Ryoden : Notice of the 83rd Ordinary General Meeting of Shareholders

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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Stock Exchange Code: 8084) June 1, 2023 (Beginning date of measures for electronic provision

of materials: May 31, 2023)

To Shareholders with Voting Rights:

Katsuyuki Tomizawa

President & CEO

Ryoden Corporation

3-15-15 Higashi Ikebukuro, Toshima-ku,

Tokyo, Japan

NOTICE OF

THE 83RD ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

It is our pleasure to inform you of the 83rd Ordinary General Meeting of Shareholders of Ryoden Corporation (the "Company"). The meeting will be held for the purposes as described below.

The Company has adopted measures for electronic provision of materials with regard to the convocation of this General Meeting of Shareholders. Accordingly, the matters to be provided electronically are posted as "THE 83RD ORDINARY GENERAL MEETING OF SHAREHOLDERS" on the internet website below.

Website of the Companyhttp://en.ryoden.co.jp/ir/notice/general/

The same information is also available on the website below.

Website of the Tokyo Stock Exchange

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

Please access the website of Tokyo Stock Exchange, enter "RYODEN" or the securities code "8084" to conduct a search, and choose "Basic information," followed by "Documents for public inspection/PR information," and then "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" to view the materials.

If you are exercising your voting rights in writing or via the Internet, please review the Reference Documents for the General Meeting of Shareholders included in the matters for electronic provision and exercise your voting rights by the end of the business hours of the Company (5:30 p.m.) on Thursday, June 22, 2023, Japan time.

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1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. Japan time

2. Place:	Banquet Room Concord on the 6th floor at HOTEL BELLCLASSIC Tokyo
	located at
	3-33-6 Minami Otsuka, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:

Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's

83rd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements

2. Non-consolidated Financial Statements for the Company's 83rd Fiscal Year (April 1, 2022 - March 31, 2023)

Matters to be resolved:

Proposal 1: Election of Eight (8) Directors of Board

Proposal 2: Election of Two (2) Corporate Auditors

Proposal 3: Election of One (1) Substitute Corporate Auditor

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Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Election of Eight (8) Directors of Board

The terms of office of all the seven (7) Directors of Board of the Company will expire at the conclusion of this year's Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors of Board, increasing the size of the Board by one (1) member in order to strengthen its management structure.

The candidates for Directors of Board are as follows.

The contents of this proposal have been decided by the Board of Directors after consultation with the Nomination & Compensation Advisory Committee, which consists of four (4) Independent Outside Directors and one (1) Director of Board in charge of human resources.

[Candidates]

								Current positions and	Years	Attendance at
								meetings of the
№				Name				responsibilities at the	of
						Board of
								Company	service
								Directors
								Representative Director		100%
1				Katsuyuki Tomizawa*				of Board, President &	1	(11 out of 11
Reelection
								CEO		meetings)
								Representative Director		100%
2			Shoji Kitai*				of Board, Senior Vice	9	(15 out of 15
Reelection
								President		meetings)
								Director of Board,		100%
3			Takahiro Ozawa				Senior Executive	2	(15 out of 15
Reelection
								Officer		meetings)
4				Shunichi Higashi				Senior Executive	-	-
	New candidate				Officer
5				Goro Fujiwara					-	-
New candidate	Outside Director
										93%
6				Masahiro Muroi	Outside Director			Director of Board	7	(14 out of 15
	Reelection
	Independent Director
								meetings)
										100%
7				Thomas Witty	Outside Director			Director of Board	1	(11 out of 11
	Reelection
	Independent Director
								meetings)
8				Hideki Matsuo	Outside Director			-	-	-
	New candidate
Independent Director

Note: 1. The Board of Directors plans to appoint the candidates marked with an "*" to Representative Director at a meeting to be held after the conclusion of this year's Ordinary General Meeting of Shareholders, if this Proposal is approved.

2. The attendance at meetings of the Board of Directors of Mr. Katsuyuki Tomizawa and Mr. Thomas Witty are for a period after their terms began on June 23, 2022.

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Candidate No. 1

Katsuyuki Tomizawa

Reelection

Date of birth: April 14, 1960

Number of shares of the Company held: 3,700 shares

Number of years served as Director: 1 year (as of the conclusion of this General Meeting of Shareholders)

Attendance at meetings of the Board of Directors: 100% (11 out of 11 meetings)

Career summary, positions and responsibilities

April 1983	Joined Mitsubishi Electric Corporation
June 2005	Director concurrently President, Mitsubishi Electric Automation (Shanghai) Ltd.
April 2008	Chairman concurrently President, Mitsubishi Electric Automation (China) Ltd.
	Chairman concurrently President, Mitsubishi Electric Automation (Hong Kong) Ltd.
April 2012	Deputy Senior General Manager, Nagoya Works, Mitsubishi Electric Corporation
April 2015	Director concurrently Vice President, Mitsubishi Electric (China) Co., Ltd.
April 2017	Executive Managing Officer, General Representative of China Regional Corporate Office,
	Mitsubishi Electric Corporation
	Chairman concurrently President, Mitsubishi Electric (China) Co., Ltd.
April 2021	Joined the Company
June 2021	Senior Executive Vice President, the Company
June 2022	Representative Director of Board, President & CEO, the Company (current position)

Reasons for nomination as a candidate for Director of Board

Mr. Katsuyuki Tomizawa has served in important positions at major Japanese electronics maker Mitsubishi Electric Corporation, playing a key role when it launched a Chinese business and serving as General Representative of China Regional Corporate Office. He has a strong track record in manufacturing, sales and administration and great management skills on a global level. As the President &CEO of the Company, he is demonstrating excellent leadership and appropriately performing his duties. This has led the Company to judge that Mr. Tomizawa can play a sufficient role for its effort to increase corporate value over a medium to long term. Therefore, the Company nominated him as a candidate for reelection as Director of Board.

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Candidate No. 2

Shoji Kitai

Reelection

Date of birth: October 3, 1958

Number of shares of the Company held: 12,600 shares

Number of years served as Director: 9 years (as of the conclusion of this General Meeting of Shareholders)

Attendance at meetings of the Board of Directors: 100% (15 out of 15 meetings)

Career summary, positions and responsibilities

April 1982	Joined the Company
June 2008	General Manager, Accounting & Finance Department, the Company
October 2010	Deputy General Manager, Kansai Branch Office concurrently Senior Manager, General
	Affairs Department, the Company
June 2013	General Manager, Corporate Strategic Planning, the Company
June 2014	Director of Board, General Manager, Corporate Strategic Planning, the Company
June 2017	Managing Director of the Board, General Manager, Accounting & Finance Department, the
	Company
June 2018	Director of Board, Senior Executive Officer, General Manager, Accounting & Finance
	Department, the Company
April 2021	Director of Board, Senior Executive Officer, the Company
June 2021	Representative Director of Board, Senior Executive Officer, the Company
June 2022	Representative Director of Board, Senior Vice President; in charge of supervising
	Administrative Divisions, in charge of General Affairs, Human Resources and Accounting

• Finance Departments, deputy in charge of Internal Audit Department (current position)
  Reasons for nomination as a candidate for Director of Board
  Mr. Shoji Kitai has served in key positions in corporate planning and accounting & finance. From 2014, he participated in important decision making of the management and appropriately performed supervisory functions on the execution of operations as the Company's Director of Board. As Senior Vice President, he supervised general affairs, human resources, accounting and other administrative divisions and performing his duties appropriately. This has led the Company to judge that Mr. Kitai can play a sufficient role in its effort to increase corporate value over a medium to long term and decide to nominate him as a candidate for reelection as Director of Board.

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