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, 2019
To our shareholders:
Akira Urakami
President
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 107TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 107th 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., Wednesday, March 27, 2019 (Japan Standard Time).
1. Date and Time: Thursday, March 28, 2019 at 10:00 a.m. (Japan Standard Time) (The reception will start at
9:00 a.m.)
The date is not similar to that of the last annual general meeting of shareholders (June 22,2018) because the end of our business year was changed from March 31 to December 31
starting with the 107th business year.
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 the107th Term (from April 1, 2018 to December 31, 2018)
2. The results of audit of the Consolidated Financial Statements for the 107th 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-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 ¥35.
Combined with the interim dividend (¥35 per share), this brings the annual dividend to ¥70 per share.
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 ¥1,132,917,590.
3. Effective date for the distribution of dividends from surplus
March 29, 2019-2-

Proposal 2:

Election of three (3) Directors

The terms of office of the four (4) Directors Akira Urakami, Takashi Yokoyama, Yuji Yamamoto and MasahikoIkaga 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

Jun. 2003
Jun. 2005
Reelection

1Akira Urakami(May 20, 1965)
Jun. 2007
Jun. 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 Casting
Division 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. 47,900
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 has clarified the Company’s management policy as President, and is guiding the Group under his strong leadership.
Given his track record and experience, the Company believes that he will contribute to sustainable medium- and longterm improvements of corporate value, and asks you to continue appointing him as a Director.

-3-No.

Name(Date of birth)

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

2

1. Number of theCompany’s
shares owned
2. Special interest
with 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.
Reelection
Jun. 2011
Outside Corporate Auditor of the Company
OutsideOutside Corporate Auditor, Obayashi Road
1. 1,400
Corporation
2. NoneYuji Yamamoto
Outside Corporate Auditor, Coco’s Japan Co.,
(October 16, 1948)
Ltd. (present position)
Jun. 2012
Outside Corporate Auditor, Zensho Holdings
Co., Ltd.
Jun. 2015
Outside Director of the Company (presentposition)
Jun. 2018
Outside Director, DAIKYO INCORPORATED(present position)(Significant concurrent positions outside the Company)
Representative Accountant, Yamamoto Yuji C.P.A. OfficeOutside Corporate Auditor, Coco’s Japan Co., Ltd.
Outside Director, DAIKYO INCORPORATED[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.

-4-No.

Name(Date of birth)

Career summary, position, responsibilities andsignificant concurrent positions outside the CompanyOct. 19793(Notes)

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

Joined Tohmatsu Aoki & Co. (current DeloitteTouche 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.
Oct. 2010
Representative Director and Chairman,Tohmatsu Consulting Co., Ltd.
Nov. 2013
CSO (Chief Strategy Officer), Deloitte Touche
Tohmatsu LLC
Apr. 2016
Representative Accountant, Masahiko Ikaga
Reelection
C.P.A. Office (present position)
OutsideMay 2016
Representative Director, PrajnaLink Co., Ltd. 1. 300
2. None(present position)
Masahiko Ikaga
Jun. 2016
Outside Corporate Audit & Supervisory Board(May 14, 1955)
Member, Morinaga Milk Industry Co., Ltd.
(present position)
Mar. 2017
Outside Corporate Audit & Supervisory Board
Member, Yamaha Motor Co., Ltd. (presentposition)
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 Audit & Supervisory Board Member,
Morinaga Milk Industry Co., Ltd.
Outside Corporate Audit & Supervisory Board Member,
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.
1. Yuji Yamamoto and Masahiko Ikaga are candidates for Outside Directors.
2. Upon approval of their reelection, Yuji Yamamoto and Masahiko Ikaga will be expected to remain Independent Directors
in accordance with the rules of the Tokyo Stock Exchange.
3. Yuji Yamamoto 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 is currently an Outside Director of the Company and will have served for one (1) year and nine (9)months at the conclusion of this Annual General Meeting of Shareholders.
5. Upon approval of reelection of Yuji Yamamoto and Masahiko Ikaga who are candidates for Outside Directors, theCompany plans to conclude a contract with them 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 their reelection, the Company plans to renew the aforementioned contract with them.

-5-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 andsignificant concurrent positions outside the Company

Apr. 1977
Mar. 1995

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

Joined the Bank of Japan
Retired from the position of Manager, Bank Supervision
Department, Bank of Japan
Aug. 1996
Principal, A.T. KearneyApr.
2003
ManagingDirector and CFO, Yamato Life Insurance Co.,
Reelection
Ltd.
Outside1. 200
Apr. 2006
Chairman and CEO, American Appraisal Japan Co., Ltd.
2. NoneTakashi Hatagawa
May 2012
Senior Advisor, Oliver Wyman Group(August 31, 1953)
May 2014
Director, Riverfield Corporation (present position)
Jun. 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 believes that his broad experience and perspective as a corporate manager and business knowledge as the financedepartment general manager of a life insurance company can be applied to audits of the Company, and asks you to continue
appointing him as an Outside Corporate Auditor.
(Notes) 1. Takashi Hatagawa is a candidate for Outside Corporate Auditor.
2. Upon approval of his reelection, Takashi Hatagawa will be expected to remain an Independent Director in accordancewith the rules of the Tokyo Stock Exchange.
3. Takashi Hatagawa is currently an Outside Corporate Auditor 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. Upon approval of reelection of Takashi Hatagawa who is a candidate for Outside Corporate Auditor, the Company plans
to conclude a contract with him to limit the liability under Article 423, Paragraph 1 of the Companies Act. The amountof limited liability under this agreement is the amount stipulated by laws and regulations. Upon approval of hisreelection, the Company plans to renew the aforementioned contract with him.

-6-