Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 5851
Date of sending by postal mail: March 8, 2024
Date of posting online: March 5, 2024
To our shareholders:
Akira Urakami
President and CEO
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 112TH ANNUAL GENERAL MEETING OF SHAREHOLDERSFirst, we would like to express our deepest sympathies to all those who have been affected by the 2024 Noto Peninsula
Earthquake, and we sincerely hope for a quick reconstruction and recovery.
We hereby announce the 112th Annual General Meeting of Shareholders of Ryobi Limited (the “Company”), which
will be held as described below.
This Notice of the 112th Annual General Meeting of Shareholders will be posted online in electronic format on thefollowing websites. Please access either of these websites using the Internet addresses shown below to review the
information.
The Company’s website:
https://www.ryobi-group.co.jp/ir/shareholders_meeting.html (in Japanese)
In addition to posting items for which measures for providing information in electronic format are to be taken on the
Company’s website listed above, the Company also posts this information on the website of Tokyo Stock Exchange,
Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) byusing the Internet address given below, input the issue name (company name) or securities code, and click “Search,”and then click “Basic information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you do not attend the meeting in person, please exercise your voting rights via the Internet and other means or bypostal mail by 5:00 p.m. on Tuesday, March 26, 2024.
The General Meeting of Shareholders will also be broadcast live on the Internet for shareholders to view the meetingfrom their homes (in Japanese only).

1. Date and Time: Wednesday, March 27, 2024 at 10:00 a.m. (Japan Standard Time) (The reception will start at
9:00 a.m.)
2. Venue:
Fuchu Chamber of Commerce and Industry Hall445-1 Motomachi, Fuchu-shi, Hiroshima, Japan
3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the112th Term (from January 1, 2023 to December 31, 2023)
2. The results of audit of the Consolidated Financial Statements for the 112th Term by the Accounting Auditor
and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendment to the Articles of Incorporation
Proposal 3:
Election of Four (4) Directors-1-Proposal 4:
Proposal 5:

Election of One (1) Corporate Auditor
Election of One (1) Substitute Corporate Auditor

Other Items Related to Convocation Procedures of Ordinary General Meeting of the Shareholders
1. Regarding the delivery of paper-based documents in response to request for delivery of paper-based documents
Among the items subject to measures for electronic provision, in accordance with the provisions of laws andregulations and Article 16 of the Articles of Incorporation of the Company, the following items are not provided
in the paper-based documents delivered to shareholders who have made a request for delivery of such documents.
i) Items Pertaining to Accounting Auditors; ii) System for Ensuring the Appropriateness of Operations; iii)
Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements; and iv) NonConsolidated Statement of Changes in Equity and Notes to Non-Consolidated Financial Statements
Accordingly, the Consolidated Financial Statements, and the Non-consolidated Financial Statements provided
in the paper-based documents constitute part of the Consolidated Financial Statements, and the Non-consolidated
Financial Statements audited by the Accounting Auditor and the Corporate Auditors when preparing audit reports.
2. Regarding amendments to the items subject to measures for electronic provision
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the detailsof the items before and after the revisions will be posted on the Company’s website and the TSE website.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:

Appropriation of Surplus

The Company’s basic stance is to improve its medium- and long-term consolidated operating performance, while
maintaining investment for growth and a stable return of profits to our shareholders.
The Company would like the year-end dividend per common share to be ¥45, considering the operating performancefor the current fiscal year and business development in the future.
Combined with the interim dividend (¥35 per share), this brings the annual dividend to ¥80 per share.
Year-end dividends
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and their aggregate amount¥45 per common share of the Company; the total amount is ¥1,456,577,055.
3. Effective date for the distribution of dividends from surplus
March 28, 2024

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Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reason for the proposal
With the enforcement of the Act on Partial Revision, etc. of the Industrial Competitiveness Enhancement Act,etc. (Act No. 70 of 2021), it is now possible for publicly traded companies to hold General Meetings ofShareholders in an unspecified location (“virtual-only General Meetings of Shareholders”) under certain
conditions stipulated in the company’s Articles of Incorporation.
The Company will change Article 13 of its current Articles of Incorporation to reduce risks in cases such as
outbreaks of infectious diseases and major natural disasters, provide more options for holding General Meetingsof Shareholders with consideration for factors such as the promotion of digitalization in society, and enable
General Meetings of Shareholders to be held in unspecified locations.
In making this change, the Company has received confirmation from the Minister of Economy, Trade andIndustry and the Minister of Justice that these changes meet the requirements stipulated in the Ordinance of the
Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice.
2. Details of the amendments
The amendments are as follows.
Current Articles of Incorporation
Article 3
General Meetings of Shareholders(Holding General Meetings)
Article 13.
The Company’s Annual General Meeting of Shareholders shallbe held in March every year, and Extraordinary General
Meetings of Shareholders shall be held when necessary.
(Newly added)(Underline shows changed parts.)
Proposed changes
Article 3
General Meetings of Shareholders(Holding General Meetings)
Article 13.
The Company’s Annual General Meeting of Shareholders shallbe held in March every year, and Extraordinary General
Meetings of Shareholders shall be held when necessary.
The Company’s General Meetings of Shareholders may be held
in an unspecified location.

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Proposal 3:

Election of Four (4) Directors

The terms of office of the two (2) Directors Satoshi Ohoka and Tatsuyoshi Mochizuki will come to an end at theconclusion of this Annual General Meeting of Shareholders.
In that regard, the Company proposes the election of four (4) Directors, increasing the number of Directors by two(2) to enhance the management system.
The candidates for Directors are as follows:

No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Apr. 1975

1

1. Number of theCompany’s
shares owned
2. Special interest
with theCompany

Joined The Japan Development Bank
(currently Development Bank of Japan Inc.)
May 2002
Managing Director of The Development Bankof Japan
Apr. 2003
Professor of Nihon University
Satoshi Ohoka
Apr. 2003
Lecturer of Keio University(April 24, 1951)
Apr. 2003
Lecturer of Graduate School of Chuo
1. 4,300
University
2. NoneReelection
Jun. 2003
Outside Corporate Auditor of the Company
OutsideJun. 2006
Outside Director of the Company (present
Maleposition)
Jun. 2012
Outside Director of LINTEC Corporation(present position)(Significant concurrent positions outside the Company)
Outside Director of LINTEC Corporation[Reasons for nomination as candidate for Outside Director and expected role, etc.]
Drawing on his wealth of international experience and deep academic expertise, he has provided useful suggestions andopinions for the Company’s management. In particular, the Company expects him to supervise and provide advice on
the execution of duties by Directors from a specialist perspective with respect to the appropriateness and propriety ofdecision-making by the Board of Directors, and asks you to continue appointing him as an Outside Director.
(Notes) 1. Satoshi Ohoka is a candidate for Outside Director.
2. If his reelection is approved and adopted, the Company plans to continue to notify the Tokyo Stock
Exchange of his status as an Independent Director.
3. He is currently an Outside Director of the Company and will have served for seventeen (17) years and nine(9) months at the conclusion of this Annual General Meeting of Shareholders.
4. The Company has concluded an agreement with Satoshi Ohoka, who is a candidate for Outside Director,
limiting his liability for damages to the minimum amount of liability stipulated in Article 425, paragraph(1) of the Companies Act for the damages stipulated in Article 423, paragraph (1) of the same Act. If his
reelection is approved and adopted, the Company plans to renew the aforementioned agreement with him.
5. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance)with an insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This
insurance policy covers damages borne by the insured person when that insured person receives a claim forcompensation for damages originating from actions in the execution of their duties as an officer and bears
legal responsibility for the compensation of damages for the Company. If candidates are elected andassume the office of Outside Director, they are included as insured persons under this insurance policy.
Moreover, the Company plans to renew this insurance policy with the same details at the time of the next
renewal.

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No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Apr. 1977

2

1. Number of theCompany’s
shares owned
2. Special interest
with theCompany

Senior Partner of Yoichi Arai Law Firm
(currently Arai Sogo Legal Firm) (established)(present position)
Jan.
1990
OutsideAudit & Supervisory Board Member
Yoichi Arai
of
Zuken
Inc.
(April 25, 1944)
1. 1,800
Jun. 2012
Outside Corporate Auditor of the Company
2. NoneNew election(present position)
OutsideJun. 2016
Outside Director of Zuken Inc. (present
Maleposition)(Significant concurrent positions outside the Company)
Senior Partner of Arai Sogo Legal Firm
Outside Director of Zuken Inc.
[Reasons for nomination as candidate for Outside Director and expected role, etc.]
The Company expects that his knowledge as an attorney and his broad perspective and experience as senior partner of
his law firm, and his experience as Outside Corporate Auditor of the Company can be applied to audits of the Company,
and that he will provide appropriate guidance and opinions for the management of the Company, and asks you to newly
appoint him as an Outside Director.
(Notes) 1. Yoichi Arai is a candidate for Outside Director.
2. If his election is approved and adopted, the Company plans to continue to notify the Tokyo Stock Exchangeof his status as an Independent Director.
3. He is currently an Outside Corporate Auditor of the Company and will have served as an Outside Corporate
Auditor for eleven (11) years and nine (9) months at the conclusion of this Annual General Meeting of
Shareholders.
4. If his election is approved and adopted, the Company plans to conclude an agreement with Yoichi Arai,
who is a candidate for Outside Director, limiting his liability for damages to the minimum amount ofliability stipulated in Article 425, paragraph (1) of the Companies Act for the damages stipulated in Article
423, paragraph (1) of the same Act.
5. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance)with an insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This
insurance policy covers damages borne by the insured person when that insured person receives a claim forcompensation for damages originating from actions in the execution of their duties as an officer and bears
legal responsibility for the compensation of damages for the Company. If candidates are elected andassume the office of Outside Director, they are included as insured persons under this insurance policy.
Moreover, the Company plans to renew this insurance policy with the same details at the time of the next
renewal.

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No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Apr. 1988
May 2019

3

1. Number of theCompany’s
shares owned
2. Special interest
with theCompany

Joined the Company
Corporate Officer and Divisional General
Manager of Die Casting Planning and
Kazuhiko Fujii
Development Division of the Company(October 24, 1963)
1. 4,000
Jan. 2021
Corporate Officer and Divisional General
2. NoneNew election
Manager of Corporate Planning Division of the
Male
Company (present position)(Significant concurrent positions outside the Company)
No significant concurrent positions.
[Reasons for nomination as candidate for Director]
He has engaged in the operations of the Die Casting business, has engaged in the management of the entire company in
the Corporate Planning Division, and has accumulated extensive business experiences; therefore, the Company believes
that he will lead to the improvement of corporate value and sustainable growth for the Group, and asks you to newly
appoint him as a Director.
(Note) The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) withan insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance
policy covers damages borne by the insured person when that insured person receives a claim for compensation
for damages originating from actions in the execution of their duties as an officer and bears legal responsibility
for the compensation of damages for the Company. If candidates are elected and assume the office of Director,
they are included as insured persons under this insurance policy. Moreover, the Company plans to renew thisinsurance policy with the same details at the time of the next renewal.

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No.

Name
(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the Company

Apr. 1985
Nov. 20144

1. Number of theCompany’s
shares owned
2. Special interest
with theCompany

Joined the Company
Senior Vice President of Ryobi Die Casting(USA), Inc. (seconded)
May 2019
Corporate Officer and Divisional General
Manager of the Die Casting Die Design and
Hideki Tanifuji
Manufacturing Division of the Company(October 1, 1961)
1. 5,300
May 2022
Corporate Officer and Divisional General
2. NoneManager of Die Casting Planning and
New election
Development Division of the Company
Male(present position)
Jan. 2024
Chair of Ryobi (Shanghai) Sales, Ltd. (present
position)(Significant concurrent positions outside the Company)
Chair of Ryobi (Shanghai) Sales, Ltd.
[Reasons for nomination as candidate for Director]
He has engaged in the operations of the Die Casting Business and the management of Die Casting group companies inand outside Japan, and has accumulated extensive business experiences and expertise that can help to develop the Die
Casting business; therefore, the Company believes that he will lead to the improvement of corporate value andsustainable growth for the Group, and asks you to newly appoint him as a Director.
(Notes) 1. Hideki Tanifuji is scheduled to be appointed concurrently as Chairman of Ryobi Die Casting Dalian Co.,
Ltd. and Chairman of Ryobi Die Casting Changzhou Co., Ltd. on March 27, 2024.
2. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance)with an insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This
insurance policy covers damages borne by the insured person when that insured person receives a claim forcompensation for damages originating from actions in the execution of their duties as an officer and bears
legal responsibility for the compensation of damages for the Company. If candidates are elected andassume the office of Director, they are included as insured persons under this insurance policy. Moreover,
the Company plans to renew this insurance policy with the same details at the time of the next renewal.

-8-Proposal 4:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Yoichi Arai will come to an end at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, the Company proposes that one (1) Corporate Auditor be elected.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for Corporate Auditor is as follows:

Name(Date of birth)

Career summary, position andsignificant concurrent positions outside the Company

Aug. 1990
Jan. 1991
Apr. 2000
Sep. 2003

1. Number of theCompany’s
shares owned
2. Special
interest with
the Company

Joined Blakemore & Mitsuki
Partner of Blakemore & Mitsuki (present position)
Joined Microsoft Asia Limited
Executive Officer of Legal and Corporate Affairs of
Takashi Hirano
Microsoft
Ltd.
(February 6, 1957)
1. 0
Jun. 2006
Director of Software Association of Japan
2. NoneNew election
Jan. 2008
Outside Auditor of Morpho, Inc.
OutsideJun. 2019
Outside Corporate Auditor of FALTEC, Co., Ltd. (present
Maleposition)(Significant concurrent positions outside the Company)
Partner of Blakemore & Mitsuki
Outside Corporate Auditor of FALTEC, Co., Ltd.
[Reasons for nomination as candidate for Outside Corporate Auditor]
The Company expects that his knowledge as an attorney and his international experience and IT-related knowledge gained throughhis corporate legal work can be applied to audits of the Company, and that he will provide appropriate guidance and opinions for the
management of the Company, and asks you to newly appoint him as an Outside Corporate Auditor.
(Notes) 1. Takashi Hirano is a candidate for Outside Corporate Auditor.
2. If his election is approved and adopted, the Company plans to notify the Tokyo Stock Exchange of his status as an
Independent Director.
3. If his election is approved and adopted, the Company plans to conclude an agreement with Takashi Hirano, who is acandidate for Outside Corporate Auditor, limiting his liability for damages to the minimum amount of liability stipulated
in Article 425, paragraph (1) of the Companies Act for the damages stipulated in Article 423, paragraph (1) of the sameAct.
4. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with aninsurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages borne by the insured person when that insured person receives a claim for compensation for damages
originating from actions in the execution of their duties as an officer and bears legal responsibility for the compensationof damages for the Company. If candidates are elected and assume the office of Outside Corporate Auditor, they areincluded as insured persons under this insurance policy. Moreover, the Company plans to renew this insurance policy
with the same details at the time of the next renewal.

-9-Proposal 5:

Election of One (1) Substitute Corporate Auditor

The Company proposes that one (1) Substitute Corporate Auditor be elected to ensure the continuity of audit
operations even in the event of a vacancy.
The Board of Corporate Auditors has given its consent to this proposal.
With regards to this election, the Board of Directors shall be able to nullify the election by its resolution if the consent
of the Board of Corporate Auditors has been obtained; provided, however, that it is only in a time before assuming
the office of Corporate Auditor.
The candidate for Substitute Corporate Auditor is as follows:

Name(Date of birth)

Career summary, position andsignificant concurrent positions outside the Company

Apr. 1973
Jun. 1981
Jun. 1991

1. Number of theCompany’s
shares owned
2. Special
interest with
the Company

Joined ShibaSoku Co., Ltd.
Director of ShibaSoku Co., Ltd.
Takashi Shigezaki
Representative Director and President of ShibaSoku Co.,
(February 12, 1951)
Ltd.
1. 4,600
2. NoneMay 2022
Representative Director and Chair of ShibaSoku Co., Ltd.
Outside(present position)
Male(Significant concurrent positions outside the Company)
Representative Director and Chair of ShibaSoku Co., Ltd.
[Reasons for nomination as candidate for Substitute Outside Corporate Auditor]
The Company expects that his experience as a corporate manager, rich international experience and broad insight can be applied toaudits of the Company, and asks you to appoint him as a Substitute Outside Corporate Auditor.
(Notes) 1. Takashi Shigezaki is a candidate for Substitute Outside Corporate Auditor.
2. If he is appointed as an Outside Corporate Auditor, the Company plans to notify the Tokyo Stock Exchange of his status
as an Independent Director.
3. Upon approval of election of Takashi Shigezaki, a candidate for Substitute Outside Corporate Auditor and his
subsequent assumption of the office of Outside Corporate Auditor due to a vacancy, the Company intends to conclude
an agreement with him to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act. The limit
to his liability for damages shall be the minimum liability stipulated in Article 425, Paragraph 1 of the Companies Act.
4. The Company has entered into a contract of Directors and Officers Liability Insurance (D&O Insurance) with aninsurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers
damages borne by the insured person when that insured person receives a claim for compensation for damages
originating from actions in the execution of their duties as an officer and bears legal responsibility for the compensationof damages for the Company. If he is appointed as an Outside Corporate Auditor, he will be included as an insured
person under this insurance policy.

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(Reference)
If Proposals 3 and 4 are approved and adopted as proposed, the composition of the Board of Directors and the Boardof Corporate Auditors and the expertise of each officer are as below.
Director
Knowledge/
experience
Corporate management
Global experience
MarketingInternal○○○

Main qualifications, etc.

○
○
○

○
○

○

Full-time

Satoshi Masahiko
Mami Ito
Ohoka
Ikaga

○
○

○
○

Finance/accounting

Risk management,
governance, andcompliance

OutsideAkira Kazuhiko Hideki
UrakamiFujii
TanifujiTechnology
Human resource
development

Corporate Auditor
YoichiArai○○○

Part-time

Takashi Takashi Takashi
Suzuki Hatagawa Hirano

○

○
○

○

○
○

○
○

○

○
○

○

○

○

CPA
Corporate
Academic
Attorney
Corporate
managerexpertmanager○○

Corporate
Lawyermanager(Note) The above skills matrix does not represent all the expertise of each person, but up to four (4) items that are particularly expected.

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