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 6, 2023 (The starting date of the electronic provision measure February 28, 2023)

To Shareholders with Voting Rights:

Kohei Tanabe

President, Representative Director

Roland DG Corporation

1-6-4, Shinmiyakoda,

Kita-ku, Hamamatsu, Shizuoka,

Japan

NOTICE OF

THE 42nd ORDINARY GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 42nd 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 42nd ORDINARY GENERAL MEETING OF SHAREHOLDERS" on the website at the following URL: https://ir.rolanddg.com/ja/ir/stock/meeting.html

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 23 2023 Japan time.

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

Friday, March 24, 2023 at 1:00 p.m. Japan time

Heian Banquet Hall, 4th Floor at Okura Act City Hotel Hamamatsu 111-2 Itayamachi, Naka-ku, Hamamatsu, Shizuoka, Japan

  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 42nd Fiscal Year (from January 1, 2022 to December 31, 2022)
  2. Non-ConsolidatedFinancial Statements for the Company's 42nd Fiscal Year (from January 1, 2022 to December 31, 2022)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Election of Seven Directors

Proposal No. 3: Election of One Audit & Supervisory Board Member

1

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: Appropriation of Surplus

Matters related to year-end dividends

The Company hereby proposes its year-end dividends for the fiscal year under review as follows, taking into consideration the Company's basic policy for shareholder returns as described below, consolidated financial results for the fiscal year under review, and the Company's future business plan.

Please be noted that in a case where this proposal is approved, total amount of dividend, including interim dividend, for the fiscal year under review will be 130 yen per share, an increase of 30 yen from the previous fiscal year.

Dividend policy

Shareholder return is a key managerial focus for the Company. We aim to provide stable dividends to our shareholders taking into account the cash needs for investment to drive sustainable growth as well as the risk, financial performance and stability.

Specifically, while also accounting for future business needs, we will set 30% payout ratio to consolidated net income and 2% dividend on equity (DOE) as our metrics and pay the higher of the two amounts in order to provide stable dividends to our shareholders.

  1. Type of dividends: Cash
  2. Matters related to the allocation of dividend property to the shareholders and the total amount to be distributed:
    80 yen per share of the Company's common stock
    The total amount of the dividends to be distributed will be 1,000,496,240 yen.
  3. Effective date of distribution of surplus:

March 27, 2023

30.5

32.2

3.8

2.5

49.6

37.4

Annual

33.3

cash

dividends

4.6

5.3

per share

0.5

(Yen)

Interim

dividends

50

per share

(Yen)

25

45

25

25

40

Consolidat

ed payout

ratio (%)

60

80

DOE (%)

0

10

38th

39th

40th

41st

42nd

Business Term

Business Term

Business Term

Business Term

Business Term

3

Proposal No. 2: Election of Seven Directors

Election of six Directors was approved at the 41st Ordinary General Meeting of Shareholders held on March 24, 2022. The terms of office of all of these nine Directors will expire at the conclusion of this year's Ordinary General Meeting of Shareholders.

Accordingly, in order to further strengthen the supervision of business operation, the Company proposes to increase the number of its Outside Directors by one and to elect seven directors.

The candidates for Directors are as follows:

No

Name

Current position of the Company

1

Reelection

Kohei Tanabe

President, Representative Director

2

Reelection

Toshiharu Uwai

Director Managing Executive Officer

3

Reelection

Andrew Oransky

Director Managing Executive Officer

4

Reelection

Osamu Hosokubo

Outside

Outside Director

Independent

5

Reelection

Naoko Okada

Outside

Outside Director

Independent

6

Reelection

Brian K. Heywood

Outside

Outside Director

7

New

Yasuhiro Kasahara

Outside

Independent

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

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)

(45 years old)

Division President of DP Business Division

March 2020

President, Representative Director

(Reelection)

In charge of COTO Business

2,152

1

In charge of DGSHAPE Business

Attendance at the

March 2022

President, Representative Director (current

shares

Board of

position)

[Significant concurrent positions]

Directors

Not applicable

Meetings

[Special interests with the Company]

100% (17/17)

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.

5

Attachments

Disclaimer

Roland DG Corporation published this content on 28 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 February 2023 00:13:59 UTC.