(Translation)

Securities Code: 8068
April 6, 2020

NOTICE OF THE 60TH ANNUAL SHAREHOLDERS’ MEETING

Dear Shareholders,
I would like to invite you to attend the 60th Annual Shareholders’ Meeting to be held as
described hereunder.
If you are unable to attend this Annual Shareholders’ Meeting (the “Meeting”) in person,
you may exercise your voting rights using either of the following methods. Please exercise
your voting rights after perusing the attached Reference Documents for Annual
Shareholders’ Meeting.
[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 (Monday), 2020.
[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 (Monday), 2020. Institutional investors may use the Electronic Voting Platform to
exercise voting rights.
Sincerely yours,
Moritaka Nakamura
Representative Director & President
Ryoyo Electro Corporation
1-12-22 Tsukiji, Chuo-ku, Tokyo-1-1. Date and Time:

10:00 a.m. on April 28 (Tuesday), 2020
(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, andthe audit reports on the consolidated financial statements by
the Accounting Auditor and the Audit & Supervisory Boardfor the 60th term (from February 1, 2019 to January 31, 2020)
2. The non-consolidated financial statements for the 60th term(from February 1, 2019 to January 31, 2020)

Matters to be proposed:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Partial Amendments to Articles of Incorporation

Proposal No. 3

Election of Two (2) Directors

Proposal No. 4

Election of Four (4) Audit & Supervisory Board Members*

When attending the Meeting in person, shareholders are requested to submit the enclosed Exercise*

We will post any modification to the reference documents for the Meeting, the business report, theVoting Rights Form at the reception desk on the above-mentioned date.
consolidated financial statements and the non-consolidated financial statements on our corporatewebsite.
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.

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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,” we propose thatthe year-end dividend for the 60th term be as follows:
Type of dividend property

Cash

Allotment of dividend property and its¥40 per common share of the Company

aggregate amount

Total dividends: ¥982,912,040

Effective date of dividend distribution

April 30, 2020

2. Matters related to other appropriation of surplus
In order to ensure capital policy choices such as stable and continuous dividends, andretirement of treasury shares, we intend to reverse the general reserve noted as follows:(1) Item of surplus to be increased andthe amount thereof

Retained earnings¥30,000,000,000

brought forward(2) Item of surplus to be decreased andGeneral reserve¥30,000,000,000

the amount thereof<Reference>
Basic policy regarding the distribution of profit
The Company regards the distribution of profit earned from business activities as one ofmanagement’s top priorities.
While maintaining a stable management base and working to expand business in the
future, the Company returns profit to its shareholders, taking into account the financial
position, business environment, etc., and the Company’s basic policy is to pay stabledividends, targeting a dividend on equity ratio (DOE) of 3%.

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Proposal No. 2: Partial Amendments to Articles of Incorporation
1. Reason for amendments
In order to respond to the diversification of our business in line with changes in the businessenvironment, we will amend business purposes mentioned in “Purposes” (Article 2 of the
Articles of Incorporation) as necessary.
Also, the numbering of the provisions will be changed in accordance to theamendments of purposes.
2.

Details of amendments

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

Proposed Amendments

Chapter 1. General Provisions
Article 2 (Purposes)
The business purposes of the Company shall be
as follows:(1) to (5) (Description omitted)(To be newly instituted)(To be newly instituted)(6) to (12) (Description omitted)

Chapter 1. General Provisions
Article 2 (Purposes)
The business purposes of the Company shall be
as follows:(1) to (5) (Same as at present)(6) Consigned freight forwarding business(7) Warehouse business(8) to (14) (Same as at present)-4-

Proposal No. 3: Election of Two (2) Directors
We propose that two (2) Directors be elected to strengthen the management structure. The
term of office of newly elected Directors this time runs until the conclusion of the 61st
Annual Shareholders’ Meeting scheduled to be held in April 2021, when the term of officeof other serving Directors expires, as stipulated in Article 22, Paragraph 2 of the Company’s
Articles of Incorporation. Note that as Director Mr. Kenhachiro Ogawa will retire due toresignation at the conclusion of this Annual Shareholders’ Meeting, the number of serving
Directors after the election from this proposal will be ten (10).
The candidates’ profiles are provided below.
CandidatenumberName

Current positions
at the Company

Attribute of candidate
New candidate

1

Shinya Takada

Outside–Independent
New candidate
2

Masashi Oba

Outside–Independent
New candidate: Candidate for Director to be newly elected
Outside: Candidate for outside Director
Independent: Independent Director pursuant to the provisions of Tokyo Stock Exchange,
Inc.

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No. 1<New candidate/Outside/Independent>

Shinya Takada(January 8, 1952)

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

0––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

Outside Director (Member of Audit and Supervisory Committee), SHOWACORPORATION (incumbent)
Status of important concurrent occupations or positions at other organizations
Outside Director (Member of Audit and Supervisory Committee), SHOWA CORPORATION
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. For these reasons, the Company believes that heis a suitable candidate who can offer advice from multifaceted perspectives capable of improving its
corporate value and accordingly proposes his election as an outside Director of the Company.

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No. 2<New candidate/Outside/Independent>

Masashi Oba(February 13, 1955)

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

0––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.

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. For these reasons, the Company believes that he is asuitable candidate who can offer advice from multifaceted perspectives capable of improving its
corporate value and accordingly proposes his election as an outside Director of the Company.

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Notes: 1. There are no special interests between the Company and these candidates for Director.
2. Shinya Takada and Masashi Oba are candidates for outside Director.
3. Agreements for limitation of liability concluded with outside Directors are outlined below.
The Company intends to conclude agreements for limitation of liability with Shinya Takada
and Masashi Oba provided that they are elected as outside Director.
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.
4. Shinya Takada and Masashi Oba satisfy the independent director requirements pursuant to
the provisions of Tokyo Stock Exchange, Inc., and the Company intends to give notice ofthem as independent directors to the said exchange provided that they are elected as outside
Director.

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Proposal No. 4: Election of Four (4) Audit & Supervisory Board Members
The term of office of all four (4) Audit & Supervisory Board Members will expire at theconclusion of this Annual Shareholders’ Meeting. Accordingly, we propose that four (4)Audit & Supervisory Board Members be elected.
In addition, the consent of the Audit & Supervisory Board has been obtained for this
proposal.
The candidates’ profiles are provided below.
Candidatenumber1

Name
Hiroyuki Kanno

New candidate
Reelection

2

Ryoji Kimura

OutsideIndependent
Reelection

3

Kazumi Akiyama

Current positions
at the Company

Attribute of candidate

OutsideIndependent

General Manager,
General Affairs Dept.
Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberNew candidate
4Motomi Oi

Outside–Independent
Reelection: Candidate for Audit & Supervisory Board Member to be reelected
New candidate: Candidate for Audit & Supervisory Board Member to be newly elected
Outside: Candidate for outside Audit & Supervisory Board Member
Independent: Independent Audit & Supervisory Board Member pursuant to the provisions ofTokyo Stock Exchange, Inc.

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No. 1<New candidate>

Hiroyuki Kanno(September 8, 1962)

Number of the Company’s shares held
Tenure as Audit & Supervisory Board
MemberAttendance to the Meetings of theBoard of Directors
Attendance to the Meetings of the
Audit & Supervisory Board

1,100

Career summary and positions at the Company
Joined Ryoyo Electro
Apr. 1984
Aug. 2005

General Manager, Accounting Dept.

Feb. 2015

General Manager, Internal Auditing Dept. and CSR Dept.

Aug. 2016

General Manager, General Affairs & Human Resources Dept.

Mar. 2018

General Manager, General Affairs Dept. (incumbent)

Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Audit & Supervisory Board Member
The candidate has experience in the overall operations of the accounting, general affairs, humanresources, internal auditing, CSR, and other administrative departments of the Company, mainly in
the Administration Div., and has extensive knowledge in finance, accounting, etc. based on thisexperience. Based on the above, the Company believes that he is suitable for Audit & Supervisory
Board Member, and that he will execute the duties of his office appropriately if he assumes his officeas Audit & Supervisory Board Member of the Company.

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No. 2<Reelection/
Outside/Independent>

Ryoji Kimura(October 15, 1950)

Number of the Company’s shares held
Tenure as Audit & Supervisory Board
MemberAttendance to the Meetings of theBoard of Directors
Attendance to the Meetings of the
Audit & Supervisory Board0
8 years
13/14
12/12

Career summary and positions at the Company
Apr. 1980
Registered as Attorney (Yokohama Bar Association (currently Kanagawa Bar
Association))
Apr. 1983
Established Ryoji Kimura Law Office
Apr. 2006

President, Yokohama Bar Association

Jun. 2007

Committee Member, Research Conduct Committee, Yokohama National University(incumbent)
Vice President, Japan Federation of Bar Associations

Apr. 2008
Apr. 2012
Mar. 2015

Head, Kanagawa District Office, Japan Legal Support Center
Outside Audit & Supervisory Board Member, Ryoyo Electro (incumbent)
Member of Legislative Council, Ministry of JusticeApr. 2019

Director, Kanto Federation of Bar Associations

Status of important concurrent occupations or positions at other organizations
Attorney, Ryoji Kimura Law Office
Reasons for nominating the candidate for outside Audit & Supervisory Board Member
The candidate has engaged in activities as an attorney for many years and acquired highly
professional insight into overall corporate legal affairs based on his scholarly wisdom andprofessional experiences. Based on the above, although the candidate has never directly engaged incompany management in the past except as an outside officer, the Company believes that he issuitable for outside Audit & Supervisory Board Member, and that he will continue to execute theduties of his office appropriately.

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No. 3<Reelection/
Outside/Independent>

Kazumi Akiyama(March 13, 1955)

Number of the Company’s shares held
Tenure as Audit & Supervisory Board
MemberAttendance to the Meetings of theBoard of Directors
Attendance to the Meetings of the
Audit & Supervisory Board0
4 years
14/14
12/12

Career summary and positions at the Company
Joined Ministry of Finance
Apr. 1978
Jul. 2006

Director-General, Shikoku Local Finance Bureau, Ministry of FinanceJun. 2007

Director-General, Nagoya Regional Taxation Bureau, National Tax Agency, Ministry of
Finance
Assistant Vice-Minister, Minister’s Secretariat, Ministry of Land, Infrastructure,
Transport and Tourism and Councillor, Cabinet Secretariat
Director-General, Yokohama Customs, Ministry of FinanceJun. 2008
Jul. 2010
Jun. 2011
Oct. 2014
Apr. 2016

Outside Audit & Supervisory Board Member, East Nippon Expressway Company
LimitedJoined Mitsubishi-Hitachi Metals Machinery, Inc. (currently Primetals Technologies
Japan, Ltd.) as Assistant to Director
Outside Audit & Supervisory Board Member, Ryoyo Electro (incumbent)

Oct. 2016

Advisor, Mitsui Sumitomo Insurance Company, Limited (incumbent)

Nov. 2019

Outside Director, SAMURAI SECURITIES Co., Ltd. (incumbent)

Status of important concurrent occupations or positions at other organizations
Advisor, Mitsui Sumitomo Insurance Company, Limited
Outside Director, SAMURAI SECURITIES Co., Ltd.
Reasons for nominating the candidate for outside Audit & Supervisory Board Member
The candidate possesses wide-ranging knowledge in finance and accounting based on his many yearsof experience working for the central government offices, and has also served as an audit &supervisory board member at another company. Based on the above, although the candidate has neverdirectly engaged in company management in the past except as an outside officer, the Company
believes that he is suitable for outside Audit & Supervisory Board Member, and that he will continue
to execute the duties of his office appropriately.

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No. 4<New candidate/Outside/Independent>

Motomi Oi(February 27, 1977)

Number of the Company’s shares held
Tenure as Audit & Supervisory Board
MemberAttendance to the Meetings of theBoard of Directors
Attendance to the Meetings of the
Audit & Supervisory Board

0
–
–
–

Career summary and positions at the Company
Joined Tohmatsu & Co. (currently Deloitte Touche Tohmatsu LLC)
Apr. 1999
Apr. 2002

Registered as Certified Public Accountant

May 2006

Established Oi CPA OfficeJun. 2013

Outside Corporate Auditor, C’BON COSMETICS Co., Ltd.

Status of important concurrent occupations or positions at other organizations
Certified Public Accountant, Oi CPA Office
Reasons for nominating the candidate for outside Audit & Supervisory Board Member
The candidate possesses a wealth of insight based on her wide range of expert knowledge andextensive experience in finance, accounting and audits as a certified public accountant, and has also
served as a corporate auditor at another company. Based on the above, although the candidate has
never directly engaged in company management in the past except as an outside officer, the Company
believes that she is suitable for outside Audit & Supervisory Board Member, and that she will executethe duties of her office appropriately if she assumes her office as outside Audit & Supervisory Board
Member of the Company.

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Notes: 1. There are no special interests between the Company and these candidates for Audit &Supervisory Board Member.
2. The number of years indicated as the tenure of candidates for reelection is the period fromthe time they assumed office to the conclusion of this Meeting.
3. Ryoji Kimura, Kazumi Akiyama and Motomi Oi are candidates for outside Audit &Supervisory Board Member.
4. Agreements for limitation of liability concluded with outside Audit & Supervisory Board
Members are outlined below.
Currently, the Company has concluded agreements for limitation of liability for damages
with Ryoji Kimura and Kazumi Akiyama in accordance with the provisions of Article 34 of
the Articles of Incorporation. Provided that the proposal of their reelection as Audit &Supervisory Board Member is approved, the Company will maintain the agreements thatoffer limitation of liability with them.
The Company also intends to conclude the same agreement for limitation of liability with
Motomi Oi provided that she is elected as outside Audit & Supervisory Board Member.
Outline of the agreement for limitation of liability is as follows.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, when theoutside Audit & Supervisory Board Members cause damages to the Company arising fromtheir negligence of their duties, the Company shall limit their liability to the Company toeither ¥8 million or the minimum liability amount as stipulated by Article 425, Paragraph 1of the Companies Act, whichever is higher, if the relevant outside Audit & Supervisory
Board Members are without knowledge and are not grossly negligent in performing theirduties. The Company naturally exempts the outside Audit & Supervisory Board Members
from the exceeding liability thereof.
5. The Company has given notice of Ryoji Kimura and Kazumi Akiyama to Tokyo Stock
Exchange, Inc. as independent audit & supervisory board members. Provided that the
proposal of their reelection as Audit & Supervisory Board Member is approved, theCompany plans for their appointment as independent audit & supervisory board members tocontinue. Also, Motomi Oi satisfies the independent audit & supervisory board member
requirements pursuant to the provisions of Tokyo Stock Exchange, Inc., and the Company
intends to give notice of her as an independent audit & supervisory board member to the saidexchange provided that she is elected as outside Audit & Supervisory Board Member.

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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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