(Translation)

Securities Code: 8068
April 6, 2015

NOTICE OF THE 55TH ANNUAL SHAREHOLDERS’ MEETING

Dear Shareholders,
I would like to invite you to attend the 55th 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 27 (Monday), 2015.
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 28 (Tuesday), 2015
(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 55th term (from February 1, 2014 to January 31, 2015)-1-

2. The non-consolidated financial statements for the 55th term(from February 1, 2014 to January 31, 2015)
Matters to be proposed:*

Proposal No. 1

Appropriation of Surplus

Proposal No. 2

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, theconsolidated 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.

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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:
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 55th 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 ¥378,556,425.
(3) Effective date of dividend distribution
April 30, 2015

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Proposal No. 2: Election of Eight (8) Directors
The term of office of all five (5) Directors will expire at the conclusion of this Annual
Shareholders’ Meeting. Accordingly, we propose that eight (8) Directors (including two (2)outside Directors) be elected, with the addition of two (2) Directors to strengthen the
management structure and one (1) outside Director to strengthen further the supervisory andadvisory functions for all aspects of management and increase management transparency.
The candidates’ profiles are provided below.

No.

Name
(date of birth)1

Kenhachiro
Ogawa(January 8, 1945)

Career summary and position and responsibilities at theCompany (status of important concurrent occupations or
positions at other organizations)Sep. 1963 Joined Ryoyo Electro
May 1982 General Manager, Accounting Dept.
Apr. 1984 Director & General Manager, Accounting
Dept. and Administration Dept.
Apr. 1989 Managing Director in charge of General
Affairs & Human Resources Div. andGeneral Manager, Administration Div.
Jul. 1995 Senior Managing Director in charge ofComputer System Products Sales Div. andInformation Technology Dept.
Apr. 1999 Representative Director & Senior Managing
Director in charge of Computer System
Products Sales and Electronic Devices Sales
Apr. 2006 Representative Director & Executive Vice
President in charge of Computer System
Products Sales
Aug. 2006 Representative Director & Executive Vice
President in charge of all sales andtechnology divisions
Apr. 2008 President & CEO
Apr. 2013 Representative Director, Chairman & CEO(incumbent)-4-

Number of theCompany’s
shares held

85,816No.

Name(date of birth)

2

Takayoshi
Oouchi(June 21, 1956)

Career summary and position and responsibilities at theCompany (status of important concurrent occupations or
positions at other organizations)Apr. 1980 Joined Ryoyo Electro
In charge of Electronic Devices Sales andSemiconductor Electronic Devices Sales
Aug. 2001 General Manager, Sales Dept., Computer
System Products Div. II
Aug. 2005 General Manager, Computer System
Products Div. II
Feb. 2007 Executive General Manager & General
Manager, Computer System Products Div. II
Aug. 2007 Executive General Manager & Deputy
General Manager, Corporate Strategy Div.
(concurrent)
Apr. 2008 Director in charge of Computer System
Products Sales, Semiconductor Technology,
Computer System Products Technology and
New Market Development Project (currently
New Business Div.)
Jul. 2011
Director & Deputy General Manager,
Embedded Div. (currently Intelligent System
Sales Div.) (concurrent)
Apr. 2012 Director & Head, Eastern Region(concurrent)
Nov. 2012 Managing Director & Head, Eastern Region
and Deputy General Manager, Intelligent
System Sales Div. (concurrent)
Dec. 2012 Managing Director in charge of Sales andTechnology
Apr. 2013 President & COO (incumbent)-5-

Number of theCompany’s
shares held

6,300

No.

Name
(date of birth)

3

Yutaka Horikiri(June 28, 1951)

Career summary and position and responsibilities at theCompany (status of important concurrent occupations or
positions 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 & General
Manager, Accounting Dept.
Apr. 2003 Director in charge of Accounting Div. andInformation Technology Dept.
Feb. 2009 Director in charge of Accounting Div. and
CSR Promotion Div.
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
Officer and General Manager,
Administration Div., Corporate Strategy Div.
and CSR Promotion Div.
Feb. 2015 Director & Senior Managing Executive
Officer and General Manager, Corporate
Strategy Div. (incumbent)-6-

Number of theCompany’s
shares held

4,000

No.

Name
(date of birth)

4

Nobuo Kikutsugi(March 11, 1955)

Career summary and position and responsibilities at theCompany (status of important concurrent occupations or
positions at other organizations)Apr. 1978 Joined Ryoyo Electro
Mar. 1997 General Manager, Semiconductor Sales
Dept. II
Aug. 2006 General Manager, Osaka BranchAug. 2007 Executive General Manager & Head,
Western Region and General Manager,
Osaka Branch
Apr. 2008 Director & Head, Western Region andGeneral Manager, Osaka Branch
Feb. 2009 Director in charge of Corporate Strategy Div.
and Information Technology Dept. and Head,
Western Region
Feb. 2010 Director in charge of Imported
Semiconductor Sales and General Manager,
Semiconductor Sales Div. I and Corporate
Strategy Div.
Apr. 2011
Managing Director in charge of Imported
Semiconductor Sales and General Manager,
Semiconductor Sales Div. I
Feb. 2012 Managing Director in charge of Imported
Semiconductor Sales and General Manager,
Semiconductor Sales Div. I and Intelligent
System Sales Div.
Feb. 2014 Director & Managing Executive Officer incharge of Overseas Semiconductor Sales
Div. and General Manager, Semiconductor
Sales Div. I and Intelligent System Sales Div.
Oct. 2014 Director & Managing Executive Officer incharge of Overseas Semiconductor Sales
Div. and Western Region and General
Manager, Semiconductor Sales Div. I andIntelligent System Sales Div.
Feb. 2015 Director & Managing Executive Officer incharge of Overseas Semiconductor Sales
Div., Intelligent System Sales Div., Western
Region and General Manager,
Semiconductor Sales Div. I (incumbent)-7-

Number of theCompany’s
shares held

7,695

No.

Name
(date of birth)5*Kenjiro
Kobayashi(January 31,
1953)

6

*Masaaki Tanabe(October 18,
1959)

Career summary and position and responsibilities at theCompany (status of important concurrent occupations or
positions at other organizations)Apr. 1971 Joined Mitsubishi Electric Corporation
Apr. 2010 Seconded to Ryoyo Electro as Deputy
General Manager, Semiconductor Sales Div.
II
Feb. 2011
Executive General Manager & General
Manager, Semiconductor Sales Div. II andHead, Kanto Region
Apr. 2011
Joined Ryoyo Electro
Feb. 2014 Senior Executive General Manager &General Manager, Semiconductor Sales Div.
II and Head, Kanto Region
Oct. 2014 Senior Executive General Manager in chargeof Domestic Semiconductor Sales andGeneral Manager, Semiconductor Sales Div.
II and Head, Eastern Region
Feb. 2015 Senior Executive General Manager in chargeof Domestic Semiconductor Sales andDomestic Semiconductor Business
Promotion Div. and General Manager,
Semiconductor Sales Div. II and Head,
Eastern Region (incumbent)
Apr. 1980 Joined Ryoyo Electro
Aug. 2003 General Manager, Sales Administration
Dept., Computer System Products Sales
Jun. 2009 General Manager, Computer System
Products Div. I
Feb. 2011
Executive General Manager & General
Manager, Computer System Products Div. I
Feb. 2014 Senior Executive General Manager &General Manager, Computer System
Products Div. I
Apr. 2015 Senior Executive General Manager &General Manager, Computer System
Products Div. I and Global Business
Promotion Div. (incumbent)-8-

Number of theCompany’s
shares held

2,700

4,800

No.

Name
(date of birth)7

Yoshiharu
Hayakawa(February 23,
1948)

8

*Tsumiko
Nakahara(November 9,
1966)Career summary and position and responsibilities at theCompany (status of important concurrent occupations or
positions at other organizations)Aug. 1973 Registered as Certified Public Accountant
Apr. 1985 Representative Director, Chuo Coopers andLybrand 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.
(incumbent)
Apr. 2013 Outside Director, Ryoyo Electro (incumbent)
Jun. 2014 Outside Director, Sanrio Company, Ltd.
(incumbent)(Status of important concurrent occupations or positions atother organizations)Representative, Kasumi Empowerment Research Institute
External Director, Kakaku.com, Inc.
Outside Director, Sanrio Company, Ltd.
Apr. 1990 Joined Tokio Marine & Fire Insurance Co.,
Ltd. (currently Tokio Marine & Nichido Fire
Insurance Co., Ltd.)
1993 Translation work and others
Oct. 2000 Registered as attorney (Yokohama Bar
Association)
Dec. 2000 Joined Shoji Nihei Law Office (currently
Yokohama Kannai Law Office)Apr. 2007 Established Yokohama Kaikou Law Firm
Apr. 2013 Domestic Relations Conciliation
Commissioner, Yokohama Family Court(Status of important concurrent occupations or positions atother organizations)
Attorney, Yokohama Kaikou Law Firm

Number of theCompany’s
shares held

Notes: 1. There are no special interests between the Company and these candidates for Director.
2. * Indicates new candidate.
3. Yoshiharu Hayakawa and Tsumiko Nakahara are candidates for outside Director.
4. Reasons for recommending Yoshiharu Hayakawa and Tsumiko Nakahara as candidates foroutside Director are as follows.
Yoshiharu Hayakawa has expert knowledge as a certified public accountant, as well as

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extensive experience and broad insight as a management consultant. We believe that he issuitable for outside Director, and that he will execute the duties of his office appropriately.
Tsumiko Nakahara has engaged in activities as an attorney for many years and acquired
highly professional insight into overall corporate legal affairs based on her scholarly wisdom
and professional experiences. Furthermore, although she has not been involved in company
management including at the Company, she gained extensive practical experience at regularcompanies before she became an attorney. Therefore, we believe that she is suitable foroutside Director, and that she will execute the duties of her office appropriately.
5. Agreements for limitation of liability concluded with outside Directors are outlined below.
Currently, the Company has concluded an agreement for limitation of liability with
Yoshiharu Hayakawa in accordance with the provisions of Article 27 of the Articles ofIncorporation. Provided that the proposal of his reelection as Director is approved, theCompany will maintain the agreement that offers limitation of liability with him.
The Company also intends to conclude an agreement for limitation of liability with Tsumiko
Nakahara provided that she is elected as outside Director.
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 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.
6. Yoshiharu Hayakawa will have served as outside Director for two (2) years at the conclusionof this Meeting.
7. The Company intends to give notice of Yoshiharu Hayakawa and Tsumiko Nakahara toTokyo Stock Exchange, Inc. as independent directors.
8. 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- 10 -

(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 the
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 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.

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