(Translation)

Securities Code: 8068
April 5, 2017

NOTICE OF THE 57TH ANNUAL SHAREHOLDERS’ MEETING

Dear Shareholders,
I would like to invite you to attend the 57th 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 (Wednesday), 2017.
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 (Thursday), 2017
(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 57th term (from February 1, 2016 to January 31, 2017)-1-

2. The non-consolidated financial statements for the 57th term(from February 1, 2016 to January 31, 2017)
Matters to be proposed:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Election of Eight (8) Directors

Proposal No. 3

Revision of the Amount of Remuneration to Audit & Supervisory
Board Members*

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:1.

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 57th term be as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property and its aggregate amount¥20 per share;
Including the interim dividend, the dividend for the full year will be ¥40 per share, andthe aggregate amount of dividend will be ¥490,146,560.
(3) Effective date of dividend distribution
April 28, 20172.

Matters related to other appropriation of surplus

In order to cover the loss in retained earnings brought forward, we intend to reverse a
portion of the general reserve noted as follows:(1) Item of surplus to be increased and the amount thereof
Retained earnings brought forward¥3,800,000,000(2) Item of surplus to be decreased and the amount thereof
General reserve¥3,800,000,000-3-Proposal No. 2: Election of Eight (8) Directors
The term of office of all eight (8) Directors will expire at the conclusion of this Annual
Shareholders’ Meeting. Accordingly, we propose that eight (8) Directors be elected.
The candidates’ profiles are provided below.
No.

1

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
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 & General Manager,
Administration Div., in charge of General
Affairs & Human Resources Div.
Jul. 1995 Senior Managing Director in charge ofComputer System Products Sales Div. andInformation Technology Dept.
<Reelection>
Kenhachiro
Apr. 1999 Representative Director & Senior Managing
85,816
Ogawa
Director in charge of Computer System(January 8, 1945)
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 and technology
divisionsApr. 2008 President & CEO
Apr. 2013 Representative Director, Chairman & CEO(incumbent)
Reasons for nominating the candidate for Director
The candidate has extensive business experience in the Company, and having been involved in
the management of the Company as a Director for many years, he possesses broad insight of theoverall management of an electronics trading company and demonstrates strong leadership. 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.
Name(date of birth)

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No.

2

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
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, Computer
System Products Div. II
Aug. 2007 Executive Deputy General Manager,
Corporate Strategy Div. (concurrent)<Reelection>
Takayoshi
Apr. 2008 Director in charge of Computer System
6,300
Oouchi
Products Sales, Semiconductor Technology,(June 21, 1956)
Computer System Products Technology and
New Market Development Project
Jul. 2011 Director & Deputy General Manager,
Embedded 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)
Reasons for nominating the candidate for Director
The candidate has extensive management experience across broad areas including sales andtechnology divisions and Corporate Strategy Div., and he possesses broad insight of the overallmanagement of an electronics trading company. For these reasons, the Company believes that heis a suitable candidate capable of improving its corporate value and accordingly proposes his
reelection as a Director of the Company.
Name(date of birth)

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No.

3

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
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 Executive General Manager, Osaka
BranchApr. 2008 Director & Head, Western Region and General
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,<Reelection>
Semiconductor Sales Div. I
Nobuo Kikutsugi
7,695
Feb. 2012 Managing Director in charge of Imported(March 11, 1955)
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 Managing Executive General Manager,
Semiconductor Sales Div. I and Intelligent
System Sales Div.
Feb. 2016 Director & Managing Executive Officer incharge of Overseas Semiconductor Sales Div.,
Sales Promotion Div., Semiconductor Sales
Div. I and Intelligent System Sales Div.
Feb. 2017 Director & Managing Executive Officer incharge of Overseas Semiconductor Sales Div.,
Sales Promotion Div. and Western Region(incumbent)
Reasons for nominating the candidate for Director
The candidate has many years of management experience in the semiconductor and device
business, and possesses extensive experience and broad insight in the Company’s business. 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.
Name(date of birth)

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No.

4

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
positions at other organizations)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, Computer
System Products Div. I
Feb. 2014 Senior Executive General Manager, Computer<Reelection>
System Products Div. I
Masaaki Tanabe
Apr. 2015 Director & Senior Executive General
5,800(October 18,
Manager, Computer System Products Div. I
1959)
and Global Business Promotion Div.
Feb. 2016 Director & Senior Executive General Manager
in charge of Computer System Products Div. I
and Computer System Products Div. II and
Senior Executive General Manager, New
Business Div. and Global Business Promotion
Div.
Feb. 2017 Director & Senior Executive General Manager
in charge of ICT Sales (incumbent)
Reasons for nominating the candidate for Director
The candidate has many years of management experience in the ICT and solutions business, andpossesses extensive experience and broad insight of the Company’s business. 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.
Name(date of birth)

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No.

5

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
positions 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 General
Manager, Corporate Strategy Div.
Feb. 2012 Executive General Manager, Corporate
Strategy Div. and Executive Deputy General
Manager, Overseas Marketing Div.
Apr. 2012 Joined Ryoyo Electro
Nov. 2012 Executive General Manager, Overseas
Marketing Div.
<Reelection>
Feb. 2014 Senior Executive General Manager, Overseas
Kiyoshi Waki
8,000
Marketing Div.
(October 22,
Oct.
2014
Registeredas
U.S.
CertifiedPublic1959)
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.
May 2016 Director & Senior Executive General Manager
in charge of Corporate Strategy Div. and
Senior Executive General Manager,
Administration Div., in charge of CSR Dept.
(incumbent)
Reasons for nominating the candidate for Director
The candidate has gained experience and made achievements in Japan and overseas working fora financial institution, and since joining the Company, he has gained management experience inCorporate Strategy Div., Overseas Marketing Div. and Administration Div. He possesses highly
specialized knowledge and broad insight in accounting and finance. For these reasons, theCompany believes that he is a suitable candidate capable of improving its corporate value andaccordingly proposes his reelection as a Director of the Company.
Name(date of birth)

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No.

6

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
positions at other organizations)Apr. 1982 Joined Mitsubishi Electric Corporation
Apr. 2010 Group Vice President, General Manager,
Semiconductor & Device Marketing Div. A,
Mitsubishi Electric Corporation
Apr. 2014 Group Vice President, General Manager,
Semiconductor & Device Marketing Div. B,
Mitsubishi Electric Corporation<New candidate>
Yoshitsugu
Apr. 2016 Joined Ryoyo Electro–
Tamakoshi
Senior Executive General Manager in charge(June 27,of Domestic Semiconductor Sales and Senior
1959)
Executive General Manager, Semiconductor
Sales Div. II and Head, Eastern Region
Feb. 2017 Senior Executive General Manager in chargeof Domestic Semiconductor Sales and Eastern
Region and Senior Executive General
Manager, Semiconductor & Device BusinessDiv. (incumbent)
Reasons for nominating the candidate for Director
The candidate has many years of experience in the semiconductor and device business at
Mitsubishi Electric Corporation, and having been involved in management as a general manager
in that business since joining the Company, he possesses extensive experience and broad insightof this business area. For these reasons, the Company believes that he is a suitable candidate
capable of improving its corporate value and accordingly proposes his election as a Director of
the Company.
Name(date of birth)

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No.

7

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
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)<Reelection/Outside
Jun. 2007 Outside Director, Mitsui Fudosan Co., Ltd.
/Independent>
Jun. 2012 External Director, Kakaku.com, Inc.
Yoshiharu–(incumbent)
Hayakawa
Apr.
2013
OutsideDirector,
Ryoyo
Electro(incumbent)(February 23,
Jun. 2014 Outside Director, Sanrio Company, Ltd.
1948)
(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.
Reasons for nominating the candidate for outside Director
The candidate has expert knowledge as a certified public accountant, as well as extensive
experience and broad insight as a management consultant. For these reasons, the Company
believes that he is a suitable candidate capable of strengthening its corporate governance andimproving its corporate value and accordingly proposes his reelection as an outside Director of
the Company.
Name(date of birth)- 10 -

No.

8

Number of
Career summary and positions and responsibilities at the
the Company’s
Company (status of important concurrent occupations orshares held
positions at other organizations)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<Reelection/Outside
Association)/Independent>
Dec. 2000 Joined Shoji Nihei Law Office (currently
Tsumiko
Yokohama Kannai Law Office)–Nakahara
Apr. 2007 Established Yokohama Kaikou Law Firm
(November 9,
Apr. 2013 Domestic Relations Conciliation
1966)
Commissioner, Yokohama Family Court
Apr. 2015 Outside Director, Ryoyo Electro (incumbent)(Status of important concurrent occupations or positions atother organizations)
Attorney, Yokohama Kaikou Law Firm
Reasons for nominating the candidate for outside Director
The candidate 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 andprofessional experiences. Furthermore, although she has not been directly involved in company
management, she has gained extensive practical experience and track record at regularcompanies. For these reasons, the Company believes that she is a suitable candidate capable ofstrengthening its corporate governance and improving its corporate value and accordingly
proposes her reelection as an outside Director of the Company.
Name(date of birth)

Notes: 1. There are no special interests between the Company and these candidates for Director.
2. Yoshiharu Hayakawa and Tsumiko Nakahara are candidates for outside Director.
3. Yoshiharu Hayakawa and Tsumiko Nakahara are currently outside Directors of the Company.
At the conclusion of this Meeting, they will have served as outside Director for four (4) years
and two (2) years, respectively.
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 Yoshiharu Hayakawa and Tsumiko Nakahara in accordance with the provisions ofArticle 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.
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 the- 11 -

outside 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 given notice of Yoshiharu Hayakawa and Tsumiko Nakahara to Tokyo
Stock Exchange, Inc. as independent directors.
6. 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 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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Proposal No. 3: Revision of the Amount of Remuneration to Audit & Supervisory
Board Members
Up until today the annual remuneration to Audit & Supervisory Board Members of theCompany has been set by the resolution at the 48th Annual Shareholders’ Meeting held on
April 25, 2008 that the said remuneration must not be more than ¥30 million. We propose torevise the annual remuneration to Audit & Supervisory Board Members to not more than
¥40 million, taking into consideration that their responsibilities are becoming greater due tochanging business environments and other factors.
The present number of Audit & Supervisory Board Members is four (4).

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