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 11, 2020
To our shareholders:
Akira Urakami
President and CEO
RYOBI LIMITED762 Mesaki-cho, Fuchu-shi, Hiroshima, JapanNOTICE OF THE 108TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 108th 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 the attached
Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than 5:00
p.m., Thursday, March 26, 2020 (Japan Standard Time).
1. Date and Time: Friday, March 27, 2020 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 the108th Term (from January 1, 2019 to December 31, 2019)
2. The results of audit of the Consolidated Financial Statements for the 108th 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
Proposal 4:
Election of one (1) substitute 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 ¥1,132,913,950.
3. Effective date for the distribution of dividends from surplus
March 30, 2020-2-Proposal 2:

Election of three (3) Directors

The terms of office of the three (3) Directors Satoshi Ohoka, Takashi Suzuki, and Tatsuyoshi Mochizuki will cometo 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)

Apr. 2003
Apr. 2003
Apr. 2003
Jun. 2003
Jun. 2006
Jun. 201212

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

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

1. 4,000
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 thirteen (13) yearsand nine (9) months at the conclusion of this Annual General Meeting of Shareholders.
3. The Company has concluded an agreement with Satoshi Ohoka who is a candidate for Outside Director, tolimit 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 agreement with him.
Sep. 1985
Joined the CompanyJun. 2008
Corporate Officer and General Manager of theBuilders’ Hardware Department at PowerEquipment Division of the Company
Jan. 2015
Corporate Officer, Director of Tokyo BranchReelection
Office and Divisional General Manager of the
1. 7,800
Builders’ Hardware Division of the Company
Takashi Suzuki
2. NoneJun. 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 business 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.

-3-No.

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 ofPlanning and Development Department of theDie Casting Division of the Company
Jun. 2016
Director, Corporate Officer and General
Manager of Planning and Development
Department of the Die Casting Division of theCompany
Apr. 2018
Director, Corporate Officer, Divisional Deputy
General Manager and General Manager ofReelection
Planning and Development Department of the1. 3,300
Die Casting Division of the Company
Tatsuyoshi Mochizuki
Mar. 2019
Director, Corporate Officer, Divisional General 2. None
(April 24, 1956)
Manager and General Manager of Planningand Development Department of the Die
Casting Division of the Company
Apr. 2019
Director, Corporate Officer and Divisional
General Manager of the Die Casting Divisionof the Company
May 2019
Director, Corporate Officer and Executive
Divisional General Manager of the Die Casting
Business of the Company (present position)(Significant concurrent positions outside the Company)
Representative Director and President of Hoei Industries Co.,
Ltd.
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 engaged in the management of Die Casting group companies in and outside Japan, and has accumulated
extensive 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.

-4-Proposal 3:

Election of one (1) Corporate Auditor

The term of office of Corporate Auditor Yoichi Arai 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

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

Senior Partner, Yoichi Arai Law Firm (current Arai SogoLegal Firm) (established) (present position)
Jan. 1990
Outside Audit & Supervisory Board Member, Zuken Inc.
Reelection
OutsideJun. 2012
Outside Corporate Auditor of the Company (present1. 1,400position)
2. NoneYoichi AraiJun. 2016
Outside Director, Zuken Inc. (present position)(April 25, 1944)(Significant concurrent positions outside the Company)
Senior Partner, Arai Sogo Legal Firm
Outside Director, Zuken Inc.
[Reasons for nomination as candidate for Outside Corporate Auditor]
The Company expects that his knowledge as an attorney and his broad perspective and experience as senior partner of his law firm
can be applied to audits of the Company, and that he will provide appropriate guidance and opinions for the management of theCompany, and asks you to continue appointing him as an Outside Corporate Auditor.
(Notes) 1. Yoichi Arai is a candidate for Outside Corporate Auditor.
2. Upon approval of his reelection, Yoichi Arai will be expected to remain an Independent Director in accordance with therules of the Tokyo Stock Exchange.
3. Yoichi Arai 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 Yoichi Arai who is a candidate for Outside Corporate Auditor, 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, the Company plans to renew theaforementioned agreement with him.

-5-Proposal 4:

Election of one (1) substitute Corporate Auditor

The Company proposes that one (1) substitute Corporate Auditor be elected to ensure the continuity of audit
operations even in the event of a vacancy.
The Board of Corporate Auditors has given its consent to this proposal.
The candidate for substitute Corporate Auditor is as follows:

Name(Date of birth)

Career summary, position and significant concurrent positions outside theCompany

1. Number of theCompany’s
shares owned
2. Special interest
with theCompanyApr. 1973
Joined ShibaSoku Co., Ltd.
Jun. 1981
Director, ShibaSoku Co., Ltd.
1. 4,600
Jun. 1991
President & C.E.O, ShibaSoku Co., Ltd. (present position)
2. NoneTakashi Shigezaki(Significant concurrent positions outside the Company)(February 12, 1951)
President & C.E.O, ShibaSoku Co., Ltd.
[Reasons for nomination as candidate for substitute Outside Corporate Auditor]
The Company expects that his experience as a corporate manager, rich international experience and broad insight can be applied toaudits of the Company, and asks you to appoint him as a substitute Outside Corporate Auditor.
(Notes) 1. Takashi Shigezaki is a candidate for substitute Outside Corporate Auditor.
2. Upon approval of election of Takashi Shigezaki, a candidate for substitute Outside Corporate Auditor and his subsequentassumption of the office of Outside Corporate Auditor due to a vacancy, the Company intends to conclude an agreementwith him to limit 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.
Outside-6-