(Translation)

Securities Code: 8068
April 6, 2021

NOTICE OF THE 61ST ANNUAL SHAREHOLDERS’ MEETING

Dear Shareholders,
I would like to announce the 61st Annual Shareholders’ Meeting to be held as describedhereunder.
For shareholders, in view of the risk of infection by the novel coronavirus disease (COVID19), we request that you refrain as much as possible from coming to the Annual
Shareholders’ Meeting. Furthermore, we request that you exercise your voting rights inadvance either in writing or by electronic means (via the Internet, etc.). Please review theattached Reference Documents for Annual Shareholders’ Meeting, and exercise your voting
rights.
[Voting in Writing (by Mail)]
Please return the enclosed Exercise Voting Rights Form with your selections to reach us by
5:30 p.m. on April 27 (Tuesday), 2021.
[Voting via the Internet, etc.]
Please exercise your voting rights by accessing the Website for Exercising Voting Rights
designated by us (https://evote.tr.mufg.jp/) and inputting your selections, by 5:30 p.m. on
April 27 (Tuesday), 2021. Institutional investors may use the Electronic Voting Platform to
exercise voting rights.
Sincerely yours,
Moritaka Nakamura
Representative Director, President & Chief Executive Officer
Ryoyo Electro Corporation
1-12-22 Tsukiji, Chuo-ku, Tokyo-1-

<Information for Shareholders>
In order to avoid the risk of infection by COVID-19 at the Annual Shareholders’ Meeting,
we will take the following measures. We apologize for any inconvenience and ask for yourunderstanding and cooperation.
(1) Officers and staff will be wearing masks.
(2) Hand sanitizer will be available near the reception desk and the entrance of the venue,
so we ask you to please use it upon entering and exiting.
(3) At the reception desk, we will set up plastic shields to prevent droplet transmission
and take your temperature.
(4) Shareholders who appear to be in poor health may be refused admission.
(5) To prevent infection, we will be placing seats at wider intervals than in previous years
at the venue. Please note that this will limit the number of seats available.
(6) We plan to omit detailed explanations of the business report and agenda items for the
Annual Shareholders’ Meeting with a view to reducing the time required for the
meeting in order to prevent infection. We would like to ask you to carefully review inadvance the business report and the reference documents for the Annual
Shareholders’ Meeting as stated in this notice.
1. Date and Time:

10:00 a.m. on April 28 (Wednesday), 2021
(the reception desk opens at 9:00 a.m.)

2. Venue:

JIJI PRESS HALL (on the 2nd floor of Jiji Press Building)
5-15-8 Ginza, Chuo-ku, Tokyo

3. Agenda:
Matters to be reported:

1. The business report, the consolidated financial statements,
and the audit reports on the consolidated financial
statements by the Accounting Auditor and the Audit &Supervisory Board for the 61st term (from February 1, 2020
to January 31, 2021)
2. The non-consolidated financial statements for the 61st term(from February 1, 2020 to January 31, 2021)-2-

Matters to be proposed:*

Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Partial Amendments to Articles of Incorporation

Proposal No. 3

Election of Eight (8) Directors

When attending the Meeting in person, shareholders are requested to submit the enclosed
Exercise Voting Rights Form at the reception desk on the above-mentioned date.

*

We will post any modification to the reference documents for the Meeting, the business report,
the consolidated financial statements and the non-consolidated financial statements on our
corporate website.
Our corporate website (https://www.ryoyo.co.jp/)

This is an English translation prepared for the convenience of non-resident shareholders. If there is any
discrepancy between the translation and the original Japanese text, the latter shall prevail.

-3-

Reference Documents for Annual Shareholders’ Meeting

Proposal No. 1: Appropriation of Surplus
We propose that surplus be appropriated in the following manner:
1. Matters related to year-end dividend
In accordance with the “Basic policy regarding the distribution of profit and dividend for the
61st term,” we propose to pay a year-end dividend of ¥60 for the ordinary dividend and an
additional ¥60 as a commemorative dividend as follows:
Type of dividend property

Cash

Allotment of dividend property and¥120 per common share of the Company

its aggregate amount

Total dividends: ¥2,080,395,960

Effective date of dividend

April 30, 2021

distribution<Reference> Basic policy regarding the distribution of profit and dividend for the 61st
term
While maintaining a stable management base and working to expand business in the future, theCompany returns profit to its shareholders, taking into account the financial position, businessenvironment, etc., and the Company’s basic policy is to pay stable dividends, targeting a dividend on
equity ratio (DOE) of 5%.
Based on this policy, regarding the dividend for the 61st term, we propose an interim dividend of¥60 per share and a year-end dividend of ¥60 per share. In addition, in view of the 60th anniversary of
the Company’s establishment in February 2021, we would like to add a commemorative dividend of¥60 per share to the year-end dividend to pay an annual dividend of ¥180 per share.

-4-

Proposal No. 2: Partial Amendments to Articles of Incorporation
1. Reason for proposal(1) Authorized Convocator and Chairman of the Annual Shareholders’ Meeting to bechanged to a Director or Directors determined in advance by the Board of Directors
We propose that Article 16 (Authorized Convocator and Chairman) of the current
Articles of Incorporation, which designates the Director & President as the Authorized
Convocator and Chairman of the Annual Shareholders’ Meeting, is amended to permit
the designation of a Director or Directors determined in advance by the Board of
Directors as the Authorized Convocator and Chairman. In addition, we propose
amending the article to allow for the separate designation of the Authorized Convocatorand Chairman. These amendments will allow for more flexibility in the management of
Annual Shareholders’ Meetings.
(2) Reduction in the number of Directors
We propose making the required amendments to Article 20 (Number of Directors) of thecurrent Articles of Incorporation to streamline the Board of Directors by reducing thenumber of Directors from the current 15 or less to 10 or less. This is to enable theCompany to swiftly fulfill its decision-making and supervisory functions in response tochanges in the business environment in recent years. These amendments are also
proposed because Executive Officers are now responsible for business executionfunctions due to changes in the management structure resulting from the establishmentof the executive officer system.
(3) Reduction of Directors’ tenure
We propose making the required amendments to Article 22 (Tenure) of the current
Articles of Incorporation to reduce the Directors’ tenure from two years to one year inorder to clarify the management responsibilities of Directors and to establish amanagement structure that can respond promptly to changes in the businessenvironment.
(4) Establishment of new provision regarding election of Representative Directors
We propose newly establishing Article 24 (Representative Director) to stipulate that theBoard of Directors shall by resolution appoint the Directors to represent the Company.
This is to clearly define the provisions of Article 362, Paragraph 3 of the Companies Act
in the Articles of Incorporation.

-5-(5) Abolition of the provision regarding Directors With Special Titles, and establishment of
new provision regarding Executive Officers
We believe that by separating the management decision-making and supervisory
functions from the business execution functions and clarifying their roles, whilestrengthening the decision-making and supervisory functions of the Board of Directors,
we will execute business operations more flexibly and swiftly. To that end, we
introduced a delegated executive officer system on February 1, 2021, in addition to theconventional employment-type executive officer system, and clarified that the positionsof Chairman, President and other positions are those of executive officers. To reflect
these amendments in the Articles of Incorporation, we propose abolishing the provisionof Article 25 (Directors With Special Titles) of the current Articles of Incorporation andestablishing a new Article 25 (Executive Officers) stipulating that the Company may
appoint Executive Officers (including Executive Officers with special titles) inaccordance with the Executive Officer Regulations determined by the Board of
Directors. In addition, the title of Chapter 4 will be amended accordingly.
(6) Establishment of new provision and necessary changes to make dividend distribution,etc. a matter to be resolved by the Board of Directors
In order to achieve a flexible capital and dividend policy, we propose that the current
Article 36 (Year-End Dividends) of the Articles of Incorporation will be amended to the
proposed Article 36 (Dividends of Surplus, Etc.) enabling the Board of Directors toapprove dividends of surplus, etc. by resolution in accordance with the provisions ofArticle 459, Paragraph 1 of the Companies Act. In addition, we propose deleting thecurrent Article 7 (Acquisition of its Own Stocks) of the Articles of Incorporation that
duplicates part of the same article and making the required amendments to Article 37(Interim Dividends) and Article 38 (Statute of Limitation, etc.) of the current Articles ofIncorporation. This will also serve as a crisis management measure in the event that theAnnual Shareholders’ Meeting cannot be held due to disasters or infectious disease
epidemics, etc. No provisions will be made in the Articles of Incorporation inaccordance with Article 460, Paragraph 1 of the Companies Act, and this amendment
does not eliminate a resolution of the Annual Shareholders’ Meeting regarding dividendsof surplus, etc.
(7) Others
In line with the amendments above, the numbering of articles will be amended.
-6-

2.

Details of amendments

Details of the amendments are stated below.
(The underlined parts indicate the proposed amendments.)
Current Articles of Incorporation
Article 1 to Article 6

Proposed Amendments(Provisions omitted)

Article 1 to Article 6

Article 7 (Acquisition of its Own Stocks)
The Company, by the resolution of its Board of
Directors, may acquire its own stocks throughmarket transactions, or other means.
Article 8 to Article 15(Deleted)(Provisions omitted)

Article 7 to Article 14
present)

Article 16 (Authorized Convocator andChairman)
Unless otherwise prescribed by laws andordinances, the Director & President shallconvene and chair an Annual Shareholders’Meeting; however, if the Director & President isunable to do so because of an accident, another
Director shall convene and chair an Annual
Shareholders’ Meeting in the orderpredetermined by the Board of Directors.
(To be newly instituted)

Article 17 to Article 19 (Provisions omitted)(Same as at present)(Same as at

Article 15 (Authorized Convocator andChairman)
1. Unless otherwise prescribed by laws andordinances, the Director previously
determined by the Board of Directors shallconvene an Annual Shareholders’ Meeting;however, if the said Director is unable to doso because of an accident, another Director
shall convene an Annual Shareholders’Meeting in the order predetermined by the
Board of Directors.
2. Unless otherwise prescribed by laws andordinances, the Director determined inadvance by the Board of Directors shall chairan Annual Shareholders’ Meeting; however,if the said Director is unable to do so becauseof an accident, another Director shall chairan Annual Shareholders’ Meeting in theorder predetermined by the Board of
Directors.
Article 16 to Article 18 (Same as at present)-7-

Current Articles of Incorporation
Chapter 4. Directors and Board of Directors

Proposed Amendments
Chapter 4. Directors, Board of Directors
and Executive Officers

Article 20 (Number of Directors)
The Company shall have not more than fifteen(15) Directors.

Article 19 (Number of Directors)
The Company shall have not more than ten (10)Directors.

Article 21 (Provisions omitted)

Article 20 (Same as at present)

Article 22 (Tenure)
1. The tenure of a Director shall extend to thetime of conclusion of an Annual
Shareholders’ Meeting concerning the last of
the business years to end within two (2) years
from his/her election.
2. (Provision omitted)

Article 21 (Tenure)
1. The tenure of a Director shall extend to thetime of conclusion of an Annual
Shareholders’ Meeting concerning the last of
the business years to end within one (1) year
from his/her election.
2. (Same as at present)

Article 23 to Article 24 (Provisions omitted)

Article 22 to Article 23 (Same as at present)(To be newly instituted)

Article 24 (Representative Director)
The Board of Directors shall by resolution
appoint a Director or Directors to represent theCompany.

Article 25 (Directors With Special Titles)
The Board of Directors may by resolution
appoint one (1) Director & President fromamong the Directors, and may if necessary
appoint one (1) Director & Chairman and anumber of each of the following: Director &Vice Presidents, Senior Managing Directors andManaging Directors.

Article 25 (Executive Officers)
The Board of Directors may by resolution
appoint executive officers. Matters concerning
Executive Officers shall be governed inaccordance with the Executive Officer
Regulations established by the Board of
Directors.

Article 26 to Article 35 (Provisions omitted)

Article 26 to Article 35 (Same as at present)

Article 36 (Year-End Dividends)
The record date for the distribution of surplus at
the year-end (hereinafter referred to as year-end

Article 36 (Dividends of Surplus, Etc.)
The Company may by resolution of the Boardof Directors determine the matters listed in-8-Current Articles of Incorporation

Proposed Amendments

dividend) shall be January 31 each year.

each item of Article 459, Paragraph 1 of theCompanies Act.

Article 37 (Interim Dividends)
The Company shall, by a resolution of theBoard of Directors, be authorized to distributethe surplus prescribed in Article 454, Paragraph
5 of the Corporate Law (hereinafter referred toas “Interim Dividends”) to the Shareholders orRegistered Pledgees of Stocks who are listed orrecorded on the final Shareholders’ Register asof July 31 each year.
(To be newly instituted)

Article 37 (Record Date for Dividends ofSurplus)1. The record date for year-end dividends of theCompany shall be January 31 of each year,
and the record date for interim dividends
shall be July 31 of each year.

Article 38 (Statute of Limitation, etc.)
1. If any year-end dividends or interim
dividends are not received after three (3) fullyears from date of the commencement of
payment, the Company shall be exemptedfrom the relevant payment obligations.
2. Neither unpaid year-end dividends nor unpaid
interim dividends shall accrue any interest.

Article 38 (Statute of Limitation, etc.)
1. If cash dividends (hereinafter “dividends”)
are not received after three (3) full years
from date of the commencement of payment,
the Company shall be exempted from therelevant payment obligations.
2. No dividends shall accrue any interest.

2. In addition to the preceding paragraph, theCompany may by resolution of the Board of
Directors set a record date for dividend
distributions.

-9-Proposal No. 3: Election of Eight (8) Directors
The tenure of all ten (10) Directors will expire at the conclusion of this Annual
Shareholders’ Meeting. Therefore, we would like to streamline the Board of Directors andrequest the election of eight (8) Directors, a reduction of two (2) Directors, in order toenable the Company to swiftly fulfill its decision-making and supervisory functions in
response to the recent changes in the business environment and in consideration of the factthat Executive Officers are now responsible for business execution functions through theestablishment of the Executive Officer System.
The candidates’ profiles are provided below.
Candidatenumber

1

Name

Moritaka Nakamura

Attribute ofcandidate

Attendance to theCurrent positions at
Meetings of thethe Company
Board of Directors(FY2020)

Reelection

Representative
Director, President& Chief Executive
Officer

12/12
100%

12/12
100%

2

Kiyoshi Waki

Reelection

Representative
Director & Senior
Managing
Executive Officer

3

Yasushi Okazaki

Reelection

Director &Managing
Executive Officer

12/12
100%

4

Seiju Yasuda

Reelection

Director &Managing
Executive Officer

12/12
100%

5

Reelection
Yoshiharu Hayakawa Outside

Outside Director
Chairman of theBoard of Directors

12/12
100%

Outside Director

12/12
100%

Outside Director

10/10
100%

Independent
Reelection
6

Masumi Shiraishi

OutsideIndependent
Reelection

7

Shinya Takada

OutsideIndependent- 10 -

Reelection
8

Masashi Oba

OutsideOutside Director

Independent
Reelection:

10/10
100%

Candidate for Director to be reelected

Outside: Candidate for outside Director
Independent: Independent Director pursuant to the provisions of Tokyo Stock Exchange,Inc.

- 11 -

No. 1<Reelection>

Moritaka Nakamura(September 7, 1959)

Number of the Company’s shares
held
Tenure as Director
Attendance to the Meetings of theBoard of Directors

16,5003 years
12/12

Career summary and positions and responsibilities at the Company
Joined Isetan Co., Ltd. (currently Isetan Mitsukoshi Ltd.)
Apr. 1984
Apr. 2011

May 2017

Director, Executive Officer, General Manager, Corporate Planning Division, Isetan
Mitsukoshi Ltd.
Executive Officer, General Manager, Personnel Division, Isetan Mitsukoshi Holdings
Ltd.
Managing Executive Officer, General Manager, IT & Group Marketing Strategy
Headquarters, Isetan Mitsukoshi Holdings Ltd.
Joined Ryoyo Electro as Special Advisor

Aug. 2017

Senior Managing Executive Officer in charge of Business Renovation

Dec. 2017

Apr. 2018

Senior Managing Executive Officer in charge of Sales, Technology, Overseas
Marketing and Business Renovation
Senior Managing Executive Officer in charge of Sales, Technology and Overseas
Marketing, General Manager, Sales and Business Development Div., in charge ofBusiness Renovation
Representative Director & President

Feb. 2021

Representative Director, President & Chief Executive Officer (incumbent)

Apr. 2012
Apr. 2016

Mar. 2018

Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Director
In his previous positions, the candidate gained extensive experience, knowledge, and personal
network cultivated through being engaged in work related to corporate planning, sales planning,
personnel, IT and group marketing strategy, and being involved in senior management as a Director.
As well as him bringing such experience to the Company, after he was inaugurated as Representative
Director & President, he has been demonstrating strong leadership in the business renovation. For
these reasons, the Company believes that he is a suitable candidate capable of improving its corporate
value and accordingly proposes his reelection as a Director of the Company.

- 12 -

No. 2<Reelection>

Kiyoshi Waki
(October 22, 1959)

Number of the Company’s shares
held
Tenure as Director
Attendance to the Meetings of theBoard of Directors

13,6005 years
12/12

Career summary and positions and responsibilities at the Company
Joined The Mitsubishi Bank, Limited (currently MUFG Bank, Ltd.)
Apr. 1983
Nov. 2011

Seconded to Ryoyo Electro as General Manager, Corporate Strategy Div.

Feb. 2012

Executive Officer & General Manager, Corporate Strategy Div. and Deputy General
Manager, Overseas Marketing Div.
Joined Ryoyo Electro

Apr. 2012
Nov. 2012

Executive Officer & General Manager, Overseas Marketing Div.

Feb. 2014

Senior Executive Officer & General Manager, Overseas Marketing Div.

Oct. 2014

Registered as U.S. Certified Public Accountant

Feb. 2015

Senior Executive Officer & General Manager, Administration Div., Overseas Marketing
Div., in charge of CSR Dept.
Nov. 2015 Senior Executive Officer & General Manager, Administration Div., in charge of CSR
Dept.
Apr. 2016
Director & Senior Executive Officer in charge of Corporate Strategy Div., General
Manager, Administration Div., in charge of CSR Dept. and General Manager,
Accounting Dept.
Feb. 2019
Director & Managing Executive Officer in charge of Corporate Strategy Div. andAdministration Div.
Jul. 2019
Representative Director & Senior Managing Executive Officer in charge of Corporate
Strategy Div. and Administration Div.
Feb. 2021
Representative Director & Senior Managing Executive Officer in charge of Corporate
Planning Div. and Administration Div. (incumbent)
Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Director
The candidate has gained experience and made achievements in Japan and overseas working for afinancial institution, and since joining the Company, he has gained management experience incorporate planning and strategy departments, overseas marketing departments and administration
departments. He possesses highly specialized knowledge and broad insight in accounting and finance.
For these reasons, the Company believes that he is a suitable candidate capable of improving its
corporate value and accordingly proposes his reelection as a Director of the Company.

- 13 -

No. 3<Reelection>

Yasushi Okazaki(September 14, 1958)

Number of the Company’s shares
held
Tenure as Director
Attendance to the Meetings of theBoard of Directors

6,000
2 years
12/12

Career summary and positions and responsibilities at the Company
Joined MITSUI & CO., LTD.
Apr. 1981
Jun. 1999

Vice President, MITSUI & CO. (U.S.A.), INC.

Apr. 2009

General Manager, Internet Business Div., MITSUI & CO., LTD.

Dec. 2016

Feb. 2019

General Manager and internal auditor, Audit Dept. III, Internal Auditing Div., MITSUI& CO., LTD.
Joined Ryoyo Electro
Senior Executive Officer in charge of IoT Div.
Senior Executive Officer in charge of Solution Div.

Apr. 2019

Director & Senior Executive Officer in charge of Solution Div.

Feb. 2020

Director & Senior Executive Officer in charge of Semiconductor & Device Div.

Jun. 2018

Feb. 2021

Director & Managing Executive Officer in charge of Semiconductor & Device Div.
(incumbent)
Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Director
In his former employment, the candidate gained extensive experience and insight in a wide range of
mostly IT related fields on the frontline of business and in internal auditing departments both in Japanand overseas. After joining the Company, bringing such experience, etc. to the Company, he has beenin charge of the solutions business and currently he is in charge of the semiconductor and device
business. For these reasons, the Company believes that he is a suitable candidate capable ofimproving its corporate value and accordingly proposes his reelection as a Director of the Company.

- 14 -

No. 4<Reelection>

Seiju Yasuda(December 3, 1961)

Number of the Company’s shares
held
Tenure as Director
Attendance to the Meetings of theBoard of Directors

3,500
2 years
12/12

Career summary and positions and responsibilities at the Company
Joined Ryoyo Electro
Apr. 1985
Aug. 2006

General Manager, Sales Dept. II, Nagoya Branch OfficeJun. 2009

General Manager, Sales Dept. III, Computer System Products Div. II

Aug. 2013

Deputy General Manager, Computer System Products Div. II

Feb. 2016

General Manager, Computer System Products Div. II

Feb. 2017

Executive Officer & General Manager, ICT Sales Div. II

Feb. 2019

Senior Executive Officer deputy in charge of Solution Div.

Apr. 2019

Director & Senior Executive Officer deputy in charge of Solution Div.

Feb. 2020

Director & Senior Executive Officer in charge of Solution Div.

Feb. 2021

Director & Managing Executive Officer in charge of Solution Div. (incumbent)

Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Director
In addition to possessing broad experience in the respective business fields handled by the Company,
including both Semiconductors/Devices, and ICT/Solutions, the candidate also has experience ofvarious operational perspectives at both head office and regional bases. As such, he has extensive
experience and wide-ranging insight related to the Company’s business. For these reasons, theCompany believes that he is a suitable candidate capable of improving its corporate value andaccordingly proposes his reelection as a Director of the Company.

- 15 -

No. 5<Reelection/Outside/Independent>

Yoshiharu Hayakawa(February 23, 1948)

Number of the Company’s shares
held
Tenure as outside Director
Attendance to the Meetings of theBoard of Directors

0
8 years
12/12

Career summary and positions and responsibilities at the Company
Aug. 1973 Registered as Certified Public Accountant
Apr. 1985

Representative Director, Chuo Coopers and Lybrand Consulting Co., Ltd.

Jan. 1992

Representative, Chuo Audit Corporation

Nov. 1997

Representative, Kasumi Empowerment Research Institute (incumbent)

Jun. 2007

Outside Director, Mitsui Fudosan Co., Ltd.

Jun. 2012

External Director, Kakaku.com, Inc.

Apr. 2013

Outside Director, Ryoyo Electro

Jul. 2019

Outside Director & Chairman of the Board of Directors (incumbent)

Status of important concurrent occupations or positions at other organizations
Representative, Kasumi Empowerment Research InstituteReasons for nominating the candidate for outside Director
The candidate has expert knowledge as a certified public accountant, as well as extensive experienceand broad insight as a management consultant, and he continues to use his experience to effectively
and efficiently manage the Board of Directors as Chairman of the Board of Directors. For thesereasons, the Company believes that he is a suitable candidate capable of strengthening its corporate
governance and improving its corporate value and accordingly proposes his reelection as an outside
Director of the Company.

- 16 -

No. 6<Reelection/Outside/Independent>

Masumi Shiraishi(November 6, 1958)

Number of the Company’s shares
held
Tenure as outside Director
Attendance to the Meetings of theBoard of Directors

0
2 years
12/12

Career summary and positions and responsibilities at the Company
Joined NLI Research InstituteMay 1989
Apr. 2001

Senior Researcher, NLI Research InstituteApr. 2006
Apr. 2007

Professor, Department of Social Economic Systems, Faculty of Economics, Toyo
University
Professor, Faculty of Policy Studies, Kansai University (incumbent)

Jun. 2013

Outside Director, Asahi Kasei Corp. (incumbent)

Jun. 2014

Apr. 2019

Outside Audit & Supervisory Board Member, Central Nippon Expressway Company
Limited (incumbent)
Outside Audit & Supervisory Board Member, NEW KANSAI INTERNATIONALAIRPORT COMPANY, LTD. (incumbent)
Outside Director, Ryoyo Electro (incumbent)

Feb. 2021

Outside Audit & Supervisory Board Member, E-SUPPORTLINK, Ltd. (incumbent)

Jun. 2015

Status of important concurrent occupations or positions at other organizations
Professor, Faculty of Policy Studies, Kansai University
Outside Director, Asahi Kasei Corp.
Outside Audit & Supervisory Board Member, Central Nippon Expressway Company Limited
Outside Audit & Supervisory Board Member, NEW KANSAI INTERNATIONAL AIRPORTCOMPANY, LTD.
Outside Audit & Supervisory Board Member, E-SUPPORTLINK, Ltd.
Reasons for nominating the candidate for outside Director
The candidate has never engaged in company management in the past except as an outside officer.
However, she has a wide range of insight based on her extensive experience encompassing private
enterprise, academia and public office, and has provided advice from multifaceted perspectives basedon her insight, etc. since assuming the position of outside Director of the Company. For these reasons,the Company believes that she is a suitable candidate capable of strengthening its corporate
governance and improving its corporate value and accordingly proposes her reelection as an outside
Director of the Company.

- 17 -

No. 7<Reelection/Outside/Independent>

Shinya Takada(January 8, 1952)

Number of the Company’s shares
held
Tenure as outside Director
Attendance to the Meetings of theBoard of Directors

0
1 year
10/10

Career summary and positions and responsibilities at the Company
Joined Isetan Co., Ltd. (currently Isetan Mitsukoshi Ltd.)
Apr. 1975
Feb. 1995

General Manager, Sales Policy Department, Sales Division, Isetan Co., Ltd.

Jun. 2002

Executive Officer, Manager, General Planning Section, Management Planning
Department, Isetan Co., Ltd.
Director, Senior Managing Executive Officer, General Manager, Corporate Strategy
Headquarters, Isetan Mitsukoshi Holdings Ltd.
Representative Director, Senior Managing Executive Officer, General Manager,
Corporate Strategy Headquarters, Isetan Mitsukoshi Holdings Ltd.
Full-time Corporate Auditor, Isetan Mitsukoshi Holdings Ltd.

Apr. 2008
Jan. 2010
Jun. 2012
Jun. 2017
Apr. 2020

Outside Director (Member of Audit and Supervisory Committee), SHOWACORPORATION (currently Hitachi Astemo, Ltd.)
Outside Director, Ryoyo Electro (incumbent)

Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for outside Director
In his former employment, the candidate has experience of involvement in management while serving
mainly in the corporate planning and strategy fields. He has provided fair and objective advice basedon this experience since assuming the post of outside Director of the Company. For these reasons, theCompany believes that he is a suitable candidate capable of strengthening its corporate governanceand improving its corporate value and accordingly proposes his reelection as an outside Director of
the Company.

- 18 -

<Reelection/Outside/Independent>

No. 8

Masashi Oba(February 13, 1955)

Number of the Company’s shares
held
Tenure as outside Director
Attendance to the Meetings of theBoard of Directors

0
1 year
10/10

Career summary and positions and responsibilities at the Company
Joined Tokio Marine & Fire Insurance Co., Ltd. (currently Tokio Marine & Nichido
Apr. 1978
Fire Insurance Co., Ltd.)
Jun. 2007
Executive Officer and General Manager of Corporate Accounting Dept., Tokio Marine& Fire Insurance Co., Ltd.
Jun. 2010
Managing Director, Tokio Marine Holdings, Inc.
Apr. 2015

Executive Vice President & CFO, Tokio Marine Holdings, Inc.

Jun. 2016

President & CEO, Tokio Marine Asset Management Co., Ltd.

May 2018

Representative Director & President, UNIMAT PRECIOUS Co., Ltd.

Apr. 2020

Outside Director, Ryoyo Electro (incumbent)

Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for outside Director
In his former employment, the candidate has experience of involvement in management as CFO whileserving mainly in administration divisions. He has provided fair and objective advice based on thisexperience since assuming the post of outside Director of the Company. For these reasons, theCompany believes that he is a suitable candidate capable of strengthening its corporate governanceand improving its corporate value and accordingly proposes his reelection as an outside Director of
the Company.
Notes: 1. There are no special interests between the Company and these candidates for Director.
2. The attendance of each candidate to the meetings of the Board of Directors during the fiscal
year ended January 31, 2021 excludes that via written resolutions that are deemed to havebeen resolved by the Board of Directors pursuant to Article 370 of the Companies Act andArticle 24 of the Company’s Articles of Incorporation. For Shinya Takada and Masashi Oba,
the attendance to the meetings of the Board of Directors held after their appointment as
outside Directors of the Company is shown.
3. Yoshiharu Hayakawa, Masumi Shiraishi, Shinya Takada and Masashi Oba are candidates foroutside Director.
4. Agreements for limitation of liability concluded with outside Directors are outlined below.
Currently, the Company has concluded agreements for limitation of liability for damages
with Yoshiharu Hayakawa, Masumi Shiraishi, Shinya Takada and Masashi Oba inaccordance with the provisions of Article 27 of the Articles of Incorporation. Provided thatthe proposal of their reelection as Director is approved, the Company will maintain the- 19 -

agreements that offer limitation of liability with them.
Outline of the agreements for limitation of liability is as follows.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, when theoutside Directors cause damages to the Company arising from their negligence of theirduties, the Company shall limit their liability to the Company to either ¥8 million or theminimum liability amount as stipulated by Article 425, Paragraph 1 of the Companies Act,
whichever is higher, if the relevant outside Directors are without knowledge and are notgrossly negligent in performing their duties. The Company naturally exempts the outside
Directors from the exceeding liability thereof.
5. The outline of the liability insurance contract for Directors is as follows.
The Company has entered into a liability insurance contract for Directors with an insurancecompany as provided for in Article 430-3, Paragraph 1 of the Companies Act, which isscheduled to be renewed in March 2022. If the election of each candidate is approved in this
proposal, each candidate will continue to be an insured person.
(1) Outline of insurance accidents subject to coverage
The insurance covers damages that may occur due to the insured Directors being held liable
for the execution of their duties or being subject to a claim for the pursuit of such liability.
(2) Insurance premiums
All insurance premiums are borne by the Company.
6. The Company has given notice of Yoshiharu Hayakawa Masumi Shiraishi, Shinya Takada
and Masashi Oba to Tokyo Stock Exchange, Inc. as independent directors. Provided that the
proposal of their reelection as Director is approved, the Company plans for their
appointment as independent directors to continue.

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(Reference) Criteria for the selection of outside officers
In order to ensure the independence of the candidates it recommends for outside officer(outside Director and outside Audit & Supervisory Board Member), the Company has
formulated criteria for the selection of outside officers.
The criteria for the selection of outside officers require that candidates shall not fall under
any of the following categories.
(1) A party who is or has been a Director, an Auditor or an employee at the Ryoyo
Group in the past ten years or a relative within the second degree of kinship of sucha party(2) A party that is or has been a Director, an Auditor or an employee of a major business
partner (*1) of the Ryoyo Group in the past five years(3) A shareholder that holds 10% or more of the voting rights of the Company’ shares(in the case of an institutional shareholder, this shall apply to business executives atsuch an institutional shareholder)(4) A provider of specialist services (*2) that has received ¥10 million or more of
remuneration on an annual basis from the Ryoyo Group in the past five years(5) A party that has received a donation of ¥10 million or more on an annual basis fromthe Ryoyo Group in the past five years(6) A party that has a relationship with the Ryoyo Group in which exchange of
Directors is carried out by mutual dispatch(7) Any other party with a significant interest in the Ryoyo Group*1. This signifies a business partner that has a relationship with the Ryoyo Group
that constitutes 2% or more of the consolidated net sales of the Ryoyo Group in
the most recent fiscal year.
*2. This signifies an attorney, a certified public accountant, a certified public tax
accountant, a judicial scrivener, a consultant or an advisor.

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