Ryoden : NOTICE OF THE 84TH 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 3, 2024 (Beginning date of measures for electronic provision

of materials: May 31, 2024)

To Shareholders with Voting Rights:

Katsuyuki Tomizawa

President & CEO

RYODEN CORPORATION

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

Tokyo, Japan

NOTICE OF

THE 84TH 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 84th 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 84TH 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 Monday, June 24, 2024, Japan time.

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1. Date and Time: Tuesday, June 25, 2024 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

	84th Fiscal Year (April 1, 2023 - March 31, 2024) 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 84th Fiscal Year
	(April 1, 2023 - March 31, 2024)
Matters to be resolved:
Proposal 1:	Partial Amendments to the Articles of Incorporation
Proposal 2:	Election of Six (6) Directors of Board (Excluding Directors of Board Who Serve
	as Audit & Supervisory Board Members)
Proposal 3:	Election of Three (3) Directors of Board Who Serve as Audit & Supervisory
	Board Members
Proposal 4:	Election of One (1) Substitute Director of Board Who Serves as an Audit &
	Supervisory Board Member
Proposal 5:	Determination of Amount of Compensation for Directors of Board (Excluding
	Directors of Board Who Serve as Audit & Supervisory Board Members)
Proposal 6:	Determination of Amount of Compensation for Directors of Board Who Serve
	as Audit & Supervisory Board Members
Proposal 7:	Determination of Compensation for Granting Restricted Stock to Directors of
	Board (Excluding Outside Directors of Board and Directors of Board Who
	Serve as Audit & Supervisory Board Members)

When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at the reception desk.

This Notice of Convocation and its English translation are also available on the Company's website.

The Company's website: https://www.ryoden.co.jp/

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Reference Documents for the General Meeting of Shareholders

Proposals and References

(Reference) Matters Common to Proposal 1 through Proposal 7

The Company proposes to transition to a company with an audit & supervisory board on the condition that Proposal 1 "Partial Amendments to the Articles of Incorporation" be approved. The contents of Proposal1 through Proposal 7 are all related to the said transition. In proposing these proposals, the Company would like to explain the characteristics of a company with an audit & supervisory board and the purpose of transitioning to a company with an audit & supervisory board.

1. Characteristics of a company with an audit & supervisory board

In a company with an audit & supervisory board, audit & supervisory board members and an audit & supervisory board assume the responsibility of conducting audits in lieu of corporate auditors and a board of corporate auditors. The audit & supervisory board is comprised of three (3) or more directors of board, a majority of whom are outside directors of board.

Audit & supervisory board members have voting rights at the Board of Directors as directors of board. In addition, audit & supervisory board members, who are appointed by the audit & supervisory board, have the authority to express opinions of the audit & supervisory board at the general meeting of shareholders regarding the election and dismissal, etc. and compensation for directors of board other than directors of board who serve as audit & supervisory board members. This will strengthen the supervisory function.

Furthermore, in a company with an audit & supervisory board, directors of board can be delegated all or part of the decisions on important business execution by a resolution of the Board of Directors if the Articles of Incorporation stipulates so, which leads to swifter decision-making.

2. Purpose of transitioning to a company with an audit& supervisory board

With the environment surrounding the Company's business and other operations undergoing even more significant changes, the Board of Directors will give priority to discussing matters related to medium- and long-term management strategies such as the distribution of managerial resources, business portfolios, human capital, sustainability, and serious risks, thereby further improving its effectiveness. At the same time, by delegating part of the authority of the Board of Directors to decide business execution to Directors of Board, the Company will build a system that enables the Directors of Board to further speed up managerial decision-making and business execution under the Board's appropriate supervision. In addition, by having Directors of Board who serve as Audit & Supervisory Board Members with voting rights at the Board of Directors, the Company will bolster the monitoring functions of the Board of Directors.

Proposal 1: Partial Amendments to the Articles of Incorporation

1. Reasons for amendments

1. The Company proposes to add purposes in order to respond to the diversification of the Company's business.
2. The Company will transition to a company with an audit & supervisory board to further enhance its corporate governance system. Following the transition, the Company proposes to make necessary changes, including new establishment of provisions regarding Audit & Supervisory Board Members and the Audit & Supervisory Board, deletion of provisions regarding Corporate Auditors and the Board of Corporate Auditors, change in the number of Directors of Board, and new establishment of provisions regarding delegation of the decisions on important business execution.

1. Details of amendments

The details of the amendments are as follows.

The amendments to the Articles of Incorporation in this proposal shall take effect at the conclusion of this year's Ordinary General Meeting of Shareholders.

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			(Underlined portions are amended.)
Current Articles of Incorporation			Proposed Amendments
Article 1. (Provision omitted)		Article 1. (Unchanged)
(Purpose)		(Purpose)
Article 2. The purpose of the Company shall be to		Article 2. (Unchanged)
engage in the following businesses.
(1) Manufacture, purchase, sale, and import/export		(1) to (9) (Unchanged)
of the following items:
a. Electrical machinery and equipment,
electronic devices, and communication
equipment
b. Construction machinery, machine tools,
transportation machinery, office and
domestic machinery and equipment, and
other general machinery and equipment
c. Measuring instruments, medical instruments
and equipment, and other precision
machinery and equipment
d. Metal and metal products, textile products,
wood and wood products, paper and paper
products, chemical products, petroleum
products, rubber products, and earth and
ceramic products
e. Everyday goods, oils and fats, fuels,
agricultural and marine products, and food
and beverages
(2) Development, processing, repairing, leasing,
contracting, and transportation of items listed
in the previous clause
(3) Construction
(4) Purchase, sale, lease, and management of real
estate
(5) Acting as an agent, intermediary, and
wholesaler for the aforementioned items
(6) Worker dispatch business
(7) Power generation and electrical power
distribution
(8) Purchase and sale of secondhand goods
(9) Telecommunication business
(Newly established)		(10) Creation, development, sale, lease,
			maintenance, operation, and management of
			software
(Newly established)		(11) Development, sale, lease, maintenance,
			operation, and management of various
			services using the Internet
(Newly established)		(12) Various information gathering, information
			processing, information provision, and
			consulting
(10)Businesses related to the above items		(13)Businesses related to the above items
Article 3. (Provision omitted)		Article 3. (Unchanged)

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(Underlined portions are amended.)

Current Articles of Incorporation

Proposed Amendments

(Newly established)

(Organs)

Article 4. In addition to general meetings of

shareholders and directors of board, the

Company shall establish the following organs:

(1) Board of directors

(2) Audit & supervisory board

(3) Accounting auditor

Article 4.to Article 12.(Provision omitted)

Article 5.to Article 13.(Unchanged)

(Convener and Chairperson)

(Convener and Chairperson)

Article 13.

Article 14.

1. The president & CEOshall convene and preside

1. Unless otherwise stipulated by laws and

ata general meeting of shareholders.

regulations, directors of boardshall convene a

general meeting of shareholders based on a

resolution of the board of directors in

accordance with an order predetermined by the

board of directors.

2. If the president & CEO is not able to convene

2. Directors of board shall preside at a general

and preside at a general meeting of

meeting of shareholdersin accordance with an

shareholders, otherdirectors of board shall

order predetermined by the board of directors.

convene and preside at a general meeting of

shareholdersin accordance with an order

predetermined by the board of directors.

Article 14.to Article 16.(Provision omitted)

Article 15.to Article 17.(Unchanged)

(Establishment of Board of Directors)

(Deleted)

Article 17. The Company shall establish the Board

of Directors.

(Number of Directors of Board)

(Number of Directors of Board)

Article 18. The Company shall appoint no more

Article 18.

than twelve (12)directors of board.

1.The Company shall appoint no more than ten

(10)directors of board (excluding directors of

board who serve as audit & supervisory board

members).

(Newly established)

2. The Company shall appoint no more than four

(4) directors of board who serve as audit &

supervisory board members.

(Election of Directors of Board)

(Election of Directors of Board)

Article 19.

Article 19.

1. Directors of board shall be elected by a

1. Directors of board shall be elected by a

resolution of the general meeting of

resolution of the general meeting of

shareholders.

shareholders, distinguishing between directors

of board who serve as audit & supervisory

board members and other directors of board.

2. (Provision omitted)

2. (Unchanged)

3. (Provision omitted)

3. (Unchanged)

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(Underlined portions are amended.)

Current Articles of Incorporation

Proposed Amendments

(Term of Office of Directors of Board)

(Term of Office of Directors of Board)

Article 20. The term of office of directors of board

Article 20.

shall continue until the conclusion of the

1.The term of office of directors of board

ordinary general meeting of shareholders for

(excluding directors of board who serve as audit

the final business year which ends within one

& supervisory board members)shall continue

(1) year of their appointment.

until the conclusion of the ordinary general

meeting of shareholders for the final business

year which ends within one (1) year of their

appointment.

(Newly established)

2. The term of office of directors of board who

serve as audit & supervisory board members

shall continue until the conclusion of the

ordinary general meeting of shareholders for the

final business year which ends within two (2)

years of their appointment.

(Newly established)

3. The term of office of a director of board who

serves as an audit & supervisory board member

who is elected as a substitute of a director of

board who serves as an audit & supervisory

board member who retired from office before

the expiration of his/her term of office, shall

expire at the expiration of the term of office of

the retired director of board who serves as an

audit & supervisory board member.

(Directors of Board with Titles and Representative

(Directors of Board with Titles and Representative

Director of Board)

Director of Board)

Article 21.

Article 21.

1. The Company shall appoint a president & CEO

1. The Company shall appoint a president & CEO

by a resolution of the board of directors, and, if

from among directors of board (excluding

necessary, may appoint a chairman.

directors of board who serve as audit &

supervisory board members) or executive

officersby a resolution of the board of directors.

In addition, if necessary, the Companymay

appoint a chairman from among directors of

board.

2. The Company shall appoint representative

2. The Company shall appoint representative

directors of board by a resolution of the board

directors of board from among directors of

of directors.

board (excluding directors of board who serve

as audit & supervisory board members)by a

resolution of the board of directors.

Article 22. (Provision omitted)

Article 22. (Unchanged)

(Notice of Calling Board of Directors Meetings)

(Notice of Calling Board of Directors Meetings)

Article 23. Notification of the calling of board of

Article 23. Notification of the calling of board of

directors meetings shall be issued to each

directors meetings shall be issued to each

director of board and corporate auditorthree

director of board three (3) days prior to the

(3) days prior to the date of the meeting;

date of the meeting; provided, however, that

provided, however, that this period may be

this period may be shortened when urgently

shortened when urgently necessary.

necessary.

Article 24. (Provision omitted)

Article 24. (Unchanged)

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(Underlined portions are amended.)

Current Articles of Incorporation

Proposed Amendments

(Newly established)

(Delegation of Decisions on Important Business

Execution)

Article 25. Pursuant to the provisions of Article

399-13, Paragraph 6 of the Companies Act, the

Company may, by a resolution of the board of

directors, delegate all or part of the decisions

on important business execution (excluding

matters listed in each item of Paragraph 5 of

the said Article) to directors of board.

Article 25.(Provision omitted)

Article 26.(Unchanged)

(Executive Officers)

(Executive Officers)

Article 26.

Article 27.

1. (Provision omitted)

1. (Unchanged)

2. The board of directors shall appoint executive

2. The board of directors shall appoint executive

officers by its resolution and have them execute

officers by its resolution and have them execute

the Company's business.

the Company's business. Directors of board

(excluding directors of board who serve as audit

& supervisory board members) may

concurrently serve as executive officers.

3. The board of directors may appoint senior

3. The board of directors may appoint senior

executive vice president, senior vice president,

executive vice president, senior vice president,

andmanaging executive officer by its

managing executive officer, and senior

resolution.

executive officer from among executive officers

by its resolution.

Chapter 5. Corporate Auditors and Board of

Chapter 5. Audit & Supervisory Board

Corporate Auditors

(Establishment of Corporate Auditors and Board

(Deleted)

of Corporate Auditors)

Article 27. The Company shall establish corporate

auditors and the board of corporate auditors.

(Number of Corporate Auditors)

(Deleted)

Article 28. The Company shall appoint no more

than four (4) corporate auditors.

(Election of Corporate Auditors)

(Deleted)

Article 29.

1. Corporate auditors shall be elected by a

resolution of the general meeting of

shareholders.

2. Resolutions on the election of corporate

auditors shall be made by one third or more of

the voting rights of shareholders entitled to

exercise their voting rights being in attendance,

and when a majority of the votes of such voting

rights are in agreement.

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	(Underlined portions are amended.)
Current Articles of Incorporation	Proposed Amendments
(Term of Office of Corporate Auditors)	(Deleted)
Article 30.

1. The term of office of corporate auditors shall continue until the conclusion of the ordinary general meeting of shareholders for the final business year which ends within four (4) years of their appointment.
2. The term of office of a corporate auditor who is elected as a substitute for a corporate auditor who retired from office before the expiration of his/her term of office, shall expire at the expiration of the term of office of the retired corporate auditor.
3. The term during which the resolution to elect a substitute corporate auditor elected pursuant to Article 329, Paragraph 3 of the Companies Act is valid shall continue until the conclusion of the ordinary general meeting of shareholders forthe final business year which ends within four
   (4) years of his/her appointment.
4. When a substitute corporate auditor provided for in the preceding paragraph assumes the office of corporate auditor, the term of office of such corporate auditor shall expire at the expiration of the term of office of the retired corporate auditor.

(Full-time Corporate Auditors)		(Deleted)
Article 31. The board of corporate auditors shall
	appoint full-time corporate auditors by its
	resolution.
(Notice of Calling Board of Corporate Auditors			(Deleted)
Meetings)
Article 32. Notification of the calling of board of
	corporate auditors meetings shall be issued to
	each corporate auditor three (3) days prior to
	the date of the meeting; provided, however,
	that this period may be shortened when
	urgently necessary.
(Limitation of Liability of Corporate Auditors)		(Deleted)
Article 33. Pursuant to the provisions of Article
	427, Paragraph 1 of the Companies Act, the
	Company may enter into agreements with
	corporate auditors that limit liability for
	damages under Article 423, Paragraph 1 of the
	Companies Act; provided, however, that the
	limit of liability pursuant to such agreements
	shall be the amount provided for by laws and
	regulations.

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(Underlined portions are amended.)

Current Articles of Incorporation

Proposed Amendments

(Newly established)

(Full-time Audit & Supervisory Board Members)

Article 28. The audit & supervisory board may

appoint full-time audit & supervisory board

members by its resolution.

(Newly established)

(Notice of Calling Audit & Supervisory Board

Meetings)

Article 29.

1. Notification of the calling of audit &

supervisory board meetings shall be issued to

each audit & supervisory board member three

(3) days prior to the date of the meeting;

provided, however, that this period may be

shortened when urgently necessary.

2. Audit & supervisory board meetings may be

held without the procedures of calling if the

consent of all audit & supervisory board

members is obtained.

(Newly established)

(Method of Resolutions by the Audit &

Supervisory Board)

Article 30. Resolutions of the audit & supervisory

board shall be made by a majority of the votes

of the audit & supervisory board members

entitled to participate in the voting being in

attendance, and when a majority of the votes

are in agreement.

(Newly established)

(Minutes of the Audit & Supervisory Board

Meetings)

Article 31. A summary of the proceedings of the

audit & supervisory board meetings, the

results thereof, and other matters stipulated by

laws and regulations shall be entered or

recorded in the minutes, and the audit &

supervisory board members present at the

meetings shall affix their names and seals or

electronically sign them.

(Newly established)

(Audit & Supervisory Board Regulations)

Article 32. In addition to matters stipulated by

laws and regulations and these Articles of

Incorporation, matters relating to the audit &

supervisory board shall be in accordance with

the Audit & Supervisory Board Regulations

set forth by the audit & supervisory board.

(Establishment of Accounting Auditor)

(Deleted)

Article 34. The Company shall establish

accounting auditor.

Article 35.to Article 39.(Provision omitted)

Article 33.to Article 37.(Unchanged)

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Proposal 2: Election of Six (6) Directors of Board (Excluding Directors of Board Who Serve as Audit & Supervisory Board Members)

The Company will transition to a company with an audit & supervisory board on the condition that Proposal 1 "Partial Amendments to the Articles of Incorporation" be approved. The terms of office of all the eight (8) Directors of Board will expire at the conclusion of this year's Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of six (6) Directors of Board (excluding Directors of Board who serve as Audit & Supervisory Board Members).

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, and shall take effect on the condition that amendments to the Articles of Incorporation in Proposal 1 "Partial Amendments to the Articles of Incorporation" come into effect.

The candidates for Directors of Board (excluding Directors of Board who serve as Audit & Supervisory Board Members) are as follows.

[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 &	2	(15 out of 15
Reelection
								CEO		meetings)
								Director of Board,		100%
2			Shunichi Higashi				Managing Executive	1	(10 out of 10
Reelection
								Officer		meetings)
3				Kazumoto Yogosawa				Managing Executive	-	-
	New candidate				Officer
										100%
4				Hideki Matsuo	Outside Director			Director of Board	1	(10 out of 10
	Reelection
	Independent Director
								meetings)
										100%
5			Goro Fujiwara			Director of Board	1	(10 out of 10
Reelection		Outside Director
										meetings)
6				Yuka Ogasawara	Outside Director			-	-	-
	New candidate
Independent Director

Note: 1. The Board of Directors plans to appoint Mr. Katsuyuki Tomizawa 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. Shunichi Higashi, Mr. Hideki Matsuo, and Mr. Goro Fujiwara are for a period after their terms began on June 23, 2023.

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