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 7, 2021
To our shareholders:
Kaoru Itoh
Chairman (CEO)Riken Corporation
8-1, Sanbancho, Chiyoda-ku, Tokyo

Notice of the 97th Ordinary General Meeting of Shareholders
We are pleased to announce the 97th Ordinary General Meeting of Shareholders of Riken Corporation (the“Company”), which will be held as described below.
Although we will hold the Meeting upon implementation of proper infection prevention measures toprevent the spread of the novel coronavirus (COVID-19) infections, we urgently request that ourshareholders refrain from attending the Meeting to the extent possible, irrespective of their individual
health condition, and instead exercise their voting rights in writing (via postal mail) or via the Internet,
etc.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights by the method of exercising voting rights no later than 5:30 p.m., Thursday, June 24,
2021 (Japan Standard Time).
Meeting Details
1.
2.

Date and time:
Venue:

3.

Purposes of the Meeting:Items to be reported:

Friday, June 25, 2021 at 3:30 p.m. (Japan Standard Time)
Lecture Hall, 2F annex
The International House of Japan
5-11-16, Roppongi, Minato-ku, Tokyo

1. Business Report and Consolidated Financial Statements for the 97th
Term (from April 1, 2020 to March 31, 2021), as well as the results of
the audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 97th Term (from April
1, 2020 to March 31, 2021)
Items to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:
4.

Appropriation of surplus
Election of six (6) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Election of three (3) Directors who are Audit and Supervisory Committee
Members
Election of one (1) substitute Director who is an Audit and Supervisory
Committee Member

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-

5.

Internet Disclosure
The reference materials appended to this Notice do not include the documents listed below, as these
documents have been posted on the Company’s website (https://www.riken.co.jp/english/) pursuant tolaws and regulations and Article 15 of the Company’s Articles of Incorporation.
(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(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
Therefore, please note that these appended documents do not fully encompass the Consolidated Financial
Statements and Non-Consolidated Financial Statements that the Accounting Auditor audited when
preparing the Accounting Auditor Report; nor do they fully encompass the Business Report,
Consolidated Financial Statements, and Non-Consolidated Financial Statements that the Audit andSupervisory Committee audited when preparing its Audit Report.

1.

A summary of measures to prevent the spread of infection at the venue is stated on our website(https://www.riken.co.jp/english/). Please check it out.

2.

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

3.

When there are any revisions to the details of the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, and Non-Consolidated Financial
Statements, we will notify shareholders by posting on our website (https://www.riken.co.jp/english/).

4.

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.

-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 55 yen per
share.
The Company has already paid an interim dividend of 35 yen per share. Accordingly, theproposed annual dividend for the fiscal year under review amounts to 90 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 amount55 yen per common share of the Company
Total amount of dividends: 547,986,670 yen(3) Effective date of distribution of dividends of surplus
June 28, 2021

-3-

Proposal 2:

Election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The terms of office of all six (6) 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 proposes the election of six (6) Directors again.
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:

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 of
the 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 led theCompany’s operations. We have nominated him again forthe post of Director, believing his wide-ranging experienceand competence to be invaluable to the Company’s
management.
Attendance at the Board of Directors Meetings during
the fiscal year
19/19 (100%)-4-

Number of theCompany’s
shares owned

17,500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

2

3

Yasunori Maekawa(February 27, 1958)[Reelection]

Kouei Watanabe(November 19, 1958)[New election]

Number of theCompany’s
shares owned

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 of
the Company
Director, Senior Managing Executive
Officer of the Company
Representative Director, Senior Managing
Executive Officer of the Company
Representative Director, President (COO)of the Company (present position)

Reasons for nomination as candidate for Director
During his long years of service in the Company, Yasunori
Maekawa has been engaged in overseas sales, domestic
sales and overseas business and contributed to expansionof the global business of the Company, and since 2020, he
has steadily been working on management issues including
formulation of a new medium-term management plan as
COO. We have nominated him again for the post of
Director, believing his wide-ranging experience andcompetence to be invaluable to the Company’s
management.
Attendance at the Board of Directors Meetings during
the fiscal year
19/19 (100%)
April 1983
Joined the Company
October 2014 General Manager of Quality Assurance
Division of the Company
April 2017
Executive Officer, General Manager ofPiston Ring Division # 2 of the Company
April 2020
Managing Executive Officer, General
Manager of the Technology Management
Division of the Company
April 2021
Managing Executive Officer, General
Manager of Technology Management
Head Office of the Company (present
position)
Reasons for nomination as candidate for Director
During his long years of service in the Company, Kouei
Watanabe has led manufacturing operations, quality
assurance operations and technical management operations
for piston rings, one of the Company’s key products,
which has helped the Company increase profitability. We
have nominated him for the post of Director, believing his
wide-ranging experience and competence to be invaluable
to the Company’s management.

-5-

12,100

5,800

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
November
1989
June 2008
November
2011
November
2017
April 20184

Takashi Ohashi(September 7, 1958)[New election]

June 2018

April 2020

Number of theCompany’s
shares owned

Joined the Company
General Manager of Business Process
Reengineering Division of the Company
General Manager of Production
Management Division of the Company
General Manager of Information Systems
Division of the Company
Executive Officer, General Manager ofInformation Systems Division of theCompany
Executive Officer, General Manager ofRing Production Engineering Division of
the Company
Managing Executive Officer of theCompany (present position)

Reasons for nomination as candidate for Director
During his long years of service in the Company, Takashi
Ohashi has led production management, information
systems and production technology operations, which has
contributed to the reinforcement of management systems,
as the base for improvement of our profitability. We havenominated him for the post of Director, believing his wideranging experience and competence to be invaluable to theCompany’s management.

-6-

7,500

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

5

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 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 Governors ofGovernment Pension Investment Fund(resigned in March 2021)

Reasons for nomination as candidate for Outside
Director and outline of expected role
Eiji 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 post of
Outside Director because we expect that the Company’s
management will benefit from his in-depth expertise andglobal and extensive experience. In addition, if he isreelected, the Company would like him to continue to be amember of the voluntary Nomination and Compensation
Committee of the Company, and be involved in selectionof candidates for officer of the Company and decisions oncompensation for officers, etc., from an objective andneutral standpoint. He will have served as Outside Director
for six (6) years at the conclusion of this General Meetingof Shareholders.
Attendance at the Board of Directors Meetings during
the fiscal year
19/19 (100%)

-7-

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

June 20196

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

January 2021

Number of theCompany’s
shares owned

Joined the Ministry of International Tradeand Industry (currently the Ministry of
Economy, Trade and Industry)
Director-General of Research andStatistics Department of the Ministry of
Economy, Trade and Industry
Professor of Graduate School of
Innovation 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)
Outside Director of the Company (present
position)
Director of Intron Space Inc. (present
position)

Reasons for nomination as candidate for Outside
Director and outline of expected role
Koji Tanabe worked as a professor at the Tokyo Instituteof Technology after serving at the Ministry of Economy,
Trade and Industry for many years. We have nominatedhim again for the post of Outside Director because we
expect that the Company’s management will benefit fromin-depth expertise and extensive experience particularly ininnovation management. In addition, if he is reelected, theCompany would like him to continue to be a member ofthe voluntary Nomination and Compensation Committeeof the Company, and be involved in selection of candidates
for officer of the Company and decisions on compensationfor officers, etc., from an objective and neutral standpoint.
He will have served as Outside Director for two (2) years
at the conclusion of this General Meeting of Shareholders.

0

Attendance at the Board of Directors Meetings during
the fiscal year
19/19 (100%)(Notes)1. There is no special interest between each of the candidates and the Company.
2. Eiji Hirano and Koji Tanabe are candidates for Outside Director. In addition, both satisfy the requirements under“Standards for Judgment of Independence of Outside Directors” (page 17) provided by the Company.
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 continue to beregistered as independent officers.
4. In accordance with Article 427(1) of the Companies Act, the Company has entered into agreements with Eiji Hirano andKoji Tanabe 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 their reelection isapproved.

-8-

5. The Company has concluded a liability insurance contract for officers, etc. (D&O Insurance Contract) under Article 4303(1) of the Companies Act with an insurance company, with all the Directors including Directors who are Audit andSupervisory 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 theOutside Directors.
If election of candidates for Director is approved, they will be included in the insured under the insurance contract. The
Company plans to renew the insurance contract with the same terms at the next renewal in February 2022.

-9-

Proposal 3:

Election of three (3) Directors who are Audit and Supervisory Committee Members
The terms of office of all three (3) currently serving Directors who are Audit andSupervisory Committee Members will expire at the conclusion of this General Meeting of
Shareholders.
As such, the Company requests the election of three (3) Directors who are Audit andSupervisory Committee Members again.
Selection of candidates for Director who is an Audit and Supervisory Committee Member
has undergone deliberations by our voluntary Nomination and Compensation Committee, of
which a majority of members are independent Outside Directors.
Moreover, the Audit and Supervisory Committee has given its consent to this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as
follows:No.

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1980
June 2007
October 2009

October 2010

June 2016

April 2019
June 20191

Akira Kunimoto(October 17, 1955)[Reelection]

Number of theCompany’s
shares owned

Joined the Company
Director of the Company and Director,
President of Allied Ring Corporation
Director, General Manager of Ring
Products Technological Development
Division of the Company
Director, General Manager ofTechnologies Administration Division of
the Company
Executive Officer, Chairman ofTechnologies Committee and General
Manager of Technologies Administration
Division of the Company
Advisor to the Company
Director who is an Audit and Supervisory
Committee Member (present position)

Reasons for nomination as candidate for Director who
is Audit and Supervisory Committee Member
Akira Kunimoto has led the Company’s technicalmanagement operation for many years and contributed to
management of the Company’s research anddevelopment/capital investments and building of astructure for technical development. He also has trackrecords in management of overseas group companies. We
have nominated him for the post of Director who is an
Audit and Supervisory Committee Member continuously,
because we believe that the Company’s audits will benefit
from his in-depth specialist knowledge and experience.
Attendance at Audit and Supervisory Committee
Meetings during the fiscal year
13/13 (100%)
Attendance at the Board of Directors Meetings during
the fiscal year
19/19 (100%)- 10 -

5,700

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1976
June 2010
August 2011
July 2012
October 2012

June 2013
March 2015
June 2015

October 2017

June 2018
June 20192

Shuji Iwamura(September 16,
1949)[Reelection][Outside][Independent]

January 2020
April 2021

Appointed as public prosecutor
Superintending Prosecutor, Sendai High
Public Prosecutors Office
Superintending Prosecutor, Nagoya High
Public Prosecutors Office
Resigned from office
Registered as Attorney-at-Law
Advisor to Nagashima Ohno &Tsunematsu
Outside Corporate Auditor of theCompany
Outside Auditor of CANONELECTRONICS INC. (present position)
Outside Audit & Supervisory Board
Member of The Hokkaido Bank, Ltd.
(present position)
Governor and Auditor of the Board ofGovernors of Government Pension
Investment Fund (present position)
Outside Director of Hayashikane Sangyo
Co., Ltd. (present position)
Outside Director who is an Audit andSupervisory Committee Member of theCompany (present position)
Attorney in TOKYO FLEX LAWOFFICE LPC
Attorney at T&K Partners (present
position)

Reasons for nomination as candidate for Outside
Director who is Audit and Supervisory Committee
Member and outline of expected role
While Shuji Iwamura has not been involved in corporate
management aside from serving as an outside officer, wehave nominated him for the post of Outside Director who
is an Audit and Supervisory Committee Member
continuously, because we expect that the Company’s
audits will benefit from his knowledge and experience as apublic prosecutor and attorney and his experience as anauditor at other companies. In addition, if he is reelected,
the Company would like him to continue to be a memberof the voluntary Nomination and Compensation
Committee of the Company, and be involved in selectionof candidates for officer of the Company and decisions oncompensation for officers, etc., from an objective andneutral standpoint. He will have served as Outside
Director for two (2) years at the conclusion of this General
Meeting of Shareholders. In addition, he used to be an
Outside Corporate Auditor of the Company for six (6)years.

- 11 -

Number of theCompany’s
shares owned

0

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
Attendance at Audit and Supervisory Committee
Meetings during the fiscal year
13/13 (100%)
Attendance at the Board of Directors Meetings during
the fiscal year
18/19 (94.7%)- 12 -

Number of theCompany’s
shares owned

No.

Name
(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1981
April 2009

June 2011
June 2012
June 2015
June 2017
June 20193

Osamu Honda(March 4, 1958)[New election][Outside][Independent]

June 2021

Number of theCompany’s
shares owned

Joined The Industrial Bank of Japan,
Limited
Executive Officer of Mizuho Securities
Co., Ltd.
General Manager, Corporate PlanningGroup HR Division
Vice President and Director of Japan
Securities Agents, Ltd.
Director of Japan Information Processing
Service Co., Ltd.
Director, Senior Managing Executive
Officer of Securities Japan, Inc.
Representative Director and Senior
Managing Director of Nitchitsu Co., Ltd.
Representative Director and Vice
President of Nitchitsu Co., Ltd.
(scheduled to resign in June 2021)
Outside Auditor of Kurimoto Ltd.
(scheduled to assume the position)

Reasons for nomination as candidate for Outside
Director who is Audit and Supervisory Committee
Member and outline of expected role
We have nominated Osamu Honda for the post of Outside
Director who is an Audit and Supervisory Committee
Member because we expect that the Company’s audits
will benefit from his extensive experience and in-depth
specialist knowledge of financial matters based on his
many years of experience at financial institutions as wellas his experience in management at other companies.
In addition, if his election is approved, the Company
would like him to be a member of the voluntary
Nomination and Compensation Committee of theCompany, and be involved in selection of candidates forofficer of the Company and decisions on compensation for
officers, etc., from an objective and neutral standpoint.

0(Notes)1. There is no special interest between each of the candidates and the Company.
2. Shuji Iwamura and Osamu Honda are candidates for Outside Director. In addition, both satisfy the requirements under“Standards for Judgment of Independence of Outside Directors” (page 17) provided by the Company.
3. Mr. Honda was a business executor at Mizuho Bank, Ltd. until March 2002 and Mizuho Securities Co., Ltd. until June
2011. The Company and the two (2) companies conduct transactions; however, the transaction amount is less than 1% of
the respective consolidated sales of the Company and the two (2) companies, and the amount of borrowings from Mizuho
Bank, Ltd. does not exceed 2% of the consolidated assets of the Company.
Moreover, although Mizuho Bank, Ltd. is a shareholder in the Company, its shares are less than 10% of the total.
The Company determines that both of the above matters satisfy the requirements for “Standards for Judgment of
Independence of Outside Directors” (page 17), and will have no impact on independence as an Outside Director who is an
Audit and Supervisory Committee Member.
4. The Company has designated Shuji Iwamura as an independent officer according to the rules of the Tokyo Stock
Exchange, Inc., and has registered him with the said exchange. If he is elected, he will continue to be registered as anindependent officer. If Osamu Honda is elected, he will be newly registered as an independent officer.

- 13 -

5. In accordance with Article 427(1) of the Companies Act, the Company has entered into agreements with Akira Kunimotoand Shuji Iwamura 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 their reelection isapproved. If the election of Osamu Honda is approved, the Company plans to enter into the same limited liability
agreement with him.
6. The Company has concluded a liability insurance contract for officers, etc. (D&O Insurance Contract) under Article 4303(1) of the Companies Act with an insurance company, with all the Directors including Directors who are Audit andSupervisory 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 theOutside Directors.
If election of candidates for Director who is an Audit and Supervisory Committee Member is approved, they will be
included in the insured under the insurance contract.
The Company plans to renew the insurance contract with the same terms at the next renewal in February 2022.

- 14 -

Proposal 4:

Election of one (1) substitute Director who is an Audit and Supervisory Committee
Member
The Company requests election of one (1) substitute Director who is an Audit andSupervisory Committee Member in preparation for the case where the number of Directors
who are Audit and Supervisory Committee Members falls short of the number stipulated bylaws and regulations.
The substitute Director who is an Audit and Supervisory Committee Member will assume
office to fill a vacancy in the Audit and Supervisory Committee that would otherwise cause
the board to fall short of its legally mandated quorum. The term of office of the substitute
Director who is an Audit and Supervisory Committee Member will be for the remainder of theterm of office of the previous member whom they substitute.
Selection of candidates has undergone deliberations by our voluntary Nomination andCompensation Committee, of which a majority of members are independent Outside
Directors.
Moreover, the Audit and Supervisory Committee has given its consent to this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member
is as follows:

Name(Date of birth)

Career summary, position and responsibilities, andsignificant concurrent positions outside the Company
April 1969
June 2003
January 2007

June 2010
June 2013

Kazuhiro Mori
(October 7, 1946)[Outside]

June 2014
June 2018
December
2018

Number of theCompany’s
shares owned

Joined Hitachi, Ltd.
Executive Officer of Hitachi, Ltd.
Representative Executive Officer, Executive
Vice President and Executive Officer ofHitachi, Ltd.
Chairman of the Board, Outside Director of
Hitachi Capital Corporation
Chairman of the Board, Outside Board
Director of Hitachi High-Technologies
Corporation
Outside Director of Isuzu Motors Limited
Outside Director of Ricoh Co., Ltd. (present
position)
Director of Toyo University (present position)0

Reasons for nomination as candidate for substitute Outside
Director who is Audit and Supervisory Committee
Member and outline of expected role
We have nominated Kazuhiro Mori for the post of substituteOutside Director who is an Audit and Supervisory Committee
Member because we expect that the Company’s audits will
benefit from his extensive experience and wide-ranging
knowledge acquired from working at global companies.
(Notes)1. There is no special interest between the candidate and the Company.
2. Kazuhiro Mori is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member. The
Company has elected him as a substitute Outside Corporate Auditor since the 92nd Ordinary General Meeting of
Shareholders held on June 24, 2016, and as a substitute Outside Director who is an Audit and Supervisory Committee
Member since the 95th Ordinary General Meeting of Shareholders held on June 21, 2019.

- 15 -

3. Kazuhiro Mori was a business executor at Hitachi, Ltd. until March 2013 and was an Outside Director of Isuzu Motors
Limited until June 2018, and is an Outside Director of Ricoh Co., Ltd. at present. The Company and the three (3)companies, Hitachi, Ltd., Isuzu Motors Limited and Ricoh Co., Ltd., conduct transactions respectively, such as productsales, etc.; however, the transaction amounts are minor, being less than 1% of the respective consolidated sales of theCompany and the three (3) companies. Moreover, although Hitachi Metals Trading, Ltd., which belongs to the HitachiGroup, is a shareholder of the Company, its shares are less than 10% of the total.
The Company determines that both of the above matters satisfy the requirements for “Standards for Judgment of
Independence of Outside Directors” (page 17), and will have no impact on independence as an Outside Director who is an
Audit and Supervisory Committee Member.
4. If Kazuhiro Mori assumes the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany will enter into an agreement with him limiting his liability for damages to the extent stipulated in legislation
under Article 427(1) of the Companies Act.
5. The Company has concluded a liability insurance contract for officers, etc. (D&O Insurance Contract) under Article 4303(1) of the Companies Act with an insurance company, with all the Directors including Directors who are Audit andSupervisory 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 theOutside Directors.
If Kazuhiro Mori assumes the office of Outside Director who is an Audit and Supervisory Committee Member, he will be
included in the insured under the insurance contract.

- 16 -

(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, executive officers, operating officers, and otherequivalent persons and employees; the same shall apply hereinafter), or persons who used to be businessexecutors 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 actual borrowing balance(after offsetting deposits) exceeds 2% of the Company’s consolidated total assets at the end of the mostrecent three (3) fiscal years of 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) 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) business years- 17 -

(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 Committee
Members)” and Proposal 3 “Election of three (3) Directors who are Audit and Supervisory Committee Members”
are approved and adopted in their original forms, officers of the Company after the conclusion of this Meeting
will be as follows.
Position in the
Company
Representative Director,
Chairman

Responsibilities and significant concurrent
positions outside the Company

Name
Kaoru Itoh

Chairman of the Board of Directors, CEO
COO, General Manager of Corporate
Management Head Office, General Manager ofSales Head Office, General Manager of Digital
Transformation (DX) Promotion Division
Managing Executive Officer, CTO (Chief
Technical Officer), General Manager ofTechnology Management Head Office, in chargeof Quality Assurance, Precision Components
Business, Thermal Engineering Business, and
EMC Business
Managing Executive Officer, in charge ofInformation (IT), Global Procurement,
Engineered Plastic Products Business, Casting
Business, Marine and Industrial Business, andCamshaft Business, General Manager ofKashiwazaki Office

Representative Director,
President

Yasunori Maekawa

Director

Kouei Watanabe

Director

Takashi Ohashi

Outside Director

Eiji Hirano

Director, Vice Chairman of MetLife, Inc.
Outside Director of NTT DATA Corporation

Outside Director

Koji Tanabe

Director of the Japan Asia Group Limited
Specially-Appointed Professor of School ofEnvironment and Society of Tokyo Institute ofTechnology
Director of Intron Space Inc.

Director (Full-Time
Audit and Supervisory
Committee Member)

Akira Kunimoto

Outside Director (Audit
and Supervisory
Committee Member)

Shuji Iwamura

Outside Auditor of CANON ELECTRONICS
INC.
Outside Corporate Auditor of The HokkaidoBank, Ltd.
Governor and Auditor of the Board of Governorsof Government Pension Investment Fund
Outside Director of Hayashikane Sangyo Co.,Ltd.
Attorney at T&K Partners

Outside Director (Audit
and Supervisory
Committee Member)

Osamu Honda

Outside Auditor of Kurimoto Ltd.

(Note) Kouei Watanabe will assume office as CTO (Chief Technical Officer) on June 25, 2021.

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