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
June 5, 2017
To our shareholders:
Akira Urakami
President
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 105TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 105th Annual General Meeting of Shareholders of Ryobi Limited (the“Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or the Internet(electromagnetic method). Please indicate your approval or disapproval of the proposals after reviewing theattached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later
than 5:00 p.m., Thursday, June 22, 2017 (Japan Standard Time).
1. Date and Time: Friday, June 23, 2017 at 10:00 a.m. (Japan Standard Time)
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 the105th Term (from April 1, 2016 to March 31, 2017)
2. The results of audit of the Consolidated Financial Statements for the 105th Term by the Accounting
Auditor and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Consolidation of shares
Proposal 3:
Partial amendments to the Articles of Incorporation
Proposal 4:
Election of five (5) Directors- 1 -Reference Documents for the General Meeting of ShareholdersProposals and Reference Matters
Proposal 1:

Appropriation of surplus

The Company’s basic stance is to provide stable, continuous dividends in accordance with performance whileworking to improve profitability and strengthen the corporate structure.
The Company would like the year-end dividend per common share to be ¥5, bringing the total year-end dividend to¥809,242,335.
Combined with the interim dividend (¥5 per share), this brings the annual dividend to ¥10 per share.
Further, the effective date for the distribution of dividends from surplus is June 26, 2017.

Proposal 2:

Consolidation of shares

1. Reason for consolidation of shares
The Japanese stock exchanges announced the “Action Plan for Consolidating Trading Units,” aiming toconsolidate trading units for common shares of all domestic listed companies to 100 shares per unit by October
1, 2018.
As a company listed on the Tokyo Stock Exchange, the Company will respect this purpose and change thetrading unit of the Company’s share from the current number of 1,000 shares to 100 shares, and consolidate
shares with the objective of adjusting the investment unit to an appropriate level.
2. Ratio of consolidation of shares
For the Company’s common share, the Company would like to merge 5 shares into 1 share.
If fractional shares of less than one share arise as a result of the consolidation, such shares shall be disposed ofin one lot in accordance with the provisions of Articles 234 and 235 of the Companies Act. The proceeds ofsuch disposal shall be distributed to shareholders in proportion to the fractional shares they hold.
3. Effective date for the consolidation of shares
October 1, 2017
4. Total number of authorized shares on the effective date:
100,000,000 shares
5. Others
The consolidation of shares pertaining to this proposal is subject to the fact that Proposal 3 “Partialamendments to the Articles of Incorporation” is approved.
At the same time, the Company requests that any other procedural requirements be left to the discretion of theBoard of Directors.

- 2 -Proposal 3:

Partial amendments to the Articles of Incorporation

1. Reasons for the amendments(1) In line with the current status of the Company’s business (operating licensed nursery schools), in order toclarify the business contents and to prepare for business development in the future, nursery school
business is added to the business purpose specified in Article 2 (Purpose) of the Articles of Incorporation.
(2)

Subject to the approval of Proposal 2 “Consolidation of shares”, in order to reduce the total number ofshares authorized to be issued by the Company according to the share consolidation ratio, the Company
will change Article 6 (total number of authorized shares) of the Articles of Incorporation, and in order tochange the number of shares constituting one unit from 1,000 shares to 100 shares, the Company is alsochanging Article 8 (number of shares constituting one unit) of the Articles of Incorporation.
The effective date concerning the changes in Articles 6 and 8 will be October 1, 2017.

2. Details of the amendments
The amendments are as follows:(Underline shows changed parts)
Proposed changes

Current Articles of Incorporation(Purpose)
Article 2
Our company aims to run the following businesses.
1. Manufacture and sales of die casting products(Purpose)
Article 2
Our company aims to run the following businesses.
1. Manufacture and sales of die casting products

2. Manufacture and sales of casting and forging products
other than the preceding item2. Manufacture and sales of casting and forging products
other than the preceding item

3. Manufacture and sale of nonferrous alloy ingots

3. Manufacture and sale of nonferrous alloy ingots

4. Manufacture and sale of plastic products

4. Manufacture and sale of plastic products

5. Manufacture and sale of printing equipment, officeequipment

5. Manufacture and sale of printing equipment, officeequipment

6. Manufacture and sales of electric power tools and otherelectrical equipment

6. Manufacture and sales of electric power tools and otherelectrical equipment

7. Manufacture and sale of engines, engine mountedequipment, pneumatic tools

7. Manufacture and sale of engines, engine mounted
equipment, pneumatic tools

8. Manufacture and sale of building materials, construction
equipment

8. Manufacture and sale of building materials, construction
equipment

9. Design of construction work, construction supervision andcontracting

9. Design of construction work, construction supervision andcontracting

10. Manufacture and sale of medical equipment

10. Manufacture and sale of medical equipment

11. Manufacture, sales of sports and leisure goods andoperation of facilities

11. Manufacture, sales of sports and leisure goods andoperation of facilities

12. Sales of information processing services and related
equipment

12. Sales of information processing services and related
equipment

13. Finance business13. Finance business

14. Curio dealer

14. Curio dealer

15. All business incidental or related to the preceding items

15. Nursery school business(Total number of authorized shares)
Article 6
The total number of shares authorized to be issued by theCompany shall be 500 million shares.

16. All business incidental or related to the preceding items(Total number of authorized shares)
Article 6The total number of shares authorized to be issued by theCompany shall be 100 million shares.

- 3 -Current Articles of Incorporation(Number of shares constituting one unit)
Article 8
The number of shares constituting one unit of the Company
shall be 1,000 shares.

Proposed changes(Number of shares constituting one unit)
Article 8
The number of shares constituting one unit of the Company
shall be 100 shares.

<Newly established>

Supplementary provision
Article 1
The amendments to Articles 6 and 8 shall be effective on andfrom Octobet 1, 2017.
In addition, this Supplementary provision shall be deleted after
October 1, 2017.

- 4 -Proposal 4:

Election of five (5) Directors

The terms of office of the four (4) Directors Akira Urakami, Takashi Yokoyama, Kenjiro Suzuki and YujiYamamoto will come to an end at the conclusion of this Annual General Meeting of Shareholders.
In that regard, the Company proposes the election of 1 additional Outside Director to enhance the management
system, bringing the total Directors of five (5) to be proposed for the election.
The candidates for Directors are as follows:

No.

NameDate of birth

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

Apr. 1989
Jul. 1989

12

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

Joined the Company
Assigned to overseas subsidiary (Arizona,United States) of the Company for three (3)years
Jun. 2003
Corporate Officer of the Company
Jun. 2005
Director and Corporate Officer
Divisional Deputy General Manager andAkira Urakami
General Manager of Planning and1. 133,000
May 20, 1965
Administration Department of Die Casting
2. NoneDivision and in charge of Marketing
Development of the Company
Jun. 2007
Director of the Company
President of Ryobi Imagix Co.
Jun. 2011
President of the Company (present position)(Significant concurrent positions outside the Company)
Director and Chairman of Ryobi MHI Graphic Technology Ltd.
[Reasons for nomination as candidate for Director]
He has clarified the Company’s management policy as President, and has promoted enhancement of corporate value
and strengthening of management foundation. The Company believes that his track record and abundant experience will
enable us to strengthen management structure of the Group and enhance corporate governance, and ask you to continue
appointing him as a Director.
Apr. 1973
Joined the Company
Jun. 1999
Director of the Company
Jun. 2000
Director and Corporate OfficerJun. 2005
Director and Executive Corporate Officer
Takashi Yokoyama
1. 96,000
Divisional General Manager of Die Casting
August 6, 1949
2. NoneDivision 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 extensive experience and expert knowledge about management. The Company believes that as the Director who
oversees the Die Casting Division, he will lead to the improvement of corporate value and sustainable growth for theGroup, and ask you to continue appointing him as a Director.

- 5 -No.

Name
Date of birth

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

Apr. 1982
Jun. 2003
Jun. 2005
Oct. 201234

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

Joined the Company
Corporate Officer of the Company
Director and Corporate Officer
Director and Corporate Officerin charge of Graphic Systems and Divisional
General Manager of Power Equipment
Kenjiro Suzuki
Division of the Company
1. 61,000
February 6, 1958
Jun. 2013
Director and Corporate Officer
2. NoneDivisional General Manager of Power
Equipment Division of the Company (presentposition)(Significant concurrent positions outside the Company)
President of Ryobi Sales Co.
Chairman of Ryobi Dalian Machinery Co., Ltd.
[Reasons for nomination as candidate for Director]
Based on the results of overseeing the Power Equipment Division of the Company and his overseas management
experience and insight so far, the Company believes that as a Director, he will lead to the improvement of corporate
value and sustainable growth for the Group, and ask you to continue appointing him as a Director.
Jun. 1975
Joined Arthur Andersen & Co., Tokyo Office
Sep. 1990
Worldwide 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.
Yuji Yamamoto
1. 7,000
Jun. 2011
Outside Corporate Auditor of the Company
October 16, 1948
2. NoneJun. 2011
Outside Corporate Auditor, Obayashi RoadCorporationJun. 2011
Outside Corporate Auditor, Coco’s Japan Co.,
Ltd. (present position)
Jun. 2012
Outside Auditor, Zensho Holdings Co., Ltd.
Jun. 2015
Outside Director of the Company (presentposition)(Significant concurrent positions outside the Company)
Representative Accountant, Yamamoto Yuji C.P.A. OfficeOutside Corporate Auditor, Coco’s Japan Co., Ltd.
[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 ask you to continue appointing him
as an Outside Director.

- 6 -No.

NameDate of birthCareer summary, position, responsibilities andsignificant concurrent positions outside the Company

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

Oct. 1979

5

Notes:

Joined Tohmatsu Aoki & Co. (current Deloitte
Touche Tohmatsu LLC)
May 1988
Director, Tohmatsu Touche Ross ConsultingCo., Ltd. (current ABeam Consulting Ltd.)May 1990
Partner, Tohmatsu Aoki & Co.
Apr. 1993
Director, Tohmatsu Consulting Co., Ltd.
(current Deloitte Tohmatsu Consulting LLC)
Mar. 2000
Representative Director and President,Tohmatsu Consulting Co., Ltd.
New election
Oct. 2010
Representative Director and Chairman,
Tohmatsu Consulting Co., Ltd.
1. 0
Masahiko Ikaga
Nov. 2013
CSO (Chief Strategy Officer), Deloitte Touche 2. None
May 14, 1955
Tohmatsu LLC
May 2016
Representative Director, PrajnaLink Co., Ltd.
(present position)
Jun. 2016
Outside Audit & Supervisory Board Member,
Morinaga Milk Industry Co., Ltd. (presentposition)
Mar. 2017
Outside Audit & Supervisory Board Member,
Yamaha Motor Co., Ltd. (present position)(Significant concurrent positions outside the Company)
Representative Director, PrajnaLink 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 hisextensive experience and discernment as a corporate manager can be utilized in the management of the Company, andask you to appoint him as an Outside Director.
1. Yuji Yamamoto and Masahiko Ikaga are candidates for Outside Directors.
2. Upon approval of his reelection, Yuji Yamamoto will be expected to remain an Independent Director in accordance withthe rules of the Tokyo Stock Exchange.
3. Yuji Yamamoto is currently an Outside Director of the Company and will have served for two (2) years at theconclusion of this Annual General Meeting of Shareholders.
4. Masahiko Ikaga is a new candidate for Outside Director.
5. Masahiko Ikaga, a candidate for Outside Director, concluded a business outsourcing agreement with the Company, but
its remuneration amount is less than 1% of our sales and does not impair independence.
6. Upon approval of reelection of Yuji Yamamoto who is a candidate for Outside Director, the Company plans to conclude
a contract with him to limit the liability under Article 423, Paragraph 1 of the Companies Act. The amount of limited
liability under this agreement is the amount stipulated by laws and regulations. Upon approval of his reelection, theCompany plans to renew the aforementioned contract with him. Upon approval of election of Masahiko Ikaga who is acandidate for Outside Director, the Company plans to conclude a similar contract with him.

- 7 -