(Translation)

Securities Code: 8068
April 4, 2022

NOTICE OF THE 62ND ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders,
I would like to announce the 62nd Annual Shareholders’ Meeting to be held as describedhereunder.
For shareholders, in view of the risk of infection by the novel coronavirus disease(COVID-19), 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.) as follows. Please
review the attached Reference Documents for Annual Shareholders’ Meeting, and exercise
your voting rights.
If you decide not to attend this Annual Shareholders’ Meeting in person, you may exercise
your voting rights using either of the following methods.
[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 25 (Monday), 2022.
[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 25 (Monday), 2022.
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) 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 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 26 (Tuesday), 2022
(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 62nd term (from February 1, 2021 to January 31, 2022)
2. The non-consolidated financial statements for the 62nd term(from February 1, 2021 to January 31, 2022)-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

Proposal No. 4

Election of Accounting Auditor*

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.
*Please note that no gifts will be offered for the shareholders attending the meeting. Thank you foryour understanding.
Our corporate website (https://www.ryoyo.co.jp/ir/shareholders-meeting/)

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:
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 62nd term be as follows:
Type of dividend property

Cash

Allotment of dividend property and¥60 per common share of the Company

its aggregate amount

Total dividends: ¥1,190,689,380
As we paid an interim dividend of ¥60
per share, the annual dividend for the
fiscal year under review will be ¥120 per
share.

Effective date of dividend distribution

April 27, 2022

<Reference> Basic policy regarding the distribution of profit
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%.

-4-

Proposal No. 2: Partial Amendments to Articles of Incorporation
1. Reason for proposal
Since the revised provisions provided for in a proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be
enforced on September 1, 2022, the Company proposes to make the following changes to its
Articles of Incorporation in preparation for the introduction of the system for providing
informational materials for the shareholders’ meeting in electronic format.
(1) Article 16, paragraph 1 in “Proposed Amendments” below will stipulate that theCompany shall take measures for providing information that constitutes the content ofreference documents for the shareholders’ meeting, etc. in electronic format.
(2) Article 16, paragraph 2 in “Proposed Amendments” below will establish the provision tolimit the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents.
(3) Since the provision for Internet Disclosure and Deemed Provision of Reference
Documents for the Shareholders’ Meeting, Etc. (Article 16 of the current Articles ofIncorporation) will no longer be required, they will be deleted.
(4) Accompanying the aforementioned new establishment and deletion, supplementaryprovisions regarding the effective date, etc. will be established.
2.

Details of amendments

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

Proposed Amendments

Article 16. (Internet Disclosure and Deemed
Provision of Reference Documents for the
Shareholders’ Meeting, Etc.)
When the Company convenes a shareholders’meeting, if it discloses information that is to bestated or presented in the reference documents
for the shareholders’ meeting, business report,
financial statements and consolidated financial(Deleted)-5-

Current Articles of Incorporation

Proposed Amendments

statements through the internet in accordancewith the provisions prescribed by the Ministry ofJustice Order, it may be deemed that theCompany has provided this information toshareholders.
(To be newly instituted)

Article 16 (Measures for Providing
Information in Electronic Format,
Etc.)
1. When the Company convenes a shareholders’meeting, it shall take measures for providing
information that constitutes the content ofreference documents for the shareholders’meeting, etc. in electronic format.
2. Among items for which the measures forproviding information in electronic format
will be taken, the Company may exclude all orsome of those items designated by the
Ministry of Justice Order from statements inthe paper-based documents to be delivered toshareholders who requested the delivery of
paper-based documents by the record date ofvoting rights.

(To be newly instituted)(Supplementary Provisions)
1. The deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference
Documents for the Shareholders’ Meeting,Etc.) of the Articles of Incorporation prior to
the amendments and the new establishment of
Article 16 (Measures for Providing
Information in Electronic Format, Etc.) shallbe effective from the date of enforcement of
the revised provisions provided for in theproviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of-6-Current Articles of Incorporation

Proposed Amendments
Enforcement”).
2. Notwithstanding the provision of thepreceding paragraph, Article 16 of the Articles
of Incorporation prior to the amendments shallremain effective regarding any shareholders’meeting held on a date within six (6) months
from the Date of Enforcement.
3. These Supplementary Provisions shall bedeleted on the date when six (6) months haveelapsed from the Date of Enforcement or three(3) months have elapsed from the date of theshareholders’ meeting in the preceding
paragraph, whichever is later.

-7-

Proposal No. 3: Election of Eight (8) Directors
The tenure of all seven (7) Directors will expire at the conclusion of this Annual
Shareholders’ Meeting. In addition, Outside Director Yoshiharu Hayakawa passed away on
December 9, 2021, and retired from the Board of Directors on the same date. Therefore, inorder to strengthen the supervisory and advisory functions for overall management and toincrease the transparency of management, the Company proposes to increase the number of
Outside Directors by one (1), thereby proposing the election of eight (8) Directors.
The candidates’ profiles are provided below.
Attribute ofcandidate

Attendance to theCurrent positions at
Meetings of thethe Company
Board of Directors(FY2021)

1

Moritaka
Nakamura

Reelection

Representative
Director, President& Chief Executive
Officer

13/13
100%

2

Kiyoshi Waki

Reelection

Director &Managing
Executive Officer

13/13
100%

3

Osamu SanoManaging
New candidate Executive Officer–

4

Daisuke AguroManaging
New candidate Executive Officer–

5

Shinya Takada

OutsideCandidatenumberName

Reelection
Outside Director

13/13
100%

Outside Director

13/13
100%

Outside Director

13/13
100%

Independent
Reelection
6

Masumi Shiraishi

OutsideIndependent
Reelection

7

Masashi Oba

OutsideIndependent-8-

Candidate
numberName

Attribute ofcandidate

Attendance to theCurrent positions at
Meetings of thethe Company
Board of Directors(FY2021)

New candidate
8

Michiko Aoki–

Outside–Independent
Reelection:

Candidate for Director to be reelected

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.

-9-

<Reference> Skills Matrix of Candidates for Director
Area of expertise the Company expects from candidates
Candidatenumber

1

Name

Moritaka
Nakamura

Corporate
management

Finance/accounting/capitalpolicy●●●2

Kiyoshi Waki●

3

Osamu Sano●

4

Daisuke Aguro

●

●

5

Shinya Takada

●

●

6

Masumi Shiraishi

7

Masashi Oba●

8Michiko Aoki

●

Note:

for Directors in particular
Human
Legal
resources
affairs/
develop- Sales/
Techriskment/marketnology
manage- personnel
ing
ment
management

●

●

●

●

●

●

●

Overseasbusiness

DX

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

The above indicates the skills and expertise that are particularly expected to eachcandidate and is not an indication of all of the skills and expert knowledge
possessed by the candidate.

- 10 -

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

25,9004 years
13/13

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 career thus far, 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 andaccordingly proposes his reelection as a Director of the Company.

- 11 -

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

17,8006 years
13/13

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
Apr. 2012

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

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.
Feb. 2022
Director & Managing Executive Officer in charge of Internal Auditing Dept., CSR
Dept., and Special Assignment (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.

- 12 -

No. 3<New candidate>

Osamu Sano
(April 2, 1963)

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

3,500
–
–

Career summary and positions and responsibilities at the Company
Apr. 1985
Joined Ryoyo Electro
Feb. 2005

Assistant General Manager, Information Technology Dept.

Aug. 2007

General Manager, Information Technology Dept.

Nov. 2011

General Manager, Computer System Technology Dept., Engineering Div.

Feb. 2014

Deputy General Manager, Engineering Div.

Feb. 2016

General Manager, Engineering Div.

Mar. 2018

General Manager, Strategic Technology Development Div.

Feb. 2019

Executive Officer & General Manager, Strategic Technology Development Div.

Nov. 2020

Executive Officer & General Manager, Strategic Technology Development Div. andApplication Development Dept. 1
Feb. 2021
Managing Executive Officer in charge of Strategic Technology Development Div.,
General Manager, Strategic Technology Development Div. and Application
Development Dept. 2
Feb. 2022
Managing Executive Officer in charge of Strategic Technology Development Div.,
General Manager, Strategic Technology Development Div., Application Development
Dept. 1 and Application Development Dept. 2 (incumbent)
Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Director
Since joining Ryoyo Electro, he has held key positions in the Company’s technology division formany years, and has extensive experience and broad knowledge of all aspects of technology and IT
strategy. For these reasons, the Company believes that he is a suitable candidate capable of improving
its corporate value and accordingly proposes newly his election as a Director of the Company.

- 13 -

No. 4<New candidate>

Daisuke Aguro(May 12, 1967)

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

200
–
–

Career summary and positions and responsibilities at the Company
Apr. 1991
Joined Ryoyo Electro
Aug. 1994

Overseas Marketing Dept.

Feb. 1996

Ryoyo Electro Hong Kong Limited

Sept. 2001

Managing Director, Ryoyo Electro Hong Kong Limited

Dec. 2008

General Manager, Asia Marketing Dept., Overseas Marketing Div.

Jul. 2012Managing Director, Ryoyo Electro Hong Kong Limited

Nov. 2013

General Manager of Greater China

Mar. 2018

Deputy General Manager, Overseas Strategy Headquarters, General Manager of Greater
China
Managing Director, Ryoyo Electro (Shanghai) Co., Ltd.
Executive Officer & General Manager, Semiconductor & Device Div.

Feb. 2021
Feb. 2022

Managing Executive Officer in charge of Semiconductor & Device Div., General
Manager, Semiconductor & Device Div. (incumbent)
Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Director
Since joining Ryoyo Electro, he has held key positions in the Company’s overseas subsidiaries andserved as the General Manager of Greater China for Hong Kong, Shanghai, Dalian, Shenzhen, andTaiwan, acquiring extensive experience in the semiconductor business with a focus on overseas
strategies. For these reasons, the Company believes that he is a suitable candidate capable ofimproving its corporate value and accordingly proposes newly his election as a Director of theCompany.

- 14 -

No. 5<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
2 years
13/13

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 and overview of expected role
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 can be expected to play a role in strengthening its corporate governanceand improving its corporate value and accordingly proposes his reelection as an outside Director of
the Company.

- 15 -

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
3 years
13/13

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

Senior Researcher, NLI Research InstituteApr. 2006

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

Apr. 2007
Jun. 2013

Outside Director, Asahi Kasei Corp.

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 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 and overview of expected role
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 can be expected to play a role in strengthening its corporate
governance and improving its corporate value and accordingly proposes her reelection as an outside
Director of the Company.

- 16 -

No. 7<Reelection/Outside/Independent>

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
2 years
13/13

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)

Jul. 2021

Outside Director, State Street Trust and Banking Co., Ltd. (incumbent)

Status of important concurrent occupations or positions at other organizations
Outside Director, State Street Trust and Banking Co., Ltd.
Reasons for nominating the candidate for outside Director and overview of expected role
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 can be expected to play a role in strengthening its corporate governanceand improving its corporate value and accordingly proposes his reelection as an outside Director of
the Company.

- 17 -

<New
candidate/Outside/Independent>

No. 8

Michiko Aoki
(September 1, 1968)

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

0––Career summary and positions and responsibilities at the Company
Apr. 1994
Joined Tokio Marine & Fire Insurance Co., Ltd. (currently Tokio Marine & Nichido
Fire Insurance Co., Ltd.)
Dec. 2006
Joined COACH A Co., Ltd.
Mar. 2013

Professional Certified Coach (PCC), certified by the International Coaching Federation

Jan. 2017

Seconded to COACH A (Thailand) Co., Ltd.

Mar. 2018

Master Coach, certified by the Foundation of the Global Life Learning Center

Mar. 2021

Managing Director, COACH A Co., Ltd. (incumbent)

Status of important concurrent occupations or positions at other organizations
Managing Director, COACH A Co., Ltd.
Reasons for nominating the candidate for outside Director and overview of expected role
In addition to her previous experience in product planning departments, she has a strong track recordin human resource development at a human resource development company. For these reasons, theCompany believes that she can be expected to play a role in strengthening its corporate governanceand improving its corporate value and accordingly proposes newly her election as an outside Directorof 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, 2022 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 23 of the Company’s Articles of Incorporation.
3. Shinya Takada, Masumi Shiraishi, Masashi Oba and Michiko Aoki are candidates for outside
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 Shinya Takada, Masumi Shiraishi and Masashi Oba in accordance with the provisionsof Article 27 of the Articles of Incorporation. Provided that the proposal of their reelection as
Director is approved, the Company will maintain the agreements that offer limitation of
liability with them.
The Company also intends to conclude the same agreement for limitation of liability with
Michiko Aoki provided that she is elected as outside Director.
Outline of the agreements for limitation of liability is as follows.

- 18 -

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 Company has entered into a directors and officers liability insurance policy with aninsurance company as provided for in Article 430-3, Paragraph 1 of the Companies Act. The
insured persons under the policy are the Company’s officers, etc. The policy covers
economic losses incurred by an insured person from claims for damages arising from theperformance of duties as an officer, etc. of the Company. However, as measures to ensurethat the proper performance of duties of officers, etc. is not impaired, the policy does notcover damages resulting from breach of faith or criminal acts or damages caused by the
insured persons in cases where they have intentionally committed illegal acts. If the electionof each candidate for Director is approved, each candidate will be included as an insured
person in the policy.
In addition, when the policy is renewed, the Company plans to renew the policy with thesame terms.
6. The Company has given notice of Shinya Takada, Masumi Shiraishi and Masashi Oba to
Tokyo Stock Exchange, Inc. as independent directors. Provided that the proposal of theirreelection as Director is approved, the Company plans for their appointment as independent
directors to continue. Also, Michiko Aoki satisfies the independent director requirements
pursuant to the provisions of Tokyo Stock Exchange, Inc., and the Company intends to givenotice of her as an independent director to the said exchange provided that she is elected as
outside Director.

- 19 -

(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.

- 20 -

Proposal No. 4: Election of Accounting Auditor
The term of office of the Accounting Auditor KPMG AZSA LLC will expire at theconclusion of this annual shareholders’ meeting, and the Company therefore requests
approval for the appointment of Seiyo Audit Corporation as the Accounting Auditor, as
determined by the Audit & Supervisory Board.
The Audit & Supervisory Board selected Seiyo Audit Corporation as a candidate for the
position of Accounting Auditor having comprehensively considered the professional
capabilities, independence, professional ethics and quality control system required of an
Accounting Auditor and its audit fees, etc. Consequently, we have judged the firm to beappropriate as the Company’s Accounting Auditor.
The profile of the candidate for the Company’s Accounting Auditor is provided below.
(As of January 31, 2022)
Name
Location of principal
officeCorporate history

Seiyo Audit Corporation
2nd Floor, Nishi-Shimbashi Annex Building
1-22-10 Nishi-Shimbashi, Minato-ku, Tokyo
February 2011

FoundedJuly 2016

Merged with Kudan Audit Corporation

December 2018

Joined Baker Tilly International, headquartered in the UK

Amount of capital ¥16.5 million
Number of
employees

Partners

Representative partners: 14, Partners: 5

Employees

CPA: 60
Passers of Certified Public Accountant
Exam: 2Other: 7

General corporate
description

Number of clients Companies subject to audit pursuant to the Financial
Instruments and Exchange Law and the Companies Act:
15
Companies subject to audit pursuant to the Companies
Act: 23
Companies subject to other audits, etc.: 39- 21 -