)
Corporate Auditor of Shimazaki Denki
Corporation (present position)
Outside Director of the Company(present position)0

Reasons for nomination as candidate for Outside
Director
While Koji Tanabe has not been involved in corporate
management aside from serving as an outside officer, heworked as a professor at the Tokyo Institute ofTechnology after serving at the Ministry of Economy,
Trade and Industry for many years. We have nominatedhim again for the post of Outside Director because webelieve that the Company’s management will benefit
from in-depth expertise and extensive experience
particularly in innovation management. He will have
served as Outside Director for One (1) year at theconclusion of this General Meeting of Shareholders.
Attendance at the Board of Directors Meetings
during the fiscal year
12/13 (92.3%)(Notes)1. There is no special interest between any of the candidates and the Company.
2. Eiji Hirano and Koji Tanabe are candidates for Outside Director.
3. The Company has designated Eiji Hirano and Koji Tanabe as independent officers according to the rules of the Tokyo
Stock Exchange, Inc., and has registered them with the said exchange. If they are reelected, they will be registered again asindependent officers.
4. The Company has entered into agreements with Eiji Hirano and Koji Tanabe limiting their liability for damages to theextent stipulated in legislation. The Company intends to continue these agreements if their reelection is approved.

-7-(Reference) List of Officers After the Conclusion of this Meeting
If Proposal 2 “Election of six (6) Directors (excluding Directors who are Audit and Supervisory CommitteeMembers)” is approved and adopted in its original form, officers of the Company after the conclusion of thisMeeting will be as follows.
Position in theCompany
Representative Director,
Chairman

Responsibilities and significant concurrent
positions outside the Company

Name

Chairman of the Board of Directors, CEO

Kaoru Itoh

Representative Director,
President

Yasunori Maekawa

COO, General Manager of Corporate
Management Head Office, General Manager ofSales Head OfficeDirector

Donald E. McNulty

Chairman of Riken of America Inc.

Director

Shigemasa Hayasaka

Outside Director

Eiji Hirano

Outside Director

Koji Tanabe

Outside Director

Hidemi Hiroi

Full-Time Audit and Supervisory Committee
MemberDirector

Akira Kunimoto

Full-Time Audit and Supervisory Committee
MemberShuji Iwamura

Audit and Supervisory Committee Member
Attorney in TOKYO FLEX LAW OFFICE LPC
Outside Auditor of CANON ELECTRONICSINC.
Outside Audit & Supervisory Board Member of
The Hokkaido Bank, Ltd.
Governor and Auditor of the Board of Governorsof Government Pension Investment Fund
Outside Director of Hayashikane Sangyo Co.,Ltd.

Outside Director-8-

In charge of Precision Components Business,
Piping Business, Thermal Engineering Business,
EMC Business, and Kanagawa SalesDirector, Vice Chairman of MetLife, Inc.
Outside Director of NTT DATA Corporation
Chairperson of the Board of Governors ofGovernment Pension Investment FundDirector of the Japan Asia Group Limited
Specially-Appointed Professor of School ofEnvironment and Society of Tokyo Institute ofTechnology
Corporate Auditor of Shimazaki Denki
Corporation