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 10, 2023
To our shareholders:
Akira Urakami
President and CEO
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 111TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 111th Annual General Meeting of Shareholders of Ryobi Limited (the “Company”),
which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information as“Notice of the 111th Annual General Meeting of Shareholders” on the Company’s website. Please access theCompany’s website using the Internet address shown below to review the information.
The Company’s website:
https://www.ryobi-group.co.jp/ir/shareholders_meeting.html (in Japanese only)
In addition to posting items for which measures for providing information in electronic format are to be taken on theCompany’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 only)
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 28, 2023.
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 29, 2023 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 the111th Term (from January 1, 2022 to December 31, 2022)
2. The results of audit of the Consolidated Financial Statements for the 111th Term by the Accounting Auditor
and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Three (3) Directors
Proposal 3:
Election of One (1) Corporate Auditor-1-

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) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements; and ii) 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 ¥25, considering the operating performancefor the current fiscal year and business development in the future.
Combined with the interim dividend (¥20 per share), this brings the annual dividend to ¥45 per share.
Year-end dividends
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and their aggregate amount¥25 per common share of the Company; the total amount is ¥809,214,075.
3. Effective date for the distribution of dividends from surplus
March 30, 2023-3-

Proposal 2:

Election of Three (3) Directors

The terms of office of the three (3) Directors Akira Urakami, Yuji Yamamoto and Masahiko Ikaga will come to an
end 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

Akira Urakami(May 20, 1965)

Jun. 2003
Jun. 2005

Reelection
MaleJun. 2007
Jun. 2011
1

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 Casting
Division and in charge of Marketing
Development of the Company
Director of the Company
President, Ryobi Imagix Co.
President of the Company (present position)

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

1. 54,700
2. None(Significant concurrent positions outside the Company)
No significant concurrent positions.
[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 electing him as a Director.
(Note) 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 fordamages originating from actions in the execution of their duties as an officer and bears legal responsibility forthe 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 the same details at the time of the next
renewal.

-4-No.

Name(Date of birth)

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

2

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

Joined Tohmatsu Aoki & Co. (current DeloitteTouche 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. (currentDeloitte Tohmatsu Consulting LLC)
Oct. 2010
Representative Director and Chairman,Tohmatsu Consulting Co., Ltd. (currentDeloitte Tohmatsu Consulting LLC)
Masahiko Ikaga(May 14, 1955)
Nov. 2013
CSO (Chief Strategy Officer), Deloitte Touche
1. 2,300
Tohmatsu LLC
2. NoneReelection
Apr. 2016
Representative Accountant, Masahiko Ikaga
OutsideC.P.A. Office (present position)
MaleMay 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.
Jun. 2017
Director of the Company (present position)
Jun. 2022
Outside Auditor, Santen Pharmaceutical Co.,
Ltd. (present position)(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 Auditor, Santen Pharmaceutical Co., Ltd.
[Reasons for nomination as candidate for Outside Director and expected role, etc.]
The Company expects him to use his wealth of expertise in finance and accounting as a certified public accountant andhis extensive experience and broad insight as a corporate manager to provide appropriate guidance and opinions on themanagement of the Company, and asks you to continue electing him as an Outside Director.
(Notes) 1. Masahiko Ikaga 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 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 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. If hisreelection 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. 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 Company

Mar. 2000

31. Number of theCompany’sshares owned
2. Special interestwith theCompanyCEO&President, Nihon Dento Kougyo Co.,
Ltd. (present position)
Apr. 2012
Representative Director and President, Nihon
Accessory Co., Ltd. (present position)
Jul. 2012
Representative Director and President, JulicoCo., Ltd. (present position)
May 2015
Vice President, Saitama Employers
Association (present position)
Mami Ito(September 7, 1967)
Jun. 2020
Outside Director, Kimoto Co., Ltd. (present1. 0position)
2. NoneNew election
Apr. 2021
Deputy Representative Director, Monozukuri
OutsideNadeshiko (present position)
FemaleMay 2021
Chairperson, Saitama Plating Industry
Association (present position)(Significant concurrent positions outside the Company)
CEO&President, Nihon Dento Kougyo Co., Ltd.
Representative Director and President, Nihon Accessory Co.,
Ltd.
Representative Director and President, Julico Co., Ltd.
Outside Director, Kimoto Co., Ltd.
[Reasons for nomination as candidate for Outside Director and expected role, etc.]
The Company expects her to use her broad experience as a female corporate manager, and her international experienceto provide useful guidance and opinion on the management of the Company, and asks you to newly elect her as anOutside Director.
(Notes) 1. Mami Ito is a candidate for Outside Director.
2. If her election is approved and adopted, the Company plans to notify the Tokyo Stock Exchange of her
status as an Independent Director.
3. If her election is approved and adopted, the Company plans to conclude an agreement with Mami Ito, who
is a candidate for Outside Director, limiting her 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.
4. 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. If her election is approved and adopted, the Company plans toenter into the same contract with her.

-6-Proposal 3:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Takashi Hatagawa 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 theCompanyApr. 1977
Mar. 1995

1. Number of theCompany’sshares owned
2. Special
interest withthe Company

Joined the Bank of Japan
Retired from the position of Manager, Bank Supervision
Department, Bank of Japan
Aug. 1996
Principal, A.T. Kearney
Takashi Hatagawa
Apr. 2003
Managing Director and CFO, Yamato Life Insurance Co.,
(August 31, 1953)
Ltd.
1. 1,900
Apr. 2006
Chairman and CEO, American Appraisal Japan Co., Ltd.
2. NoneReelection
May 2012
Senior Advisor, Oliver Wyman Group
OutsideMay 2014
Director, Riverfield Corporation (present position)
MaleJun. 2015
Outside Corporate Auditor of the Company (presentposition)(Significant concurrent positions outside the Company)
Director, Riverfield Corporation[Reasons for nomination as candidate for Outside Corporate Auditor]
The Company expects that he can provide appropriate guidance and opinions on the management of the Company, based on hisexpansive experience and broad perspective as a corporate manager and his knowledge of business processes as a general manager
of a finance division of a life insurance company, and asks you to continue electing him as an Outside Corporate Auditor.
(Notes) 1. Takashi Hatagawa is a candidate for Outside Corporate Auditor.
2. If his reelection is approved and adopted, the Company plans to continue to notify the Tokyo Stock Exchange of hisstatus as an Independent Director.
3. He is currently an Outside Corporate Auditor of the Company and will have served for seven (7) years and nine (9)months at the conclusion of this Annual General Meeting of Shareholders.
4. The Company has concluded an agreement with Takashi Hatagawa, who is a candidate for Outside Corporate Auditor,
limiting his liability for damages to the minimum amount of liability stipulated in Article 425, paragraph (1) of theCompanies 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 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 2 and 3 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

12
3
4
5
6
7

Corporatemanagement
Global experience
MarketingTechnology
Finance/accounting
Human resource
development
Risk management,
governance, andcomplianceInternalAkira Tatsuyoshi Satoshi
Urakami Mochizuki Ohoka

○

○

○
○

○

Masahiko
Mami Ito
Ikaga

○
○

○
○
○

○

○
○

○
○

Corporate Auditor
Full-timePart-time

OutsideTakashi
Suzuki

YoichiArai○

Takashi
Hatagawa

○
○

○
○
○

○
○

○

○

○

○

CertifiedPublicCorporate
Corporate
AcademiAttorney
Accountant
Main qualifications, etc.
managermanagerc expert
Corporatemanager(Note) The above skills matrix does not represent all the expertise of each person, but up to four (4) items that are particularly expected.

-8-