(Translation)

Securities Code: 8068
April 4, 2023

NOTICE OF THE 63RD ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders,
I would like to announce the 63rd Annual Shareholders’ Meeting to be held as describedhereunder.
When convening this general meeting of shareholders, the Company takes measures forproviding information that constitutes the content of Reference Documents for Annual
Shareholders’ Meeting, etc. (items for which measures for providing information inelectronic format are to be taken) in electronic format, and it posts this information as the“Notice of the 63rd Annual Shareholders’ Meeting” on the Company’s website. Please
access the Company’s website by using the internet address shown below to review the
information.
Our corporate website:
https://www.ryoyo.co.jp/ir/shareholders-meeting/ (in Japanese)
https://www.ryoyo.co.jp/en/ir-library/ (in English)
In addition to posting items subject to measures for electronic provision on the website listed
above, the Company also posts this information on the website of Tokyo Stock Exchange,
Inc. (TSE). Access the TSE website by using the internet address shown below, enter“Ryoyo Electro” in “Issue name (company name)” or the Company’s securities code “8068”
in “Code,” and click “Search.” Then, click “Basic information” and select “Documents for
public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show-1-

If you are unable to attend this Annual Shareholders’ Meeting (the “Meeting”) in person,
you may exercise your voting rights via the Internet or by writing. Please review theattached Reference Documents for Annual Shareholders’ Meeting and exercise your voting
rights no later than 5:30 p.m., Tuesday, April 25, 2023 (Japan Standard Time).

[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 (Tuesday), 2023.
[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/) (in Japanese only) and inputting your selections,by 5:30 p.m. on April 25 (Tuesday), 2023.
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-2-

1. Date and Time:

10:00 a.m. on April 26 (Wednesday), 2023
(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 63rd term (from February 1, 2022, to January 31, 2023)
2. The non-consolidated financial statements for the 63rd term(from February 1, 2022, to January 31, 2023)

Matters to be proposed:*

Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Seven (7) Directors

When attending the Meeting in person, shareholders are requested to submit the Exercise Voting
Rights Form at the reception desk on the above-mentioned date.

*

If revisions to the items subject to measures for electronic provision arise, a notice of the revisions
and the details of the items before and after the revisions will be posted on the Company’s
aforementioned Japanese website and the TSE website.

*

Please note that no gifts will be offered to the shareholders attending the meeting. Thank you foryour understanding.

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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<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) 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 Annual Shareholders’Meeting as stated in this notice.

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Reference Documents for Annual Shareholders’ Meeting

Proposal No. 1: Appropriation of Surplus
We propose that the 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 63rd 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: ¥1,211,487,840
As we paid an interim dividend of ¥50
per share, the annual dividend for the
fiscal year under review will be ¥110 per
share.

Effective date of dividend distribution

April 27, 2023

<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%.

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Proposal No. 2: Election of Seven (7) Directors
The tenure of all eight (8) Directors will expire at the conclusion of this Annual
Shareholders’ Meeting. Therefore, in order that the Board of Directors is able to makestrategic and flexible decisions, the Company proposes to decrease the number of Directors
by one (1), thereby proposing the election of seven (7) Directors.
The candidates’ profiles are provided below.
Attribute ofcandidate

Attendance at theCurrent positions at
Meetings of thethe Company
Board of Directors(FY2022)1

Moritaka
Nakamura

Reelection

Representative
Director, President& Chief Executive
Officer

12/12
100%

2

Kiyoshi Waki

Reelection

Director &Managing
Executive Officer

12/12
100%

3

Osamu Sano

Reelection

Director &Managing
Executive Officer

10/10
100%

4

Atuyuki Ohashi

Managing
New candidate Executive Officer

CandidatenumberName

Reelection
5

Shinya Takada

OutsideIndependent

Outside Director
Chairman of theBoard of Directors

12/12
100%

Outside Director

12/12
100%

Outside Director

12/12
100%

Reelection
6

Masumi Shiraishi

OutsideIndependent
Reelection

7

Masashi Oba

OutsideIndependent

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.
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<Reference> Skills Matrix of Candidates for Director
Area of expertise the Company expects from candidates
Candidatenumber1

Name

Corporate
management

Finance/accounting/capitalpolicy●●●Moritaka
Nakamura

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

●

●

●

2

Kiyoshi Waki●

3

Osamu Sano

●

●

4

Atuyuki Ohashi

●

●

5

Shinya Takada●

6

Masumi Shiraishi

7

Masashi Oba

Note:

●

●

●

●

●

●

●

●

●

●

●

●

Overseasbusiness

DX

●

●

●

●

●

●

●

●

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

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No. 1<Reelection>

Moritaka Nakamura(September 7, 1959)

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

37,4005 years
12/12

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 networks
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 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.

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No. 2<Reelection>

Kiyoshi Waki
(October 22, 1959)

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

20,5007 years
12/12

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 achievements in Japan and overseas working for a financial
institution, and since joining the Company, he has gained management experience in corporate
planning and strategy departments, overseas marketing departments and administration departments.
He possesses highly specialized knowledge and broad insight in accounting and finance. For thesereasons, 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.

-9-No. 3<Reelection>

Osamu Sano
(April 2, 1963)

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

5,800
1 year
10/10

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
Apr. 2022
Director & 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
Feb. 2023
Director & Managing Executive Officer in charge of Strategic Technology
Development Div., General Manager, Strategic Technology Development Div. andApplication 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 ofimproving its corporate value and accordingly proposes his reelection as a Director of the Company.

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No. 4<New candidate>

Atuyuki Ohashi(September 27, 1962)

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

2,400
–
–

Career summary and positions and responsibilities at the Company
Apr. 1985
Joined Ryoyo Electro
Feb. 2006

Assistant General Manager, Sales Dept. 1, Osaka Branch Office

Aug. 2007

General Manager, Sales Dept. 3, Osaka Branch Office, Western Region

Aug. 2013

Deputy General Manager, Intelligent System Sales Div.

Feb. 2015

General Manager, Intelligent System Sales Div.

Feb. 2018

Executive Officer, Western Region

Feb. 2022

Managing Executive Officer in charge of Eastern Region and Western Region

Apr. 2022

Managing Executive Officer in charge of Solution Div. and Eastern Region andWestern Region
Feb. 2023
Managing Executive Officer in charge of Semiconductor & Device Div. and Solution
Div. (incumbent)
Status of important concurrent occupations or positions at other organizations
None
Reasons for nominating the candidate for Director
In addition to possessing broad experience in the respective business fields handled by the Company,
including both Semiconductors/Devices and ICT/Solutions, the candidate also has experience ofvarious operational perspectives at both head office and regional bases. As such, he has extensive
experience and wide-ranging insight related to the Company’s business. For these reasons, theCompany believes that he is a suitable candidate capable of improving its corporate value andaccordingly newly proposes his election as a Director of the Company.

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No. 5<Reelection/Outside/Independent>

Shinya Takada(January 8, 1952)

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

0
3 years
12/12

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

Apr. 2022

Outside Director & Chairman of the Board of Directors (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 whileserving mainly in the corporate planning and strategy fields. He has provided fair and objective
advice based on this experience since assuming the post of an outside Director of the Company. For
these reasons, the Company believes that he can be expected to play a role in strengthening its
corporate governance and improving its corporate value and accordingly proposes his reelection as
an outside Director of the Company.

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No. 6<Reelection/Outside/Independent>

Masumi Shiraishi(November 6, 1958)

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

0
4 years
12/12

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
LimitedOutside 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)

June 2022

Member of the Board (Outside), MIKUNI CORPORATION (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, NEW KANSAI INTERNATIONAL AIRPORTCOMPANY, LTD.
Outside Audit & Supervisory Board Member, E-SUPPORTLINK, Ltd.
Member of the Board (Outside), MIKUNI CORPORATION
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 an outside Director of the Company. For thesereasons, 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.

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<Reelection/Outside/Independent>

No. 7

Masashi Oba(February 13, 1955)

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

0
3 years
12/12

Career summary and positions and responsibilities at the Company
Apr. 1978
Joined Tokio Marine & Fire Insurance Co., Ltd. (currently Tokio Marine & Nichido
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
while serving mainly in administration divisions. He has provided fair and objective advice based on
this experience since assuming the post of an 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.
Notes: 1. There are no special interests between the Company and these candidates for Director.
2. Shinya Takada, Masumi Shiraishi and Masashi Oba are candidates for outside Directors.
3. 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 for their reelection
as Directors is approved, the Company will maintain the agreements that offer limitation of
liability with them.
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 damage to the Company arising from their negligence of their duties,
the Company shall limit their liability to the Company to either ¥8 million or the minimum
liability amount as stipulated by Article 425, Paragraph 1 of the Companies Act, whichever- 14 -

is higher, if the relevant outside Directors are without knowledge and are not grossly
negligent in performing their duties. The Company naturally exempts the outside Directors
from the exceeding liability thereof.
4. 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.
5. 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.

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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 officers(outside Directors and outside Audit & Supervisory Board Members), 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’s shares(in the case of an institutional shareholder, this shall apply to business executives ofsuch 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 exchanges of
Directors are 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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