(Translation)

Securities Code: 8068
April 2, 2014

NOTICE OF THE 54TH ANNUAL SHAREHOLDERS’ MEETING

Dear Shareholders,
I would like to invite you to attend the 54th Annual Shareholders’ Meeting to be held as
described hereunder.
If you are unable to attend this meeting in person, you may exercise your voting rights inwriting. Please peruse the attached Reference Documents for Annual Shareholders’ Meeting
and return the enclosed Exercise Voting Rights Form with your selections to us by 5:30 p.m.
on April 23 (Wednesday), 2014.
Sincerely yours,
Takayoshi OouchiPresident & COO
Ryoyo Electro Corporation
1-12-22 Tsukiji, Chuo-ku, Tokyo

1. Date and Time:

10:00 a.m. on April 24 (Thursday), 2014(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 54th term (from February 1, 2013 to January 31, 2014)
2. The non-consolidated financial statements for the 54th term(from February 1, 2013 to January 31, 2014)-1-Matters to be proposed:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Partial Amendments to Articles of Incorporation*

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

We will post any modification to the reference documents, the business report, the consolidated

Voting Rights Form at the reception desk on the above-mentioned date.
financial statements and the non-consolidated financial statements on our corporate website(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’ 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 54th 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 ¥378,390,900.
(3) Effective date of dividend distribution
April 25, 2014

-3-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 add to the business purposes mentioned in “Purposes” (Article 2 of theArticles of Incorporation) as necessary.
Also, the numbering of the provisions will be changed in accordance to the addition ofpurposes.
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)

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) Staffing services business related to each of
the preceding paragraphs.
(7) (Same as at present)(6) (Description omitted)-4-