(Translation)

Securities Code: 8068
April 5, 2016

NOTICE OF THE 56TH ANNUAL SHAREHOLDERS’ MEETING

Dear Shareholders,
I would like to invite you to attend the 56th 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 in writing or via the Internet. Please peruse the attached
Reference Documents for Annual Shareholders’ Meeting and exercise your voting rights byreturning the enclosed Exercise Voting Rights Form with your selections to us, or byaccessing the Website for Exercising Voting Rights designated by us (http://www.evote.jp)
and inputting your selections, by 5:30 p.m. on April 26 (Tuesday), 2016.
Sincerely yours,Takayoshi Oouchi
President & COO
Ryoyo Electro Corporation
1-12-22 Tsukiji, Chuo-ku, Tokyo

1. Date and Time:

10:00 a.m. on April 27 (Wednesday), 2016
(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 56th term (from February 1, 2015 to January 31, 2016)-1-2. The non-consolidated financial statements for the 56th term(from February 1, 2015 to January 31, 2016)
Matters to be proposed:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of One (1) Director

Proposal No. 3

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 (http://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.

-2-Reference Documents for Annual Shareholders’ MeetingProposal No. 1: Appropriation of Surplus
We propose that surplus be appropriated in the following manner:
Matters related to year-end dividendWith a stable dividend to our valued shareholders as a base and generally taking into
consideration business performance for the term under review, retained earnings set aside for
future plans for business development, and other factors, we propose that the year-end
dividend for the 56th term be as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property and its aggregate amount¥15 per share;
Including the interim dividend, the dividend for the full year will be ¥30 per share, andthe aggregate amount of dividend will be ¥369,540,135.
(3) Effective date of dividend distribution
April 28, 2016

-3-Proposal No. 2: Election of One (1) Director
Incumbent Directors are eight (8), but Mr. Yutaka Horikiri will resign as Director at theconclusion of this Annual Shareholders’ Meeting (we propose his election as Audit &Supervisory Board Member in Proposal No. 3). Accordingly, we propose the election of one(1) Director in order to fill the vacant position of Director. The term of office of newly
elected Director runs until the conclusion of the 57th Annual Shareholders’ Meeting to beheld in April 2017, when the term of office of other serving Directors expires, as stipulated
in Article 22 of the Company’s Articles of Incorporation.
The candidate’s profile is provided below.

Name(date of birth)<New candidate>
Kiyoshi Waki
(October 22,1959)

Career summary and positions and responsibilities at theCompany (status of important concurrent occupations orpositions at other organizations)Apr. 1983 Joined The Mitsubishi Bank, Limited.
(currently The Bank of Tokyo-Mitsubishi UFJ,Ltd.)
Nov. 2011
Seconded to Ryoyo Electro as GeneralManager, Corporate Strategy Div.
Feb. 2012 Executive General Manager, Corporate
Strategy Div. and Executive Deputy GeneralManager, Overseas Marketing Div.
Apr. 2012 Joined Ryoyo Electro
Nov. 2012 Executive General Manager, Overseas
Marketing Div.
Feb. 2014 Senior Executive General Manager, Overseas
Marketing Div.
Oct. 2014 Registered as U.S. Certified Public Accountant
Feb. 2015 Senior Executive General Manager,
Administration Div., Overseas Marketing Div.,in charge of CSR Dept.
Nov. 2015 Senior Executive General Manager,
Administration Div., in charge of CSR Dept.
Feb. 2016 Senior Executive General Manager,Administration Div., General Manager ofAccounting Dept., Administration Div., incharge of CSR Dept. (incumbent)

Note: There is no special interest between the Company and the candidate for Director.

-4-

Number of theCompany’s shares
held

5,000

Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members
As the term of office of all four (4) Audit & Supervisory Board Members will expire at theconclusion of this Annual Shareholders’ Meeting, we propose to elect four (4) Audit &Supervisory Board Members.
We have obtained the consent of the Audit & Supervisory Board for this proposal.
The candidates’ profiles are provided below.

No.

Name(date of birth)

1<New candidate>
Yutaka Horikiri(June 28, 1951)

Career summary and positions at the Company(status of important concurrent occupations orpositions at other organizations)Apr. 1975 Joined Taiyo Mutual Life Insurance(currently Taiyo Life Insurance)
Jul. 1989 Joined Ryoyo Electro
Feb. 2000 General Manager, Accounting Dept.
Apr. 2001 Executive General Manager, Accounting
Dept.
Apr. 2003 Director in charge of Accounting Div. andInformation Technology Dept.
Apr. 2009 Managing Director in charge of General
Affairs & Human Resources Div.,
Accounting Div. and CSR Promotion Div.
Apr. 2011
Senior Managing Director & General
Manager, Administration Div., Corporate
Strategy Div. and CSR Promotion Div.
Feb. 2014 Director & Senior Managing Executive
General Manager, Administration Div.,
Corporate Strategy Div. and CSR Promotion
Div.
Feb. 2016 Director & Senior Managing Executive
Officer in charge of Corporate Strategy Div.
(incumbent)-5-

Number of theCompany’s
shares held

4,000

No.

Name(date of birth)

2<Reelection>
Ryoji Kimura(October 15,1950)[Term of office:4 years]

3<Reelection>
Tsutomu Nobechi(March 13, 1950)[Term of office:4 years]

Career summary and positions at the Company(status of important concurrent occupations orpositions at other organizations)Apr. 1980 Registered as Attorney (Yokohama BarAssociation)
Apr. 1983 Established Ryoji Kimura Law Office
Apr. 2006 President, Yokohama Bar Association
Jun. 2007 Committee Member, Fairness Committee,
Yokohama National University (incumbent)
Apr. 2008 Vice President, Japan Federation of Bar
Associations
Apr. 2012 Head, Kanagawa District Office, Japan Legal
Support Center (incumbent)
Outside Audit & Supervisory Board
Member, Ryoyo Electro (incumbent)(Status of important concurrent occupations or positions atother organizations)
Attorney, Ryoji Kimura Law Office
Apr. 1972 Joined Chuo Audit Corporation
Sep. 1975 Registered as Certified Public Accountant
Jun. 1988 Representative Partner, Chuo Audit
Corporation
Aug. 2006 Established Nobechi Certified PublicAccountant Firm
Feb. 2007 Representative Partner, Grant Thornton
Taiyo ASG (currently Grant Thornton TaiyoLLC)
Oct. 2007 Corporate Auditor, Uchida Yoko Co., Ltd.
(incumbent)
Apr. 2012 Outside Audit & Supervisory Board
Member, Ryoyo Electro (incumbent)
Aug. 2013 Partner, Grant Thornton Taiyo ASG LLC(currently Grant Thornton Taiyo LLC)
Aug. 2015 Representative, Grant Thornton Taiyo LLC(incumbent)(Status of important concurrent occupations or positions atother organizations)
Corporate Auditor, Uchida Yoko Co., Ltd.

-6-

Number of theCompany’s
shares held

00

No.

Name
(date of birth)

4<New candidate>
Kazumi Akiyama(March 13, 1955)

Number of theCareer summary and positions at the Company
Company’s(status of important concurrent occupations orshares held
positions at other organizations)Apr. 1978 Joined Ministry of FinanceJul. 1997 Director of Special Coordination Division,
Planning and Coordination Bureau, National
Land Agency
Jul. 2006 Director-General, Shikoku Local Finance
Bureau, Ministry of FinanceJun. 2007 Director-General, Nagoya Regional Taxation
Bureau, National Tax Agency, Ministry ofFinanceJun. 2008 Assistant Vice-Minister, Minister’s
Secretariat, Ministry of Land, Infrastructure,
Transport and Tourism and Councillor,
0Cabinet Secretariat
Jul. 2010 Director-General, Yokohama Customs,
Ministry of FinanceJun. 2011
Audit & Supervisory Board Member, East
Nippon Expressway Company Limited
Oct. 2014 Joined Mitsubishi-Hitachi Metals Machinery,Inc. (currently Primetals Technologies Japan,Ltd.) as Assistant to Director (incumbent)(Status of important concurrent occupations or positions atother organizations)
Assistant to Director, Primetals Technologies Japan, Ltd.

Notes: 1. There are no special interests between the Company and these candidates for Audit &Supervisory Board Member.
2. The term of office of candidates up for reelection indicates the period from the time when
they assumed their office to the conclusion of this Annual Shareholders’ Meeting.
3. Ryoji Kimura, Tsutomu Nobechi and Kazumi Akiyama are candidates for outside Audit &Supervisory Board Member.
4. Reasons for recommending each candidate for Audit & Supervisory Board Member are asfollows.
- Yutaka Horikiri has gained accounting and management experience in the Company’s
Administration Div. and Corporate Strategy Div., and has considerable knowledge
regarding finance and accounting based on that experience. We believe that he is suitablefor Audit & Supervisory Board Member, and that he will execute the duties of his office
appropriately if he assumes his office as Audit & Supervisory Board Member of the-7-Company. Although he currently serves as a Director of the Company, he will retire uponhis resignation from the position of Director as of the conclusion of this Annual
Shareholders’ Meeting.
- Ryoji Kimura has engaged in activities as an attorney for many years. He has acquired
highly professional insight into overall corporate legal affairs based on his scholarly
wisdom and professional experiences. We believe that he is suitable for outside Audit &Supervisory Board Member, and that he will execute the duties of his office appropriately.
- Tsutomu Nobechi has had many years of employment at audit corporations and has
considerable insight into financial and accounting matters. We believe that he is suitablefor outside Audit & Supervisory Board Member, and that he will execute the duties of hisoffice appropriately.
- Kazumi Akiyama has a wealth of insight based on many years of employment experienceat central government offices. We believe that he is suitable for outside Audit &Supervisory Board Member, and that he will execute the duties of his office appropriately
if he assumes his office as outside Audit & Supervisory Board Member of the Company.
5. 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 Tsutomu Nobechi in accordance with the provisions of Article 34 ofthe 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 an agreement for limitation of liability with Kazumi
Akiyama provided that he 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.
6. The Company has given notice of Ryoji Kimura and Tsutomu Nobechi to Tokyo Stock-8-Exchange, Inc. as independent audit & supervisory board members. Also, Kazumi Akiyama
satisfies the independent audit & supervisory board member requirements pursuant to theprovisions of Tokyo Stock Exchange, Inc., and the Company intends to give notice of him as
an independent audit & supervisory board member to the said exchange.
7. 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 such a 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 thecase of an institutional shareholder, this shall apply to business executives at such 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 from theRyoyo 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 mostrecent fiscal year.
*2. This signifies an attorney, a certified public accountant, a certified public tax
accountant, a judicial scrivener, a consultant or an advisor.

-9-