Tokai Rika : Notice of the 77th Ordinary General Meeting of Shareholders

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 other forms of damages arising from the translation.

Securities Code: 6995 May 27, 2024 (Electronic provision of Information starts on: May 17, 2024)

Dear Shareholders:

Hiroyoshi Ninoyu, President

TOKAI RIKA CO., LTD.

3-260 Toyota, Oguchi-cho,Niwa-gun, Aichi, Japan

Notice of the 77th Ordinary General Meeting of Shareholders

You are cordially invited to attend the 77th Ordinary General Meeting of Shareholders of TOKAI RIKA CO., LTD. (the "Company"), which will be held as indicated below.

In convening this General Meeting of Shareholders, the information contained in the Reference Documents for the General Meeting of Shareholders (matters to be provided electronically) has been made available electronically and is posted online on the following websites. We kindly request that you visit these websites to review the information.

Company Website

https://www.tokai-rika.co.jp/investors/soukai(in Japanese)

Websites for posting materials related to the General Meeting of Shareholders

https://d.sokai.jp/6995/teiji/(in Japanese)

TSE Website (Tokyo Stock Exchange Listed Company Search)

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(in Japanese)

Access the TSE Website above and enter either the company name (TOKAI RIKA) or the securities code (6995) and press Search. Click "Basic information," and select "Documents for public inspection/PR information." Then check the [Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting] under "Filed information available for public inspection."

If you are unable to attend the meeting, you may exercise your voting rights in writing or by electronic means (the Internet, etc.). Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:20 p.m. on Wednesday, June 12, 2024 (Japan Time).

1. Date and Time: Thursday, June 13, 2024, at 10:00 a.m.
2. Venue: Head Office of the Company

3-260 Toyota, Oguchi-cho,Niwa-gun, Aichi, Japan

3. Meeting Agenda Reports

1. The Business Report, the Consolidated Financial Statements, and Non-Consolidated Financial Statements for the 77th fiscal year (from April 1, 2023 to March 31, 2024)
2. The results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board

Resolutions

Proposal No. 1 Election of Six (6) Directors

Proposal No. 2 Election of Two (2) Audit & Supervisory Board Members

Proposal No. 3 Election of One (1) Substitute Audit & Supervisory Board Member

Proposal No. 4 Payment of Bonuses to Directors

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• For this General Meeting of Shareholders, the Company will send a paper-based document of the matters to be provided electronically, regardless of whether such a request was made. Pursuant to provisions of laws and regulations and Article 17 of the Company's Articles of Incorporation, the Consolidated Statements of Changes in Equity, the Notes to Consolidated Financial Statements, the Non-Consolidated Statements of Change in Equity, and the Notes to Non-Consolidated Financial Statements will be omitted from the paper-based document sent to shareholders, and will instead be posted on the above-mentioned websites. As such, the Business Report, the Consolidated Financial Statements, and Non-Consolidated Financial Statements included in the paper-based document are part of the documents audited by the Accounting Auditor and the Audit & Supervisory Board in creating the audit report.
• If there are any amendments to the matters to be provided electronically, a notice of the amendments and the matters before and after the amendments will be posted on the above-mentioned websites.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Election of Six (6) Directors

At the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all six (6) currently serving Directors will expire. Therefore, the Company proposes the election of six (6) Directors.

Before submitting this proposal to this Ordinary General Meeting of Shareholders, the Nomination Committee, which is chaired by an Outside Director, has deliberated and reported on the matter.

The candidates for Director are as follows:

Candidate		Name		Current position
No.
1	Reelection	Hiroyoshi Ninoyu		Director, Member of the Board, President
2	Reelection	Masahiko Sato		Director, Member of the Board, Executive Vice
	President
3	New election	Katsuyuki Imaeda		Corporate Officer
4	Reelection	Kei Fujioka	Outside Director	Director, Member of the Board
Independent Director
5	Reelection	Minako Miyama	Outside Director	Director, Member of the Board
Independent Director
6	New election	Kazushi Ambe	Outside Director	-
Independent Director

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Candidate	Name		Career summary and position	Number of the
	Company's shares
No.	(Date of birth)
		owned
		Apr. 1984	Joined Toyota Motor Corporation
		Apr. 2017	Managing Officer
		Jan. 2020	Executive Vice President of the Company
	Hiroyoshi Ninoyu	June 2020	President (current position)
	[Reasons for the nomination as a candidate for Director]
1	(January 2, 1962)	Hiroyoshi Ninoyu has experience at Toyota Motor Corporation,	25,200 shares
	Reelection	having been engaged at overseas production divisions and
		production control divisions, and also in vehicle production
		plant management. Since June 2020, he has utilized his abundant
		experience and expertise to lead the management team as
		President of the Company. We request his election as Director.
		Apr. 1985	Joined the Company
		June 2009	General Manager of Sales Division I
		June 2013	Associate Director
		June 2016	Corporate Officer
		June 2018	Director, Member of the Board (retired in June
			2020)
	Masahiko Sato	Apr. 2023	Executive Vice President (current position)
	June 2023	Director, Member of the Board (current
2	(October 31, 1962)		position)	14,800 shares
	Reelection	[Reasons for the nomination as a candidate for Director]
		Masahiko Sato has worked in the Sales and Business Planning
		Divisions of the Company and has been involved in launching
		and running businesses overseas, having extensive experience
		and a track record in the Company's overall business. We
		request his election as Director to have his abundant experience,
		expertise and insight reflected in the management of the
		Company.
		Apr. 1990	Joined the Company
		June 2016	General Manager of Security Production
			Engineering Division, Security Business Group
		Apr. 2019	Corporate Officer
		Jan. 2020	Higher Senior Management
		Apr. 2021	Corporate Officer (current position)
		[Responsibility]
	Katsuyuki Imaeda	General Manager of Production Engineering Center, responsible
	for Carbon Neutral Promote Strategy Dept., responsible for
3	(June 26, 1966)	Bamboo⁺ Company	7,700 shares
	New election	[Reasons for the nomination as a candidate for Director]
		Katsuyuki Imaeda has extensive expertise and track record in
		manufacturing mainly in the Production Engineering Divisions
		of the Company. He has served as General Manager of
		Production Engineering Center since April 2021 and is
		responsible for leading the Production Engineering Divisions.
		We request his election as Director to have his abundant
		experience, expertise and insight reflected in the management of
		the Company.

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		Apr. 1977	Joined MITSUI-SOKO Co., Ltd.
		June 2012	President and CEO
		Oct. 2014	President and CEO of MITSUI-SOKO
			HOLDINGS Co., Ltd.
		June 2017	Outside Director, Member of the Board of the
			Company (current position)
		June 2017	Advisor of MITSUI-SOKO HOLDINGS Co.,
	Kei Fujioka		Ltd.
	June 2021	Retired as Advisor of MITSUI-SOKO
	(December 23, 1953)
		HOLDINGS Co., Ltd. (current position)
4	Reelection		100 shares
[Reasons for the nomination as a candidate for Outside Director
	Outside Director
	and expected role]
	Independent Director
	Kei Fujioka has abundant knowledge in corporate management
		and other areas and abundant experience in logistics at MITSUI-
		SOKO HOLDINGS Co., Ltd. We request his election as Outside
		Director as we expect that he will utilize his abundant
		experience, expertise and insight for management in general,
		primarily in logistics division, by supervising and providing
		advice concerning the execution of business of the Company
		from a professional perspective.
		Apr. 1986	Joined Dai Nippon Printing Co., Ltd.
		July 2014	General Manager of Recruiting and Training
			Dept.
		June 2018	Corporate Officer
		June 2021	Director (current position)
		June 2022	Outside Director, Member of the Board of the
	Minako Miyama		Company (current position)
	[Significant concurrent positions outside the Company]
	(January 15, 1962)
	Director of Dai Nippon Printing Co., Ltd.
5	Reelection	300 shares
[Reasons for the nomination as a candidate for Outside Director
	Outside Director
	and expected role]
	Independent Director
	In addition to her experience in the research and planning
		development divisions at Dai Nippon Printing Co., Ltd., Minako
		Miyama has a proven track record as a leader in human resource
		development and ensuring diversity. We request her election as
		Outside Director as we expect that she will provide advice on
		management reform from an objective and scientific viewpoint
		by utilizing her extensive experience, knowledge and insight.

- 5 -

		Apr. 1984	Joined Sony Corporation (currently Sony
			Group Corporation)
		Oct. 2001	VP of Sony Ericsson Mobile Communications
			AB
		Apr. 2006	SVP of Sony Corporation of America
		Nov. 2014	Corporate Executive and SVP of Sony
			Corporation
		June 2018	Executive Vice President and Corporate
			Executive Officer
		June 2020	Senior Executive Vice President and Corporate
	Kazushi Ambe		Executive Officer
	Apr. 2021	Senior Executive Vice President and Corporate
	(April 23, 1961)		Executive Officer of Sony Group Corporation
6	New election		(current position)	1,000 shares
	Outside Director	[Significant concurrent positions outside the Company]
	Independent Director	Senior Executive Vice President and Corporate Executive
		Officer of Sony Group Corporation
		[Reasons for the nomination as a candidate for Outside Director
		and expected role]
		In addition to his experience in human resources and general
		affairs divisions at Sony Group Corporation, Kazushi Ambe has
		experience in managing an overseas subsidiary of the company.
		We request his election as Outside Director as we expect that he
		will utilize his extensive and abundant experience, expertise and
		insight by supervising and providing advice concerning
		management in general, with a focus on human resources
		strategy and organizational reform.

(Notes) 1. Minako Miyama serves concurrently as a director of Dai Nippon Printing Co., Ltd., which has a commercial relationship with the Company. There is no special interest between the other candidates and the Company.

1. Kei Fujioka, Minako Miyama, and Kazushi Ambe are candidates for Outside Director. The Company registered Kei Fujioka and Minako Miyama with the Tokyo Stock Exchange and the Nagoya Stock Exchange as Independent Director pursuant to the rules of each Stock Exchange, and the Company plans to maintain such registration if they are reelected. Kazushi Ambe also satisfies the requirements for Independent Director pursuant to the rules of the Tokyo Stock Exchange and the Nagoya Stock Exchange, and the Company plans to register him as an Independent Director if he is elected.
2. At the conclusion of this Ordinary General Meeting of Shareholders, the tenures of Kei Fujioka and Minako Miyama as Outside Director will have been seven (7) years and two (2) years, respectively.
3. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph
4. 1. of the Companies Act with an insurance company that includes the Directors as insureds. This insurance policy covers compensation for damages, legal expenses, etc. incurred when claims for damages arise from liability borne by the insured persons in the course of execution of their duties as Director. However, cases where there are legal violations in the conduct of the insured persons are not covered. The full amount of the insurance premiums is borne by the Company, and the Company plans to renew the insurance policy with the same details during their terms of office.
5. Pursuant to the provision of Article 427, paragraph (1) of the Companies Act, the Company has concluded an agreement with each of Kei Fujioka and Minako Miyama to limit their liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of their liability for damages under this agreement is the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If Kei Fujioka and Minako Miyama are reelected, the Company plans to renew the aforementioned agreements with each of them. Furthermore, if Kazushi Ambe is elected, the Company plans to conclude an agreement, pursuant to the provision of Article 427, paragraph (1) of the Companies Act, with Kazushi Ambe to limit his liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of his liability for damages under this agreement will be the minimum liability amount provided for by Article 425, paragraph
6. 1. of the same Act.

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Proposal No. 2 Election of Two (2) Audit & Supervisory Board Members

At the conclusion of this Ordinary General Meeting of Shareholders, the four-year term of office of Minoru Chida, Audit & Supervisory Board Member, will expire. Moreover, Isaki Sugiura, Audit & Supervisory Board Member, will resign at the conclusion of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes the election of two (2) Audit & Supervisory Board Members.

For the submission of this proposal to this Ordinary General Meeting of Shareholders, prior consent of the Audit & Supervisory Board has been obtained.

The candidates for Audit & Supervisory Board Members are as follows:

Candidate	Name		Career summary and position	Number of the
	Company's shares
No.	(Date of birth)
		owned
		Apr. 1985	Joined the Company
		June 2009	General Manager of Switch Engineering
			Division, Switch Business Group
		June 2013	Corporate Officer
		June 2017	Managing Director, Member of the Board
		June 2018	Director, Member of the Board (retired in June
	Toshiki Akita		2020)
	Jan. 2020	Corporate Officer (current position)
1	(December 15, 1962)	20,000 shares
[Reasons for the nomination as a candidate for Audit &
	New election
	Supervisory Board Member]
		Toshiki Akita has extensive experience and track record in
		product development mainly in the Design and Technology
		Development Divisions of the Company. We request his election
		as Audit & Supervisory Board Member to have his abundant
		experience, expertise and insight reflected in the auditing at the
		Company.
		Apr. 1993	Joined Toyota Motor Corporation
		Jan. 2019	General Manager of Advanced Body
			Technology Development Division
		July 2019	General Manager of Body Development
			Department, Vehicle Development Center
			(current position)
		June 2020	Outside Audit & Supervisory Board Member of
			the Company (current position)
	Minoru Chida	[Significant concurrent positions outside the Company]
	(November 27, 1968)	General Manager of Body Development Department, Vehicle
2	Reelection	Development Center, Toyota Motor Corporation	0 shares
	Outside Audit & Supervisory	[Reasons for the nomination as a candidate for Outside Audit &
	Board Member	Supervisory Board Member]
		While Minoru Chida has no experience of direct involvement in
		the management of the company, he has been involved for long
		years in the area of vehicle interior development and design at
		Toyota Motor Corporation, and he has technical experience,
		expertise and insight in that area. We request his election as
		Outside Audit & Supervisory Board Member to have his
		abundant experience and, expertise and insight reflected in the
		management of the Company.
(Notes) 1.	Minoru Chida is a management executive officer of Toyota Motor Corporation (Specified Affiliated Business Operator).
	He has also received remuneration, etc. from Toyota Motor Corporation during the past two (2) years, and is expected to
	continue to receive them. There is no special interest between the other candidate and the Company.

1. Minoru Chida is a candidate for Outside Audit & Supervisory Board Member.
2. At the conclusion of this Ordinary General Meeting of Shareholders, Minoru Chida's tenure as Outside Audit & Supervisory Board Member will have been four (4) years.
3. The Company has entered into Audit & Supervisory Board Member liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company that includes the Audit & Supervisory Board

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Members as insureds. This insurance policy covers compensation for damages, legal expenses, etc. incurred when claims for damages arise from liability borne by the insured persons in the course of execution of their duties as Audit & Supervisory Board Member. However, cases where there are legal violations in the conduct of the insured persons are not covered. The full amount of the insurance premiums is borne by the Company, and the Company plans to renew the insurance policy with the same details during their terms of office.

5. Pursuant to the provision of Article 427, paragraph (1) of the Companies Act, the Company has concluded an agreement with Minoru Chida to limit his liability for damages under Article 423, paragraph (1) of the Companies Act. The maximum amount of his liability for damages under this agreement is the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If Yoshinori Yamada is reelected, the Company plans to renew the aforementioned agreement with him.

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Proposal No. 3 Election of One (1) Substitute Audit & Supervisory Board Member

The Company proposes the election of one (1) substitute Outside Audit & Supervisory Board Member to prepare for shortages in the number of Audit & Supervisory Board Members stipulated by the law.

This proposal is to request the election of a substitute for Yoshinori Yamada, a current Outside Audit & Supervisory Board Member, and Minoru Chida, who will assume the position of Outside Audit & Supervisory Board Member if Proposal No. 2 is approved. When a substitute assumes the role of Audit & Supervisory Board Members, their term will be the remaining term of their predecessor. For the submission of this proposal to this Ordinary General Meeting of Shareholders, prior consent of the Audit & Supervisory Board has been obtained.

The candidate for Substitute Audit & Supervisory Board Member is as follows:

Name		Career summary and position	Number of the
	Company's shares
(Date of birth)
		owned
	Apr. 1991	Attorney-at-law, admitted and belonging to the
		Nagoya Bar Association (currently the Aichi
		Bar Association)
	Apr. 1991	Joined Kusuda Law Firm
	Apr. 2000	Established Uozumi Law Firm (current
Naoto Uozumi		position)
(March 21, 1964)	Apr. 2010	Vice President of the Aichi Bar Association
Outside Audit & Supervisory	[Reasons for the nomination as a candidate for Substitute	0 shares
Board Member	Outside Audit & Supervisory Board Member]
Independent Director	While Naoto Uozumi does not have experience in being directly
	involved in company management, he has served as a lawyer for
	many years, and we request his election as substitute Outside
	Audit & Supervisory Board Member to have his abundant
	experience, and high level of expertise reflected in the auditing
	at the Company.

(Notes) 1. There is no special interest between the candidate and the Company.

1. Naoto Uozumi is a candidate for Substitute Outside Audit & Supervisory Board Member. He meets the requirements for Independent Director under the regulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange, and if his election is approved under this proposal and he assumes the position of Audit & Supervisory Board Member, he will be registered as an Independent Director under the regulations of the Tokyo Stock Exchange and the Nagoya Stock Exchange.
2. The Company has entered into Audit & Supervisory Board Member liability insurance policy as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company that includes the Audit & Supervisory Board Members as insureds. This insurance policy covers compensation for damages, legal expenses, etc. incurred when claims for damages arise from liability borne by the insured persons in the course of execution of their duties as Audit & Supervisory Board Member. However, cases where there are legal violations in the conduct of the insured persons are not covered. The full amount of the insurance premiums is borne by the Company, and the Company plans to renew the insurance policy with the same details during their terms of office. If the election of Naoto Uozumi under this proposal is approved and he assumes the role of Audit & Supervisory Board Member, he will be insured under the applicable insurance agreement.
3. Furthermore, if the election of Naoto Uozumi is approved under this resolution and he is elected, the Company plans to conclude an agreement, pursuant to the provision of Article 427, paragraph (1) of the Companies Act, with Naoto Uozumi to limit his liability for damages under Article 423, paragraph (1) of the same Act. The maximum amount of his liability for damages under this agreement will be the minimum liability amount provided for by Article 425, paragraph (1) of the same Act.

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(Reference) Director and Audit & Supervisory Board Member Skill Matrix (After the Ordinary General Meeting of Shareholders on June 13, 2024)

The following chart denotes the skills and experience the Company expects each Director and Audit & Supervisory Board Member to demonstrate. It does not show all skills or experience of each member.

Corporate

Technology

SDGs

Overseas

Manufacturing

Name

Gender

management/

development

IT/DX

Compliance

business

(Production

Sales

Finance

governance

Diversity

Carbon

engineering)

neutrality

Hiroyoshi

Male

○

○

○

○

○

○

○

○

Ninoyu

Masahiko

Male

○

○

○

○

○

○

Sato

Directors

Katsuyuki

Male

○

○

○

○

Imaeda

Kei

Male

○

○

○

○

○

○

Fujioka

Minako

Female

○

○

○

○

Miyama

Kazushi

Male

○

○

○

○

Ambe

Audit

Toshiaki

Male

○

○

○

○

○

Tsuchiya

&

Supervisory

Toshiki

Male

○

○

○

○

Akita

Board

Yoshinori

Male

○

○

○

Yamada

Members

Minoru

Male

○

○

○

○

○

Chida

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