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
March 8, 2021
To our shareholders:
Akira Urakami
President and CEO
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 109TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 109th 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., Thursday, March 25, 2021 (Japan Standard Time)instead of attending on the day.
1. Date and Time: Friday, March 26, 2021 at 10:00 a.m. (Japan Standard Time) (The reception will start at 9:00a.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 the109th Term (from January 1, 2020 to December 31, 2020)
2. The results of audit of the Consolidated Financial Statements for the 109th Term by the Accounting
Auditor and the Board of Corporate Auditors
Items to be resolved:
Proposal
Election of three (3) Directors-1-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal

Election of three (3) Directors

The terms of office of the three (3) Directors Akira Urakami, Yuji Yamamoto and Masahiko Ikaga will come to anend at the conclusion of this Annual General Meeting of Shareholders.
In that regard, the Company proposes the election of three (3) Directors.
The candidates for Directors are as follows:No.

Name(Date of birth)

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

Apr. 1989
Jul. 1989

Jun. 2003
Jun. 2005
Reelection
Akira Urakami(May 20, 1965)
Jun. 2007
1Jun. 2011

Joined the Company
Assigned to overseas subsidiary (Arizona,United States) of the Company for three (3)years
Corporate Officer of the Company
Director and Corporate Officer
Divisional Deputy General Manager andGeneral Manager of Planning andAdministration Department of Die CastingDivision and in charge of Marketing
Development of the Company
Director of the Company
President of Ryobi Imagix Co.
President of the Company (present position)

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

1. 50,900
2. None(Significant concurrent positions outside the Company)
Director and Chairman of Ryobi MHI Graphic Technology Ltd.
[Reasons for nomination as candidate for Director]
He is engaged in the determining the Company’s management policy, the establishment of its management system, andthe development of management personnel as President and CEO. He also practices management based on theCompany’s philosophy and is guiding the Group under his strong leadership. Given his track record and experience, theCompany believes that he will contribute to sustainable growth and medium- and long-term improvements of corporate
value, and asks you to continue appointing 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 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 and bears legal responsibility for the compensation ofdamages for the Company. Candidates 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.

-2-No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the CompanyJun. 1975
Sep. 1990

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

Joined Arthur Andersen & Co., Tokyo OfficeWorldwide Partner, Arthur Andersen & Co.
Senior partner, Inoue Saito Eiwa Audit
Corporation (current KPMG AZSA LLC)
Oct. 2004
Representative Director and President,
Kokusai Motorcars Co., Ltd.
Nov. 2006
Representative Accountant, Yamamoto Yuji
C.P.A. Office (present position)
Apr. 2007
Representative Director and President, Huron
Consulting Group Inc.
Jun. 2011
Outside Corporate Auditor of the Company
Outside Corporate Auditor, Obayashi Road
Reelection
Corporation
Outside1. 1,600
Outside Corporate Auditor, Coco’s Japan Co.,
2. NoneLtd.
Yuji Yamamoto(October 16, 1948)
Jun. 2012
Outside Corporate Auditor, Zensho Holdings
Co., Ltd.
Jun. 2015
Outside Director of the Company (presentposition)
Jun. 2018
Outside Director, DAIKYO INCORPORATED
Jun. 2019
Outside Corporate Auditor, DAIKYOINCORPORATED
Outside Director, SI Holdings plc (presentposition)(Significant concurrent positions outside the Company)
Representative Accountant, Yamamoto Yuji C.P.A. OfficeOutside Director, SI Holdings plc[Reasons for nomination as candidate for Outside Director]
The Company expects that his rich international experience and his broad experience as a corporate manager and as acertified public accountant can be utilized in the management of the Company, and asks you to continue appointing him
as an Outside Director.
(Notes) 1. Yuji Yamamoto is a candidate for Outside Director.
2. Upon approval of his reelection, the Company plans to continue to notify the Tokyo Stock Exchange of hisstatus as an Independent Director.
3. He is currently an Outside Director of the Company and will have served for five (5) years and nine (9)months at the conclusion of this Annual General Meeting of Shareholders.
4. The Company has concluded an agreement with Yuji Yamamoto, 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 of the Companies Act. This insurance policy
covers damages borne by the insured person when that insured person receives a claim for compensationfor damages originating from actions in the execution of their duties and bears legal responsibility for thecompensation of damages for the Company. Candidates are included as insured persons under thisinsurance policy. Moreover, the Company plans to renew this insurance policy with the same details at thetime of the next renewal.

-3-

No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the CompanyOct. 1979

3

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

Joined Tohmatsu Aoki & Co. (current Deloitte
Touche Tohmatsu LLC)
May 1988
Director, Tohmatsu Touche Ross Consulting
Co., Ltd. (current ABeam Consulting Ltd.)May 1990
Partner, Tohmatsu Aoki & Co. (currentDeloitte Touche Tohmatsu LLC)
Apr. 1993
Director, Tohmatsu Consulting Co., Ltd.
(current Deloitte Tohmatsu Consulting LLC)
Mar. 2000
Representative Director and President,Tohmatsu Consulting Co., Ltd.
Oct. 2010
Representative Director and Chairman,Tohmatsu Consulting Co., Ltd.
Nov. 2013
CSO (Chief Strategy Officer), Deloitte Touche
Reelection
Tohmatsu LLC
Outside1. 1,100
Apr. 2016
Representative Accountant, Masahiko Ikaga
2. NoneMasahiko Ikaga
C.P.A. Office (present position)(May 14, 1955)
May 2016
Representative Director, PrajnaLink Co., Ltd.
(present position)
Jun. 2016
Outside Corporate Auditor, Morinaga Milk
Industry Co., Ltd. (present position)
Mar. 2017
Outside Corporate Auditor, Yamaha Motor Co.,
Ltd. (present position)
Jun. 2017
Outside Director of the Company (presentposition)(Significant concurrent positions outside the Company)
Representative Accountant, Masahiko Ikaga C.P.A. Office
Representative Director, PrajnaLink Co., Ltd.
Outside Corporate Auditor, Morinaga Milk Industry Co., Ltd.
Outside Corporate Auditor, Yamaha Motor Co., Ltd.
[Reasons for nomination as candidate for Outside Director]
The Company expects that his wealth of expertise in finance and accounting as a certified public accountant and his
extensive experience and discernment as a corporate manager can be utilized in the management of the Company, andasks you to continue appointing him as an Outside Director.
(Notes) 1. Masahiko Ikaga is a candidate for Outside Director.
2. Upon approval of his reelection, the Company plans to continue to notify the Tokyo Stock Exchange of hisstatus as an Independent Director.
3. He is currently an Outside Director of the Company and will have served for three (3) years and nine (9)months at the conclusion of this Annual General Meeting of Shareholders.
4. Masahiko Ikaga plans to retire as Outside Corporate Auditor of Yamaha Motor Co., Ltd. on March 24,
2021.
5. The Company has concluded an agreement with Masahiko Ikaga, 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.
6. 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 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 and bears legal responsibility for thecompensation of damages for the Company. Candidates are included as insured persons under thisinsurance policy. Moreover, the Company plans to renew this insurance policy with the same details at thetime of the next renewal.

-4-