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.

To our shareholders:

Securities code: 5851
March 11, 2022
Akira Urakami
President and CEO
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 110TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 110th Annual General Meeting of Shareholders of Ryobi Limited (the “Company”),
which will be held as described below.
This year, in order to prevent the spread of the novel coronavirus disease (COVID-19), please exercise your voting
rights by postal mail or the Internet no later than 5:00 p.m., Monday March 28, 2022 (Japan Standard Time) insteadof attending on the day.
The General Meeting of Shareholders will also be broadcast live on the Internet for shareholders to view themeeting from their homes (in Japanese only).
1. Date and Time: Tuesday, March 29, 2022 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 the110th Fiscal Year (from January 1, 2021 to December 31, 2021)
2. The results of audit of the Consolidated Financial Statements for the 110th 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 Two (2) Directors
Proposal 4:
Election of One (1) Corporate Auditor-1-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 ¥10, considering the operating
performance for the current fiscal year and business development in the future.
Combined with the interim dividend (¥10 per share), this brings the annual dividend to ¥20 per share.
Year-end dividends
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and their aggregate amount¥10 per common share of the Company; the total amount is ¥323,687,310.
3. Effective date for the distribution of dividends from surplus
March 30, 2022-2-

Proposal 2:

Partial amendment to the Articles of Incorporation

1. Reason for the amendments
Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for theintroduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 16 of the Proposed Amendment stipulates that the Company shall take measures to provide
information that is the content of Reference Documents for General Meetings of Shareholders, etc.
electronically, and also establishes provisions to limit the scope of matters to be stated in the documents
to be delivered to shareholders who have made a request for delivery of documents.
(2) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(3) Accompanying the aforementioned new establishment and deletion, a supplementary provision regarding
the effective date, etc. will be established.
2. Details of the amendments
The amendments are as follows.

(Underline shows changed parts)
Current Articles of Incorporation
Proposed changes(Internet Disclosure and Deemed Provision of Reference(Delete)
Documents for the General Meeting of Shareholders, Etc.)
Article 16.
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Measures for Providing Information in Electronic Format, Etc.)
Article 16.
When the Company convenes a general meeting ofshareholders, it shall take measures for providing informationthat constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
Among items for which the measures for providing informationin electronic format will be taken, the Company may exclude
all or some of those items designated by the Ministry of Justice
Order from statements in the paper-based documents to bedelivered to shareholders who requested the delivery of paperbased documents by the record date of voting rights.
(Newly established)(Supplementary Provisions)
Article 1.
The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meeting ofShareholders, Etc.) of the current Articles of Incorporation andthe new establishment of the proposed revision of Article 16(Measures for Providing Information in Electronic Format,Etc.) shall be effective from the date of enforcement of therevised provisions provided for in the proviso to Article 1 of theSupplementary Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafter referred to as
the “Date of Enforcement”).

-3-Current Articles of Incorporation

Proposed changes
Article 2.
Notwithstanding the provision of Article 1 of the
Supplementary Provisions, Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for General
Meetings of Shareholders, etc.) of the current Articles ofIncorporation shall remain effective regarding any general
meeting of shareholders held on a date within six (6) months
from the Date of Enforcement.
Article 3.
The provisions of Article 1 through this Article of these
Supplementary Provisions shall be deleted on the date when six(6) months have elapsed from the Date of Enforcement or three(3) months have elapsed from the date of the general meetingof shareholders set forth in Article 2 of the SupplementaryProvisions, whichever is later.

-4-Proposal 3:

Election of Two (2) Directors

The terms of office of the three (3) Directors Satoshi Ohoka, Takashi Suzuki, and Tatsuyoshi Mochizuki will cometo an end at the conclusion of this Annual General Meeting of Shareholders.
In that regard, the Company proposes the election of two (2) Directors.
The candidates for Directors are as follows:No.

Name(Date of birth)

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

Apr. 1975
May 2002

Satoshi Ohoka(April 24, 1951)
Reelection
OutsideMaleApr. 2003
Apr. 2003
Apr. 2003
Jun. 2003
Jun. 2006
Jun. 2012

1

Joined The Japan Development Bank
(currently The Development Bank of Japan)
Managing Director, The Development Bank ofJapan
Professor, Nihon University
Lecturer, Keio University
Lecturer, Graduate School of Chuo University(present position)
Outside Corporate Auditor of the Company
Outside Director of the Company (presentposition)
Outside Director, LINTEC Corporation(present position)

1. Number of theCompany’sshares owned
2. Special interestwith theCompany

1. 4,100
2. None(Significant concurrent positions outside the Company)
Lecturer, Graduate School of Chuo University
Outside Director, 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.
(Note) 1. Satoshi Ohoka is a candidate for Outside Director.
2. He is currently an outside Director of the Company and will have served for fifteen (15) years and nine (9)months at the conclusion of this Annual General Meeting of Shareholders.
3. Upon approval of his reelection, the Company plans to register his status as an Independent Director inaccordance with the provisions of the Tokyo Stock Exchange. Though the Company notified the removal ofhis designation as an independent officer to the Tokyo Stock Exchange in 2018, the Company plans tosubmit a new notification to the Tokyo Stock Exchange because he has continuously held the qualifications
as an independent officer as stipulated by the Tokyo Stock Exchange from the time he assumed office as adirector until the present.
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. Upon
approval of his reelection, 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. Candidates are included as insured
persons under this insurance policy. Moreover, the Company plans to renew this insurance policy with thesame details at the time of the next renewal.

-5-No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the CompanyApr. 1979
Dec. 2004
Mar. 2010

2

1. Number of theCompany’s
shares owned
2. Special interestwith theCompany

Joined the Company
President of Ryobi Mirasaka Co. (secondment)
President of Ryobi Die Casting Dalian Co.,
Ltd. (secondment)
Jun. 2015
Corporate Officer and General Manager ofPlanning and Development Department of theDie Casting Division of the Company
Jun. 2016
Director, Corporate Officer and General
Manager of Planning and Development
Department of the Die Casting Division of theCompany
Apr. 2018
Director, Corporate Officer, Divisional Deputy
Tatsuyoshi Mochizuki
General Manager and General Manager of(April 24, 1956)
Planning and Development Department of the 1. 7,700
2. NoneDie Casting Division of the Company
Reelection
Mar. 2019
Director, Corporate Officer, Divisional General
Male
Manager and General Manager of Planningand Development Department of the Die
Casting Division of the Company
Apr. 2019
Director, Corporate Officer and Divisional
General Manager of the Die Casting Divisionof the Company
May 2019
Director, Corporate Officer and Executive
Divisional General Manager of the Die Casting
Business of the Company (present position)(Significant concurrent positions outside the Company)
Chairman of Ryobi Die Casting Dalian Co., Ltd.
Chairman of Ryobi Die Casting Changzhou Co., Ltd.
[Reasons for nomination as candidate for Director]
He has engaged in the management of Die Casting group companies in and 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 and sustainable growth for the Group, and asks you tocontinue appointing him as a Director.
(Notes) 1. Tatsuyoshi Mochizuki is planned to assume the post of Director, Corporate Officer in charge of the Die
Casting business of the Company on March 29, 2022.
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. Candidates are included as insured
persons under this insurance policy. Moreover, the Company plans to renew this insurance policy with thesame details at the time of the next renewal.

-6-Proposal 4:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Yoshimi Takino 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 and significant concurrent positions outside theCompany

Sep. 1985
Jun. 2008

Jan. 2015

Jun. 2016
Takashi Suzuki(December 15, 1951)
New appointment
MaleMay 2020

Joined the Company
Corporate Officer and General Manager of the Builders’Hardware Department at Power Equipment Division of theCompany
Corporate Officer, Director of Tokyo Branch Office andDivisional General Manager of the Builders’ Hardware
Division of the Company
Director, Corporate Officer, and Director of Tokyo Branch
OfficeDivisional General Manager of the Builders’ Hardware
Division
Director, Corporate Officer, and Director of Tokyo Branch
Office1. Number of theCompany’sshares owned
2. Special
interest withthe Company

1. 13,900
2. NoneDivisional General Manager of the Builders’ Hardware
Division and General Manager of Sales Department
May 2021

Director, Corporate Officer, and Director of Tokyo BranchOffice
Divisional General Manager of the Builders’ Hardware

Division (present position)(Significant concurrent positions outside the Company)
No significant concurrent positions.
[Reasons for nomination as candidate for Corporate Auditor]
Based on the results of overseeing the Builders’ Hardware business for a long period and his insight into the industry, the Company
believes that he is thoroughly familiar with the Company’s business and its issues and that he will conduct audits and supervision ofthe Company in a fair and efficient manner, and asks you to newly appoint him as a Corporate Auditor.
(Notes) 1. Upon approval of Takashi Suzuki as a candidate for Corporate Auditor, the Company plans to conclude an agreementwith him, 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.
2. 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. Candidates are included as insured persons under this insurance policy. Moreover, theCompany plans to renew this insurance policy with the same details at the time of the next renewal.

-7-(Reference)
If Proposals 3 and 4 are approved and adopted as proposed, the composition of the Board of Directors and theBoard of Corporate Auditors and the expertise of each officer are planned to be as follows.
Director
Knowledge/experience
12
3
4
5
6
7

Corporatemanagement
Global experience
MarketingTechnology
Finance/Accounting
Human Resource
Development
Risk Management,
Governance, andComplianceInternal
Akira
Tatsuyoshi
Urakami Mochizuki

○

○

○
○

○

○

○

Satoshi
Ohoka

OutsideYuji
Yamamoto

Masahiko
Ikaga

○

○

○

○

○

○

○
○

○

○

Corporate Auditor
Full-timePart-timeTakashi
YoichiTakashiSuzukiArai
Hatagawa

○○
○

○
○

○

○
○

○

○

CertifiedCertifiedPublicPublicAccounAccounAcademic
Corporate
Main qualifications, etc.
Attorneytanttant
expertmanager
Corporate Corporate
managermanager(Notes) The above skills matrix does not represent all the expertise of each person, but up to four (4) items that are particularly
expected.

-8-