These documents have been translated from Japanese originals for reference purposes only.

In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

(Securities Code 6789) March 11, 2024 (The starting date of the electronic provision measure March 5, 2024)

To Shareholders with Voting Rights:

Kohei Tanabe

President, Representative Director

Roland DG Corporation

1-1-2, Shinmiyakoda,

Hamana-ku, Hamamatsu, Shizuoka,

Japan

NOTICE OF

THE 43rd ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 43rd Ordinary General Meeting (the "Meeting") of Shareholders of Roland DG Corporation (the "Company"). The Meeting will be held for the purposes as described below.

Upon convening the Meeting, the electronic provision measure is taken and information on matters to the electronic provision measure is posted as "NOTICE OF THE 43rd ORDINARY GENERAL MEETING OF SHAREHOLDERS" on the website at the following URL:

https://ir.rolanddg.com/en/ir/stock/meeting.html

Tokyo Stock Exchange website(Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Access the above website, enter or search for the Company's name or securities code, then select "Basic information" and"Documents for public inspection/PR information" in that order for reference.

Also, you may exercise your voting rights in writing or via the Internet prior to the Meeting in lieu of attending the Meeting. Please review the Reference Documents for the General Meeting of Shareholders included in the information on the electronic provision measure and exercise your voting rights no later than 5:20p.m. on Thursday, March 28, 2024 Japan time.

1

  1. Date and Time:
  2. Place:
  3. Meeting Agenda: Matters to be reported:

Friday, March 29, 2024 at 2:00 p.m. Japan time (Reception starts at 1:00 p.m.)

Conference room 52, 53 at ACT CITY HAMAMATSU Congress Center 5F 111-1 Itayamachi, Chuo-ku, Hamamatsu, Shizuoka, Japan

The time and venue of the meeting have changed from last year. Please make sure to come to the right place.

  1. The Business Report, Consolidated Financial Statements and audit report on Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the Company's 43rd Fiscal Year (from January 1, 2023 to December 31, 2023)
  2. Non-ConsolidatedFinancial Statements for the Company's 43rd Fiscal Year (from January 1, 2023 to December 31, 2023)

Proposals to be resolved:

Proposal No. 1: Election of Six Directors

Proposal No. 2: Election of Two Audit & Supervisory Board Member

Note:

To shareholders who have not requested a paper copy, the reference documents for the General Meeting of Shareholders are sent as well.

In the paper copy to be sent to shareholders who have requested it, pursuant to applicable laws and regulations and Article 15 of the Company's Articles of Incorporation, the following matters are not set forth, so such paper copy is only a part of the documents that have been audited by the Audit & Supervisory Board Members and the Accounting Auditor in the course of preparing the audit report.

  • The Consolidated Statements of Changes in Net Assets and the Explanatory Notes on Consolidated Financial Statements

The Statements of Changes in Net Assets and the Explanatory Notes on Non-Consolidated Financial Statements

Any updates on matters to the electronic provision measure will be posted on the website as set forth herein.

2

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal No. 1: Election of Six Directors

Election of seven Directors was approved at the 42nd Ordinary General Meeting of Shareholders held on March 24, 2023. The terms of office of all seven Directors will expire at the conclusion of this year's Ordinary General Meeting of Shareholders.

Accordingly, in order to expedite the Company's decision making, the Company proposes to reduce the number of its directors by one and elect six directors.

The candidates for Directors are as follows:

No

Name

Current position of the Company

1

Reelection

Kohei Tanabe

President, Representative Director

2

Reelection

Andrew Oransky

Director Managing Executive Officer

3

Reelection

Osamu Hosokubo

Outside

Outside Director

Independent

4

Reelection

Naoko Okada

Outside

Outside Director

Independent

5

Reelection

Brian K. Heywood

Outside

Outside Director

6

Reelection

Yasuhiro Kasahara

Outside

Outside Director

Independent

3

Number of

Name

Career summary, significant concurrent positions,

shares of

No.

the

(Date of birth)

and current position and responsibilities at the Company

Company

held

April 2000

Joined Roland DG Corporation

November 2012

General Manager of Medical Business Unit

January 2014

Division Vice President of Market

Development HQ

April 2015

Executive Officer

Division Vice President of Easy Shape

Business Development HQ

April 2017

President , Representative Director of

DGSHAPE Corporation

General Manager of DGSHAPE Market

Development Dept. of DGSHAPE

Corporation

March 2018

Director of the Company

Kohei Tanabe

In charge of 3D Business

September 2018

In charge of DP Business

(August 23, 1977)

Division President of DP Business Division

(46 years old)

March 2020

President, Representative Director

(Reelection)

In charge of COTO Business

1

In charge of DGSHAPE Business

2,642

March 2022

President, Representative Director (current

Attendance at the

shares

position)

Board of

[Significant concurrent positions]

Directors

Not applicable

Meetings

[Special interests with the Company]

100% (19/19)

Not applicable

Reasons for the nomination of the candidate for director:

Kohei Tanabe has been engaged in overseas sales and

business development at the Company and has a wealth of

experience and achievements. As president of DGSHAPE

Corporation, a subsidiary of the Company, he has mainly

contributed to the foundation and growth of the dental

business, is in charge of the DP (Digital Printing) Business

Division and has management experience as a director since

2018 and as president of the Company since 2020.

Therefore, we have determined that he is qualified for the

position of striving to plan and implement management

strategies and supervising business operations of the

Company and ask for your approval of our proposal to elect

him as a Director.

4

Number of

Name

Career summary, significant concurrent positions,

shares of

No.

the

(Date of birth)

and current position and responsibilities at the Company

Company

held

March 1998

Joined Arkwright Inc. (Currently Sihl USA)

January 2000 Joined ENCAD, Inc.

January 2008 Joined Roland DGA Corporation

August 2016

President of Roland DGA Corporation

January 2019 CEO of Roland DGA Corporation (current

position)

Andrew Oransky

March 2022

Director Managing Executive Officer (current

position) of the Company

(February 17,

In charge of Sales and Marketing (current

1975)

position)

(49 years old)

[Significant concurrent positions]

(Reelection)

Director and CEO of Roland DGA Corporation

0

2

[Special interests with the Company]

shares

Attendance at the

Not applicable

Reasons for the nomination of the candidate for director:

Board of

Directors

Andrew Oransky worked in the sales department for many

years and also served as the president and CEO of the

Meetings

Company's U.S. sales subsidiary, and has wide experience

100% (19/19)

and achievements in sales and management.

Since he is versed with the Company's target markets,

customers, competitors, and sales subsidiaries in each

region, we have determined that he is qualified for promoting

the implementation of the Company's future management

strategy and supervising the business operation. Accordingly,

we are requesting your approval of our proposal to elect him

as a Director.

5

Name

Career summary, significant concurrent positions,

Number of

No.

shares of the

(Date of birth)

and current position and responsibilities at the Company

Company

held

June 2007

Executive Director of Japan Asia Investment

June 2012

Co., Ltd.

President & CEO of Japan Asia Investment

July 2017

Co., Ltd.

Founder & CEO of Great Asia Capital &

October 2017

Consulting LLC (current position)

Outside Director of Shikigaku Co., Ltd.

(current position)

November 2017

Outside Director of Saisan Co., Ltd. (current

position)

February 2018 Director of Kips Co., Ltd.

December 2018

Outside Auditor of Malignant Tumor

Treatment Technologies, Inc. (current

June 2019

position)

Osamu

Outside Director, Audit Committee of Wacom

March 2020

Co., Ltd. (current position)

Hosokubo

Outside Director of the Company (current

(February 3,

position)

1961)

September 2020 Outside Director of ANSeeN Inc. (current

(63 years old)

January 2021

position)

(Reelection)

Director of Risk Communication Institute of

3

Japan (current position)

1,001

(Outside)

[Significant concurrent positions]

shares

(Independent)

Founder & CEO of Great Asia Capital & Consulting LLC

Attendance at the

Outside Director of Shikigaku Co., Ltd.

Outside Director of Saisan Co., Ltd.

Board of

Outside Auditor of Malignant Tumor Treatment Technologies,

Directors

Inc.

Meetings

Outside Director, Audit Committee of Wacom Co., Ltd.

100% (19/19)

Outside Director of ANSeeN Inc.

Director of Risk Communication Institute of Japan

[Special interests with the Company]

Not applicable

Reasons for the nomination of the candidate for outside

Director and summary of his expected role:

Osamu Hosokubo has been engaged in investing in companies, acquiring companies, and setting up companies as an expert in corporate management and investment for many years, and has a wealth of experience and considerable knowledge. We would like him to use his knowledge for corporate management in general, and we have determined that he is appropriate for independently monitoring and advising on the management of the Company to enhance the transparency and supervisory functions of the Board of Directors.

6

Name

Career summary, significant concurrent positions,

Number of

No.

shares of the

(Date of birth)

and current position and responsibilities at the Company

Company

held

April 2007

General Manager of Management Division,

January 2009

EC Navi Company(Currently Voyage Group)

General Manager of Public Relations Office,

July 2009

EC Navi Company

Founder and CEO of Network

March 2014

Communications Corp. (current position)

Producer, Executive Division, Every LLC

March 2020

Outside Director of the Company (current

July 2020

position)

Deputy Representative Director of

October 2021

Risk Communication Institute of Japan

Naoko Okada

Outside Director of Retrieva, Inc. (current

position)

(June 7, 1978)

June 2022

Outside Director of NITTOC

(45 years old)

December 2023

CONSTRUCTION CO.,LTD. (current position)

(Reelection)

Outside Director, Audit Committee of People,

Dreams & Technologies Group Co.,Ltd.

(Outside)

(current position)

1,001

4 (Independent)

[Significant concurrent positions]

shares

Attendance at the

CEO of Network Communications Corp.

Outside Director of Retrieva, Inc.

Board of

Outside Director of NITTOC CONSTRUCTION CO.,LTD.

Directors

Outside Director, Audit Committee of People, Dreams &

Meetings

Technologies Group Co.,Ltd.

100% (19/19)

[Special interests with the Company]

Not applicable

Reasons for the nomination of the candidate for outside

Director and summary of her expected role:

Naoko Okada has been engaged in practice as an expert in corporate management and corporate public relations for many years, and has a wealth of experience and considerable knowledge.

We would like her to use her knowledge for corporate management in general, and we have determined that she is appropriate for independently monitoring and advising on the management of the Company to enhance the transparency and supervisory functions of the Board of Directors.

7

Number

No.

Name

Career summary, significant concurrent positions,

of shares

of the

(Date of birth)

and current position and responsibilities at the Company

Company

held

September 1991 Joined J. D. Power and Associates

August 1997

Director of Belron International

August 1999

Vice President of Citibank, N.A.

January 2001 CEO of Taiyo Pacific Partners L.P. (current

position)

December 2009 Outside Director of Ohizumi Mfg. Co., Ltd.

November 2011 Outside Director of SEIRYU Asset

Management Ltd.

November 2014 Outside Director of Roland Corporation

March 2020

Outside Director of the Company (current

June 2020

position)

Outside Director of Maxell Holdings,

June 2020

Ltd.(Currently Maxell, Ltd.)

Outside Director of Nifco Inc. (current

Brian K.

March 2022

position)

Outside Director of Roland Corporation

Heywood

(current position)

(January 9, 1967)

[Significant concurrent positions]

(57 years old)

CEO of Taiyo Pacific Partners L.P.

(Reelection)

Outside Director of Nifco Inc.

Outside Director of Roland Corporation

0

5

(Outside)

[Special interests with the Company]

shares

Attendance at the

Candidate Brian K. Heywood is the CEO of Taiyo Pacific

Board of

Partners, L.P., the shareholder of the Company and the

Company and has entered into an advisory agreement

Directors

between the Company and Taiyo Pacific Partners for the

Meetings

purpose of providing advice and recommendations regarding

94.7% (18/19)

management strategies and business strategies. However,

the proportion of the amounts of transactions is less than 1%

in consolidated gross sales of the Company and Taiyo Pacific

Partners, respectively. Please be noted that the Company

receives services of the advisory agreement from other staffs

of Taiyo Pacific Partners.

Reasons for the nomination of the candidate for outside

Director and summary of his expected role:

Brian K. Heywood is the CEO of Taiyo Pacific Partners, L.P.,

the shareholder of the Company. He has over 30 years of

experience in the Japanese market. His entire career has

been focused on helping Japanese companies improve and

grow their businesses. He has been a friendly, supportive

voice to Roland DG as a shareholder for the past over 18

years. The Company asked him to serve on the board, hoping

to leverage his expertise and perspective as a shareholder for

the enhancement of corporate value.

8

Name

Career summary, significant concurrent positions,

Number of

No.

shares of the

(Date of birth)

and current position and responsibilities at the Company

Company

held

October 2006

Registered as Attorney-at-law

October 2006

Joined Nagashima Ohno & Tsunematsu

September 2012 Nagashima Ohno & Tsunematsu NY LLP

September 2014 Machado Meyer Sendacz Opice Advogados

April 2016

(Sao Paulo)

Part-time Lecturer at the University of Tokyo,

January 2017

Faculty of Law

Partner of Nagashima Ohno & Tsunematsu

April 2019

(current position)

Visiting Associate Professor, The University of

March 2023

Tokyo, Graduate Schools for Law and Politics

Outside Director of the Company (current

Yasuhiro

December 2023

position)

Director of ZENSHO

Kasahara

(October 11,

INTERNATIONAL LIMITED(current position)

1982)

[Significant concurrent positions]

(41 years old)

Partner of Nagashima Ohno & Tsunematsu

ZENSHO INTERNATIONAL LIMITED Director

(Reelection)

[Special interests with the Company]

0

6

(Outside)

Candidate Yasuhiro Kasahara is a partner of Nagashima

shares

(Independent)

Ohno & Tsunematsu and the Company has business

transactions with the firm based on a contract in relation to

Attendance at the consignment of legal services. However, the proportion of

Board of

the amounts of transactions is less than 1% in consolidated

Directors

sales of the Company and Nagashima Ohno &

Meetings

Tsunematsu, respectively. Please be noted that the

100% (16/16)

Company receives legal services from other attorneys of

the firm.

Reasons for the nomination of the candidate for outside

Director and summary of his expected role:

Yasuhiro Kasahara has been engaged in corporate law matters for many years as an attorney registered both in and outside Japan, and has a wealth of experience and considerable knowledge. He has no direct experience in corporate management, but we would like him to use his considerable knowledge for corporate management in general, and to independently monitor and advise on the management of the Company in order to enhance the transparency and supervisory functions of the Board of Directors.

Notes

1. Candidate Osamu Hosokubo, Naoko Okada, Brian K. Heywood and Yasuhiro Kasahara are candidates for Outside Directors as stipulated by Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.

Candidate Osamu Hosokubo, Naoko Okada and Yasuhiro Kasahara satisfy the requirements for the standard concerning independency of outside officers set out by the Company and the requirements of independency of the Tokyo Stock Exchange, Inc. (the "TSE"). Therefore, the Company has designated them as independent officers who are not likely to have conflict of interest with general shareholders and to be designated as such as required by the TSE. And the Company has registered them with the TSE as independent officers. For the details of the requirements for the standard concerning independency of outside officers set out by the Company, please refer to the Company's website.(https://www.rolanddg.com/en/about-us/management/corporate- governance)

9

  1. Candidate Osamu Hosokubo, Naoko Okada and Brian K. Heywood will have served as an Outside Director of the Company for four years (four terms) and candidate Yasuhiro Kasahara will have served as an Outside Director of the Company for one years (one terms) at the conclusion of this year's Ordinary General Meeting of Shareholders.
  2. Limited liability contract with the Non-Executive Directors

  3. The Company has entered into a limited liability contract with Candidate Osamu Hosokubo, Naoko Okada, Brian K. Heywood and Yasuhiro Kasahara as a Non-Executive Director, pursuant to Article 427, Paragraph 1 of the Companies Act where the liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act shall be limited to the minimum limited liability amount as stipulated by laws and regulations so long as he performs their duties in good faith and without gross negligence. If the reelection of Candidate Osamu Hosokubo, Naoko Okada, Brian K. Heywood and Yasuhiro Kasahara are approved, the Company will continue such contract with Director.
  4. The Company has executed with an insurance Company a directors and officers liability insurance agreement set forth in Article 430-3, Paragraph 1 of the Companies Act, and the damages that may be borne by the insureds resulting from their responsibilities for the performance of their duties or from claims for the pursuit of such responsibilities will be insured by such insurance agreement. All candidates are to be included as insureds in the insurance agreement. The Company plans to renew the insurance agreement with the same terms during the term of office of the insureds.
  5. The indicated number of the Company's shares held by each candidate is obtained by adding the number of shares owned by each candidate and such candidate's share interests in the Roland DG executive share ownership plan.
  6. Policies and procedures for nominating candidates for Directors and Audit & Supervisory Board Members of the Company
    When nominating candidates for Directors and Audit & Supervisory Board Members for the Company, the Appointment and Compensation Committee, comprising 3 to 5 Directors (half or more of which are independent Outside Directors), will discuss the fitness of candidates of officers in light of selection standards set forth in the "RULES OF APPOINTMENT AND COMPENSATION COMMITTEE" and report the discussion results to the the President, Representative Director. The President, Representative Director then places the proposal of election of officers on the agenda of the Board of Directors Meeting and Audit & Supervisory Board Meeting. Upon resolution of the proposal in these meetings, such proposal is subsequently placed on an agenda of the General Meeting of Shareholders. To ensure transparency, the committee is chaired by an independent outside director. The procedures for nominating candidates are disclosed in the Corporate Governance Report addressed to the Tokyo Stock Exchange, Inc. In terms of independence, details of the Company's standard for independence are disclosed on the Company's website.

10

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Roland DG Corporation published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2024 06:22:09 UTC.