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 4, 2018
To our shareholders:
Akira Urakami
President
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 106th ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 106th 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 21, 2018 (Japan Standard Time).
1. Date and Time: Friday, June 22, 2018 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 the106th Term (from April 1, 2017 to March 31, 2018)
2. The results of audit of the Consolidated Financial Statements for the 106th Term by the Accounting
Auditor and the Board of Corporate Auditors
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of three (3) 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 policy 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 to pay the year-end dividend of ¥35 per common share, increasing by ¥10 per commonshare.
On October 1, 2017, the Company implemented a consolidation of shares to make 5 common shares into 1 share.
As the Company paid an interim dividend of ¥5 per share, the annual dividend is ¥60 per share, comprising theinterim dividend of ¥25 and the year-end dividend of ¥35, when calculated based on the state after theconsolidation of shares.
Year-end dividends
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and their aggregate amount¥35 per common share of the Company; the total amount is ¥1,132,918,815.
3. Effective date of dividends of surplus
June 25, 2018-2-

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for the amendments
Our business year always starts on April 1 of each year and ends on March 31 of the following year, but inorder to make accounting periods uniform with our overseas consolidated subsidiaries, to disclose management
information more timely and accurately, as well as increase business transparency and make the Company
group’s business operation such as budget management and performance management more effective, ourbusiness year will change to start on January 1 and end on December 31.
2. Details of the amendments
The amendments are as follows:(Underline shows changed parts)
Current Articles of Incorporation
Proposed changes(Convocation of annual general meeting)(Convocation of annual general meeting)
Article 13
Article 13
An annual general meeting of shareholders of the Company
An annual general meeting of shareholders of the Company
shall be convened in June every year. An extraordinary generalshall be convened in March every year. An extraordinary
meeting of shareholders shall be convened whenever necessary.
general meeting of shareholders shall be convened whenevernecessary.
(Record date of annual general meeting)(Record date of annual general meeting)
Article 14
Article 14
The record date for voting rights at the Company’s annual
The record date for voting rights at the Company’s annual
general meeting of shareholders shall be March 31 every year.
general meeting of shareholders shall be December 31.
(Business year)(Business year)
Article 37
Article 37
The business year of the Company shall commence on April 1
The business year of the Company shall commence on Januaryof each year and ends on March 31 of the following year.
1 of each year and ends on December 31.
(Year-end dividends)(Year-end dividends)
Article 38
Article 38
In accordance with the resolution reached at the general
In accordance with the resolution reached at the general
meeting of shareholders, the Company shall pay dividends ofmeeting of shareholders, the Company shall pay dividends ofsurplus in cash (the “year-end dividends”) to shareholders andsurplus in cash (the “year-end dividends”) to shareholders andregistered share pledgees recorded in the final shareholder
registered share pledgees recorded in the final shareholder
register as of March 31 every year.
register as of December 31 every year.
(Interim dividends)(Interim dividends)
Article 39
Article 39
In accordance with the resolution reached by the Board ofIn accordance with the resolution reached by the Board ofDirectors, the Company may pay dividends of surplus as set
Directors, the Company may pay dividends of surplus as set
forth by Article 454, paragraph 5 of the Companies Act
forth by Article 454, paragraph 5 of the Companies Act(“interim dividends”) to shareholders and registered share(“interim dividends”) to shareholders and registered sharepledgees recorded in the final shareholder register as ofpledgees recorded in the final shareholder register as of June 30
September 30 every year.
each year.
<Newly established>
Supplementary provision
Article 1
Notwithstanding the provisions of Article 37, the 107th
business year shall be nine months from April 1, 2018 toDecember 31, 2018.
Article 2
Notwithstanding the provisions of Article 39, the record datefor interim dividends for the 107th business year shall be
September 30, 2018.
Article 3
Articles 1 to 3 in this Supplementary Provision shall be deleted
as of January 1, 2019.

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Proposal 3:

Election of three (3) Directors

The terms of office of the four (4) Directors Satoshi Ohoka, Hiroyuki Kawaguchi, Takashi Suzuki, and Tatsuyoshi
Mochizuki 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. 1975
May 2002

Reelection
OutsideSatoshi Ohoka(April 24, 1951)

12

Apr. 2003
Apr. 2003
Apr. 2003
Jun. 2003
Jun. 2006
Jun. 2012

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

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

1. 3,900
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]
The Company expects that his rich international experience, deep academic expertise and experience, and experience asa Corporate Auditor of the Company can be utilized in the management of the Company, and asks you to continue
appointing him as an Outside Director.
(Notes) 1. Satoshi Ohoka is a candidate for Outside Director.
2. Satoshi Ohoka is currently an Outside Director of the Company and will have served for twelve (12) years
at the conclusion of this Annual General Meeting of Shareholders.
3. Upon approval of reelection of Satoshi Ohoka, a candidate for Outside Director, the Company intends torenew the agreement limiting his liability for damages 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.
Sep. 1985
Joined the Company
Jun. 2008
Corporate Officer and General Manager of theBuilders’ Hardware Department at Power
Equipment Division of the Company
Jan. 2015
Corporate Officer, Director of Tokyo BranchReelection
Office and Divisional General Manager of the
1. 5,200
Builders’ Hardware Division of the Company
2. NoneTakashi Suzuki
Jun. 2016
Director, Corporate Officer, Director of Tokyo(December 15, 1951)
Branch Office and Divisional General
Manager of the Builders’ Hardware Division ofthe Company (present position)(Significant concurrent positions outside the Company)
No significant concurrent positions.
[Reasons for nomination as candidate for Director]
Based on the results of overseeing the Builders’ Hardware Division for a long period and his insight into the industry,
the Company believes that he will lead to the improvement of corporate value and sustainable growth for the Group,
and asks you to continue appointing him as a Director.

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Name(Date of birth)

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

Apr. 1979
Dec. 2004
Mar. 20103

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 ofReelection
Planning and Development Department of the
1. 1,400
Die Casting Division of the Company
2. NoneTatsuyoshi Mochizuki
Jun. 2016
Director, Corporate Officer and General(April 24, 1956)
Manager of Planning and Development
Department of the Die Casting Division of theCompany (present position)(Significant concurrent positions outside the Company)
No significant concurrent positions.
[Reasons for nomination as candidate for Director]
He has engaged in the management of die casting group companies in and outside Japan, and has accumulatedextensive 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.
(Note) Tatsuyoshi Mochizuki who is a candidate for Director was appointed Director, Corporate Officer, Divisional
Deputy General Manager and General Manager of Planning and Development Department of Die Casting
Division of the Company on April 1, 2018.

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Proposal 4:

Election of one (1) Corporate Auditor

Shozo Kobayashi will resign as Corporate Auditor at the conclusion of this Annual General Meeting ofShareholders.
Accordingly, the Company proposes that one (1) new 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

Apr. 1982
Jun. 2008

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

Joined the Company
General Manager of Corporate Planning Department of theNew election
Company
1. 700Jun. 2012
Corporate Officer and General Manager of Corporate
2. NoneYoshimi Takino
Planning Department of the Company (present position)(June 9, 1958)(Significant concurrent positions outside the Company)
No significant concurrent positions.
[Reasons for nomination as candidate for Corporate Auditor]
He is mainly involved in corporate planning, is familiar with the corporate management and business operations of the Company,and has an extensive business experience and a wide range of knowledge. The Company therefore believes that he is qualified forthe role of Corporate Auditor and asks you to appoint him as a Corporate Auditor.
(Note) Upon approval of election of Yoshimi Takino who is a candidate for Corporate Auditor, the Company plans to conclude acontract with him to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of limited liability for damages under this agreement is the amount stipulated by laws and regulations.

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