リコー（7752） – 「Notice of Convocation Annual General Meeting 2022」

To Our Shareholders Enhancing Corporate Value over the Medium to Long Term with Our Shareholders In delivering this convocation notice for the 122nd Ordinary General Meeting of Shareholders, I would like to express my sincere appreciation to our shareholders for their support. In fiscal 2021, ended March 31, 2022, the COVID-19 pandemic continued to significantly affect our operations, particularly MFPs in our Office Printing business. Key developments included sluggish production owing to shortages of semiconductors and other supplies, higher purchasing costs, surging logistics expenses because of scarce container availabilities and other factors, and lost sales opportunities as a result of product supply shortages. The rapid spread of the Omicron variant during the second half slowed returns to offices among our customers and greatly hampered our earnings recovery. It was against that challenging backdrop that the Ricoh Group and its business units together pursued structural reforms and controlled costs. We responded to rising demand for digitalization during the pandemic by developed customer-centric services and solutions while steadily increasing digital services revenues. Consolidated sales for the term accordingly rose by 4.5%, to ¥1,758.5 billion. Profit attributable to owners of the parent was ¥30.3 billion. We will propose a year-end dividend of ¥13.00 per share for fiscal 2021, as originally forecasted, at the 122nd Ordinary General Meeting of Shareholders. Combined with the already disbursed interim dividend, the annual payment would be ¥26.00 per share. Fiscal 2022 is the final year of our 20th Mid-Term Management Plan. Under this two-year initiative, we seek to become a digital services company that propels work productivity innovations. We also look to attain a return on equity of 7% by driving business growth and improving returns on capital. We will endeavor to create a corporate culture that invests in the future while generating shareholder returns and delivering sustainable growth. We will strengthen human capital while pushing further ahead with our capital policy to achieve a capital structure that is optimal for a digital services company. For fiscal 2022, we forecast ¥2,050 billion in sales and ¥63 billion in profit attributable to owners of the parent. Under the business unit structure that we adopted in April 2021, each unit will operate autonomously and accelerate structural reform efforts while swiftly addressing market changes. We will endeavor groupwide to drive our transformation, by cultivating talent to support our digital services company structure and overhauling our enterprise systems. We look forward to your ongoing understanding and support. Sincerely, May 2022 Yoshinori Yamashita Representative Director, President and CEO, Ricoh Company, Ltd. – 1 – Video Message from Management We have prepared a video so that CEO Yoshinori Yamashita can directly deliver a message to shareholders. Please access the link below to watch the video. Japanese https://v.srdb.jp/7752/message2022/ English https://v.srdb.jp/7752/message2022/index_en.html – 2 – (Translation) Date and Time: Venue: Purpose: Items to be reported: Items to be resolved: Agenda 1: Agenda 2: Agenda 3: Agenda 4: Agenda 5: NOTICE OF 122ND ORDINARY GENERAL MEETING OF SHAREHOLDERS Friday, June 24, 2022, from 10:00 a.m. (Reception will start at 9:00 a.m.) Head Office of Ricoh Company, Ltd. (the Company) 3-6, Nakamagome 1-chome, Ohta-ku, Tokyo (Please refer to the access map at the end of this document (only in the Japanese original) for the venue’s location.) 1. The Business Report, Consolidated Financial Statements and the results of the audit of the Consolidated Financial Statements by the Independent Auditor and the Audit & Supervisory Board for FY2021 (from April 1, 2021 to March 31, 2022) 2. The Non-consolidated Financial Statements for FY2021 (from April 1, 2021 to March 31, 2022) Partial Amendments to the Articles of Incorporation (1) (Amendments to enable general meetings of shareholders to be held without a designated location) Partial Amendments to the Articles of Incorporation (2) (Amendments to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders) Appropriation of surplus Election of eight (8) Directors Payment of bonuses to Directors Treatment of voting rights (1) Those who will not be able to attend the meeting on the day are kindly requested to consider the appended “Reference Material for Ordinary General Meeting of Shareholders” and exercise their voting rights via postal mail or the Internet no later than 5:30 p.m., Thursday, June 23, 2022. (2) When voting rights are exercised both via postal mail and the Internet, the later of the votes received shall be deemed effective. However, if votes are received on the same day, the vote exercised via the Internet shall be deemed effective. (3) When voting rights are exercised via the Internet more than once, the latest vote shall be deemed effective. – 3 – Reference Material for Ordinary General Meeting of Shareholders Agenda 1: Partial Amendments to the Articles of Incorporation (1) (Amendments to enable general meetings of shareholders to be held without a designated location) 1. Reasons for amendments The Company implemented a hybrid participation-type virtual general meeting for the June 2020 general meeting of shareholders and a hybrid attendance-type virtual general meeting for the June 2021 general meeting of shareholders to make it easier for many shareholders to attend the general meeting of shareholders regardless of their place of residence, thereby revitalizing, streamlining, and facilitating the general meeting of shareholders. On June 16, 2021, the “Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts” was enforced, enabling listed companies to hold a general meeting of shareholders without a designated location (so-called virtual-only general meeting of shareholders) under certain conditions by stipulation in their Articles of Incorporation. The Company’s basic policy is to hold a hybrid attendance-type virtual general meeting that combines a real general meeting of shareholders and a virtual general meeting of shareholders. However, the Company believes that it is important from a corporate risk management perspective to have the option of holding a virtual-only general meeting of shareholders in order to ensure the holding of a general meeting of shareholders and the continuation of business in the event of emergencies such as the occurrence of various infectious diseases and natural disasters in the future. Based on these considerations, Article 13, Paragraph 2 of the Articles of Incorporation shall be added to allow the Company to hold a virtual-only general meeting of shareholders only in emergency situations, such as the occurrence of various infectious diseases and natural disasters. In submitting this proposal, the Company has received the confirmations from the Minister of Economy, Trade and Industry and the Minister of Justice, which are necessary for holding a virtual-only general meeting of shareholders. In addition, it is the Company’s policy not to hold a virtual-only general meeting of shareholders in cases where a general meeting of shareholders that is deemed extremely important to the shareholders is to be held, such as when a shareholder proposal is made. Basic policy: Virtual-only general meeting of shareholders: Only in emergencies such as the occurrence of various Hybrid attendance-type virtual general meeting of shareholders (A format in which shareholders can choose to attend the meeting either at the meeting venue or virtually) infectious diseases and natural disasters. *A virtual-only general meeting of shareholders shall not be held in cases where a general meeting of shareholders that is deemed extremely important to the shareholders is to be held, such as when a shareholder proposal is made. If a virtual-only general meeting of shareholders is held, the Company will ensure the following rights of shareholders, introduce a system and mechanism to prevent arbitrary operation, and hold a transparent general meeting of shareholders. • Right to ask questions • Right to exercise voting rights • Right to submit a motion • Right to be given an opportunity to explain a proposal (in the event that a shareholder makes a proposal, etc.) – 4 – In the event of the occurrence of various infectious diseases or natural disasters, etc., the Company shall follow the policies and guidelines set forth by the government, and if the Company determines that it is not appropriate to hold a general meeting of shareholders with a designated location, in light of the interests of shareholders due to circumstances such as physical difficulty in securing a venue or inability to ensure the safety of shareholders, the Board of Directors shall decide whether or not to hold a virtual-only general meeting of shareholders, after careful discussions and deliberations, in the best interest of the rights of shareholders. 2. Details of amendments The details of the amendments are as follows: Current Articles of Incorporation Proposed Amendments (Amended parts are underlined.) (Calling of Meeting) Article 13 The ordinary general meeting of shareholders shall be called in June each year, and an extraordinary general meeting of shareholders shall be called as the necessity arises. (Calling of Meeting) Article 13 The ordinary general meeting of shareholders shall be called in June each year and an extraordinary general meeting of shareholders shall be called as the necessity arises. 2. The Company may hold a general meeting of shareholders without a designated location if the Board of Directors determines that it is not appropriate to hold a general meeting of shareholders with a designated location in light of the interests of shareholders due to the spread of an infectious disease or the occurrence of a natural disaster, etc. – 5 – Agenda 2: Partial Amendments to the Articles of Incorporation (2) (Amendments to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders) 1. Reasons for amendments The amendment provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows: (1) The proposed Article 17, Paragraph 1 provides that the Company shall take electronic provision measures for information that constitutes the contents of reference materials, etc. for the general meeting of shareholders. (2) The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) The provisions related to the Internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. 2. Details of amendments The details of the amendments are as follows. Current Articles of Incorporation (Disclosure and Deemed Provision of Reference Materials for General Meeting of Shareholders via the Internet) Article 17 In calling the general meeting of shareholders, the Company may deem that the information regarding the matters which should be described or shown in the reference materials for the general meeting of shareholders, business reports, financial documents and consolidated financial documents have been provided to the shareholders by disclosing them via the Ministerial Ordinance of the Ministry of Justice. in accordance with the Internet – 6 – (Amended parts are underlined.) Proposed Amendments for information (Electronic Provision Measures, Etc.) Article 17 In calling the general meeting of shareholders, the Company shall take electronic that provision measures constitutes the contents of reference materials, etc. for the general meeting of shareholders. 2. Among the matters for which the electronic provision measures are taken, the Company may choose not to include all or part of such matters as stipulated the Ministerial Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. in Current Articles of Incorporation Proposed Amendments (Supplementary provisions) 1. The amendments to Article 17 shall come into effect on September 1, 2022, the date of enforcement of the amendment provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 17 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the elapse of six months from the Effective Date or the elapse of three months from the date of the general meeting of shareholders set the preceding forth paragraph, whichever is the later. in – 7 – Agenda 3: Appropriation of surplus The appropriation of surplus will be as follows: The Company prioritizes expanding profit returns to shareholders through medium- to long-term increases in its stock price as a result of sustainable growth as well as stable dividend payments. To that end, the Company will make an effort to gradually raise the total return ratio to 50% as a guide. The Company’s dividend policy is to remain committed to increasing dividends in a stable manner reflecting improved business performance, as well as to flexibly repurchase shares using surplus cash generated from improved return on capital, taking into account the varied circumstances surrounding business. The year-end dividends for FY2021 will be ¥13 per share. As a result, the annual dividend for FY2021 including the interim dividend will be ¥26 per share. (2) Matters concerning allocation of dividend assets and the total amount Year-end dividends (1) Type of dividend assets Cash ¥13 per common share of the Company Total: ¥8,286,175,014 (3) Effective date of the surplus distribution June 27, 2022 – 8 – Basic Capital Policy The Ricoh Group strives to improve corporate value in a sustainable manner while maintaining a relationship of trust with all stakeholders, and will implement appropriate capital policies and aim to realize returns that exceed capital costs. The target value for return on equity (ROE) for FY2022, the final year of the 20th Mid-Term Management Plan, is 7%*. To achieve this goal, we have been working on management reforms to improve capital efficiency. In FY2020, to pursue a return on invested capital (ROIC) that exceeds our understanding of the Company’s capital costs, we set up a mechanism to implement PDCAs using the ROIC tree. In our investment initiatives, an Investment Committee has been established to verify investment plans from a financial perspective based on capital costs and a business strategy perspective based on medium- to long-term profitability, growth potential and risks and has developed a system to make decisions while pursuing investment efficiency. We understand that expanding profits through strategic investments aimed at sustainable growth is the way to meet the expectations of our stakeholders. The Company prioritizes expanding profit returns to shareholders through medium- to long-term increases in its stock price as a result of sustainable growth as well as stable dividend payments. To that end, the Company will make an effort to gradually raise the total return ratio to 50% as a guide. The Company’s dividend policy is to remain committed to increasing dividends in a stable manner reflecting improved business performance, as well as to flexibly repurchase shares using surplus cash generated from improved return on capital taking into account the varied circumstances surrounding the business. *On May 10, 2022, we reviewed our operating profit plan for FY2022, the final year of the 20th Mid-Term Management Plan, and revised the target value from ¥100.0 billion in the initial plan to ¥90.0 billion, taking into account the status of recovery from the most recent COVID-19 pandemic and the external environment. Accordingly, the ROE target has also been revised from 9% or more to 7%. Policy Regarding Cross-Shareholdings From the viewpoint of streamlining and strengthening of business alliance and development of collaborative businesses, the Company shall be able to hold shares of the related partners only when such holding of shares is deemed necessary and effective for the future development of the Ricoh Group, while taking the returns such as dividends into consideration. Specifically, the Board of Directors will verify, for each issue, whether the benefits and risks of holding shares are worth the capital cost, and if holding shares loses significance in the medium- to long-term, they will be reduced accordingly. Exercise Criteria for Voting Rights to Cross-Shareholdings The Company will exercise voting rights attached to cross-shareholdings upon examining each agenda whether it enhances the corporate value of the investee in the medium- to long-term, or whether it impairs shareholder value, and will determine approval or disapproval. – 9 – Agenda 4: Election of eight (8) Directors The tenure of office of all the ten (10) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the appointment of eight (8) Directors, including five (5) Outside Directors. When selecting the candidates for Directors, the Nomination Committee chaired by an Independent Outside Director nominated candidates based on the election criteria for Directors (refer to page 56) and the skills and experience required to supervise management of the Company (Skill Matrix: refer to pages 31 to 33), and made recommendations to the Board of Directors. The candidates were determined through subsequent discussions by the Board of Directors. In FY2022, the final year of the 20th Mid-Term Management Plan, in which we aim to fulfill the steady implementation of the formulated policies, it has been concluded that a composition of five (5) Independent Outside Directors and three (3) Internal Directors is appropriate to further strengthen the supervisory structure and accelerate decision-making. In addition, the Company has changed its policy regarding the ratio of Independent Outside Directors on the Board of Directors from a minimum of one-third to a majority from FY2022 onward. To date, the Company has established an effective supervisory structure that ensures its independence from the execution of operations, with half of the Board of Directors composed of Independent Outside Directors and the majority of non-executive Directors. If this proposal is approved as proposed, continuity of supervision and decision-making from an objective and diverse perspective will be ensured under the Board of Directors that consists of a majority of Independent Outside Directors. At the same time, under the business unit structure, the Company is pursuing the expansion of revenue on a global scale and transformation into a digital services company, etc. With a certain number of Directors who are familiar with the Company’s business and internal affairs, the Board of Directors will fulfill supervision, including decision-making on important executive matters. The composition of the Board of Directors is deliberated annually by the Nomination Committee and the Board of Directors. While the Company’s policy is to continue to deliberate on the structure of the Board of Directors with a majority of Independent Outside Directors as a standard, the number and ratio of Directors will change according to the composition deemed optimal at that time. While using these formal criteria as a guide, we will continue to communicate appropriately with shareholders so that they can make a comprehensive judgment as to whether the supervisory function of the Board of Directors is effective. The candidates for Directors are on pages 12 to 30. – 10 – Years of service as Director (at the conclusion of this Meeting) Number of concurrent positions at listed companies, including the Company Upper row: executive Lower row: non-executive No. Current positions at the Company 1 Yoshinori Yamashita Reappointment Male Representative Director 2 Seiji Sakata Reappointment Male Director 3 Akira Oyama Reappointment Male Director 10 4 1 4 Masami Iijima Outside Director 6 5 Mutsuko Hatano Outside Director 6 6 Keisuke Yokoo Outside Director 2 7 Sadafumi Tani Outside Director 1 Reappointment Non-executive Male Outside Independent Reappointment Non-executive Female Outside Independent Reappointment Non-executive Male Outside Independent Reappointment Non-executive Male Outside Independent New Non-executive Male Outside Independent (planned) Attendance at Board of Directors and Committee meetings during FY2021 Board: 12/12 (100%) Nomination: 8/8 (100%) Compensation: 6/6 (100%) Board: 12/12 (100%) Board: 10/10 (100%) [Attendance after appointment at general meeting of shareholders] Board: 12/12 (100%) Nomination: 8/8 (100%) Compensation: 6/6 (100%) Board: 12/12 (100%) Nomination: 8/8 (100%) Compensation: 6/6 (100%) Board: 12/12 (100%) Nomination: 8/8 (100%) Compensation: 6/6 (100%) Board: 10/10 (100%) [Attendance after appointment at general meeting of shareholders] Compensation: 5/5 (100%) 1 0 1 0 1 0 0 4 0 1 0 2 0 1 0 8 Kazuhiko Ishimura – – – 2 *If this proposal is approved. – 11 – No. Name (Date of birth) Yoshinori Yamashita (August 22, 1957) 1 Reappointment Male Responsibilities as a Director of the Company Nomination Committee Member / Compensation Committee Member Responsibilities as an Executive Officer of the Company CEO (Chief Executive Officer) Class and number of the Company’s shares held Common shares: 54,300 Dilutive shares: 26,050 *The number of dilutive shares represents the number of shares corresponding to the number of points in relation to which rights are expected to be vested under the stock compensation system utilizing a trust. Years of service as Director 10 years (at the conclusion of this Meeting) Attendance during fiscal year ended March 31, 2022 Board of Directors meeting 12/12 (100%) Nomination Committee meeting 8/8 (100%) Compensation Committee meeting 6/6 (100%) Reasons for nomination as a candidate for Director Mr. Yoshinori Yamashita has contributed greatly to the development of the Company for many years through his work at the Company, including the management of production and global marketing, management strategy and overseeing the Company’s core business, and assumed the office of Director in 2012. Since assuming the post of Representative Director, President and CEO in April 2017, he has promoted structural reforms and growth strategies in a top-down manner to improve the corporate value of the Company, with a strong will to revise legacies and precedents that hamper the growth of the Company without exception. Simultaneously, he has worked to enhance governance and business management systems, which are the management foundation that supports growth strategies, realizing reform of operational structure and enhancing profitability in the process. In FY2021, as the first year of the 20th Mid-Term Management Plan, he worked to establish a stronger management foundation and to execute growth investments in line with the business portfolio management, including strengthening and transforming human capital for the Company to become a digital services company, and accelerated business renewal. He also worked to expand the development of the service business, which promotes the digitalization of offices and workplaces, while at the same time strengthening the business structure through cost reductions and other measures. Furthermore, he steadily implemented capital policies to support these efforts. The Company’s Board of Directors has determined that it is appropriate for him to continue to manage the Company, based on the recognition that his extensive experience at the Company, outstanding management skills and unparalleled leadership are necessary to realize the 20th Mid-Term Management Plan and growth strategy, as well as to enhance the Company’s shareholder and corporate value. Thus, the Company’s Board of Directors nominates him as a candidate for Director. [Message to our shareholders from the candidate for Director] The COVID-19 pandemic has transformed the way people live and work over the past two years. Amid increasing uncertainty, we have been strengthening our business structure more than ever while confronting a challenging business environment that includes falling print volumes, production delays due to shortages of materials including semiconductors, and skyrocketing logistics costs. Meanwhile, in work-style reform, we have been working to thoroughly link our own practices to the value we provide to customers. I have taken the crisis of the pandemic as an opportunity, and have led the transformation from an OA* manufacturer to a digital services company with undaunted determination. In April 2021, we introduced the business unit structure, and we have been working on the two pillars of business portfolio management and human capital strengthening and transformation. In business portfolio management, we have been promoting renewal and the digitalization of offices, business workplaces, and strengthening and society. For human capital transformation, we have secured digital human resources, who are the source of our digital services, and introduced a Ricoh-style job-based personnel system in addition to developing systems that enable autonomous human resources who can create value with customers to play an active role in the Company. In order to realize our vision of “Fulfillment through Work” toward 2036, the 100th anniversary of Ricoh’s founding, we will strive to enhance our corporate value to meet the expectations of our shareholders by continuing to assist in resolving issues faced by our customers and society through the power of digitalization, while always closely following trends in work. *OA: Office automation transformation, focusing on – 12 – [Brief personal profile, positions and responsibilities at the Company and significant concurrent positions] Mar. 1980 Feb. 1995 Apr. 2008 Apr. 2010 Apr. 2011 June 2012 Apr. 2014 Apr. 2015 June 2016 Apr. 2017 Joined the Company General Manager of Business Planning Division of Ricoh UK Products Ltd. President of Ricoh Electronics, Inc. Group Executive Officer Corporate Senior Vice President General Manager of Corporate Planning Division Director Corporate Executive Vice President General Manager of Business Solutions Group In charge of core business Deputy President Representative Director (Current) President (Current) CEO (Chief Executive Officer) (Current) CHRO (Chief Human Resource Officer) Apr. 2020 [Status of concurrent positions as director or officer at listed companies, including the Company (planned)] Number of positions held as executive director or officer 1 *If this proposal is approved. Number of positions held as non-executive director or officer 0 Notes: 1. There are no special interests between candidate Mr. Yoshinori Yamashita and the Company. 2. The term of office of candidate Mr. Yoshinori Yamashita shall be up to the conclusion of the Ordinary General Meeting of Shareholders with respect to the last fiscal year that ends within one (1) year of his election in accordance with the Company’s Articles of Incorporation. 3. The number of the Company’s shares and dilutive shares held by candidate Mr. Yoshinori Yamashita is as of March 31, 2022 and as of the closing of this Meeting on June 24, 2022, respectively. 4. The Company has entered into a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph 1 of the Companies Act with an insurance company, with all insurance premiums at the Company’s expense. Candidate Mr. Yoshinori Yamashita is insured under the insurance contract, which covers damages and litigation expenses arising from claims made to insured officers during the insurance period as a result of their actions in their capacity as an officer. However, certain damages are not covered by the insurance, including those arising from an action of the insured officer taken with the knowledge that it violates laws and regulations. The Company intends to renew the insurance contract during the candidate’s term of office if his election is approved. – 13 – No. Name (Date of birth) Seiji Sakata (September 12, 1958) Reappointment Male Responsibilities as an Executive Officer of the Company CTO (Chief Technology Officer) Class and number of the Company’s shares held Common shares: 20,000 Dilutive shares: 7,265 *The number of dilutive shares represents the number of shares corresponding to the number of points in relation to which rights are expected to be vested under the stock compensation system utilizing a trust. Years of service as Director 4 years (at the conclusion of this Meeting) Attendance during fiscal year ended March 31, 2022 Board of Directors meeting 12/12 (100%) 2 Reasons for nomination as a candidate for Director the Mr. Seiji Sakata has been for many years involved in design and development related to office printing, which is the Company’s core business, as a leader of the design and development division of printers and multifunctional printers at the Company. Based on his wealth of experience and deep knowledge and insight into the core business and design and development, as the person responsible for the design and development division of the Company’s core business, he has taken a leading role in promoting reorganization and reforms within the Ricoh Group, including the establishment of design-related subsidiaries and integration of production-related subsidiaries. In addition, he has a record of achievements as the person responsible for the Company’s human resources division, such as establishing a global human resources system. Since assuming office as a Director in June 2018 and as the CTO in April 2019, he has sought advanced technologies and developed competitive technologies while formulating and implementing technology strategies and plans for the Ricoh Group as a whole. In FY2021, he promoted R&D and the development of new business creation domains, in which the Company will invest over the medium to long term as set forth in the 20th Mid-Term Management Plan, and has also created a framework that contributes to the growth and success of research and development engineers in order to introduce the Ricoh-style job-based personnel system. Furthermore, he has deepened the Board’s understanding of the Company’s medium- to long-term technology strategies by regularly reporting the Company’s technology situation at the Board of Directors meetings, and has contributed to the enhancement of the Company’s corporate value through his extensive experience in design and development as well as his deep knowledge and insight into technology. The Company’s Board of Directors has determined that his extensive experience in design and development and deep knowledge and insight into technology, as well as management decisions and oversight from the viewpoint of company-wide optimization based thereon are necessary to realize the 20th Mid-Term Management Plan and growth strategy, as well as to enhance the Company’s shareholder and corporate value. Thus, the Company’s Board of Directors nominates him as a candidate for Director. [Message to our shareholders from the candidate for Director] FY2021 was a year in which we were forced to fundamentally change our business structure due to the continuing impact of COVID-19, as well as shortages of semiconductors and various materials, and soaring transportation costs, all of which were unforeseen at the beginning of the fiscal year. Under these circumstances, we have been operating our business to generate appropriate profits by looking at ROIC for each business unit under the business unit structure, which started in FY2021. Furthermore, as a mechanism to help demonstrate the abilities of our human resources, which are the most important management asset for the Company to become a digital services company, we incorporated Ricoh’s unique expert (specialist) system into the Ricoh-style job-based personnel system, which started in April 2022, and have been able to build a framework in which our employees can aim for higher skills and provide better value to our customers. In the R&D function at the headquarters, we have been working on two research and development themes, Human Digital Twin at Work (HDT) and Industrial Digital Printing System (IDPS), with the aim of “delivering services that enable new work practices to customers” as a digital services company. For HDT, we focused on future work styles that bring fulfillment through work and conducted research on systems that support the creation of a positive and lively work environment for each and every worker. For IDPS, we conducted research to solve social issues such as reducing waste – 14 – generation and conserving energy through DX* of production processes, using Ricoh’s strengths in inkjet and materials technologies. We were able to carry out such research in collaboration with many universities, external research institutions, and external companies such as venture companies. I believe that management from both a business perspective and a technology perspective is important for Ricoh’s growth. As CTO, I will manage the Company from both perspectives to accelerate the development of existing businesses and create many new business seeds through technological innovation, which will lead Ricoh to take a further growth path. *DX (digital transformation): Measures taken by companies in response to dramatic changes in the business environment to establish competitive advantage by transforming their products, services, and business models, as well as the operations themselves, organizations, processes, and corporate cultures, through utilization of data and digital technologies, based on the needs of customers and society. [Brief personal profile, positions and responsibilities at the Company and significant concurrent positions] Apr. 1981 Apr. 2006 Joined the Company General Manager of 1st Designing Center, MFP Business Group General Manager of Designing Center and General Manager of Peripheral Products Business Center, MFP Business Group Deputy General Manager of MFP Business Group General Manager of Controller Development Division and Deputy General Manager of MFP Business Group Corporate Vice President General Manager of Human Resources Division Corporate Senior Vice President General Manager of Japan Management Division General Manager of Japan Management Division and General Manager of Imaging Systems Development Division General Manager of Office Printing Development Division, Deputy General Manager of Office Printing Business Group Corporate Executive Vice President General Manager of Office Printing Business Group Director (Current) CTO (Chief Technology Officer) (Current) Executive Corporate Officer (Current) General Manager of Advanced Technology R&D Division Apr. 2007 Apr. 2008 Apr. 2009 Apr. 2010 Apr. 2011 Apr. 2012 Apr. 2014 Feb. 2015 Apr. 2017 Apr. 2018 June 2018 Apr. 2019 Apr. 2021 [Status of concurrent positions as director or officer at listed companies, including the Company (planned)] Number of positions held as executive director or officer 1 *If this proposal is approved. Number of positions held as non-executive director or officer 0 Notes: 1. There are no special interests between candidate Mr. Seiji Sakata and the Company. 2. The term of office of candidate Mr. Seiji Sakata shall be up to the conclusion of the Ordinary General Meeting of Shareholders with respect to the last fiscal year that ends within one (1) year of his election in accordance with the Company’s Articles of Incorporation. 3. The number of the Company’s shares and dilutive shares held by candidate Mr. Seiji Sakata is as of March 31, 2022 and as of the closing of this Meeting on June 24, 2022, respectively. 4. The Company has entered into a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph 1 of the Companies Act with an insurance company, with all insurance premiums at the Company’s expense. Candidate Mr. Seiji Sakata is insured under the insurance contract, which covers damages and litigation expenses arising from claims made to insured officers during the insurance period as a result of their actions in their capacity as an officer. However, certain damages are not covered by the insurance, including those arising from an action of the insured officer taken with the knowledge that it violates laws and regulations. The Company intends to renew the insurance contract during the candidate’s term of office if his election is approved. – 15 – No. Name (Date of birth) 3 Akira Oyama (January 6, 1961) Reappointment Male Responsibilities as an Executive Officer of the Company President of Ricoh Digital Services Business Unit Class and number of the Company’s shares held Common shares: 27,100 Dilutive shares: 8,070 *The number of dilutive shares represents the number of shares corresponding to the number of points in relation to which rights are expected to be vested under the stock compensation system utilizing a trust. Years of service as Director 1 year (at the conclusion of this Meeting) Attendance during fiscal year ended March 31, 2022 (attendance rate after his appointment at the General Meeting of Shareholders) Board of Directors meeting 10/10 (100%) Reasons for nomination as a candidate for Director Since joining the Company, Mr. Akira Oyama has been involved in various operations at local subsidiaries in Europe and the U.S. for many years, and served in many positions of top management at local subsidiaries. Utilizing his wealth of experience overseas and his knowledge and insight into global marketing, he has contributed to enhancing the corporate value of the Company. In addition, he was placed in charge of global marketing as the CMO (Chief Marketing Officer) from April 2019, and from April 2020, as General Manager of Workplace Solutions Business Group, he has enabled the steady growth of the Office Services business, which is the key to the Company’s future growth. He has been in charge of Ricoh Digital Services since April 2021 and has taken on the role of leading the expansion of the Company’s largest business unit. In FY2021, he steadily implemented necessary M&As to push forward the strengthening of the Office Services business in order for the Company to transform into a digital services company. The Company’s Board of Directors has determined that his management decisions and oversight from the viewpoint of company-wide optimization, with the application of his extensive overseas experience and deep knowledge and insight into global marketing to discussions at the Board of Directors meetings, are necessary to realize the 20th Mid-Term Management Plan and growth strategy, as well as to enhance the Company’s shareholder and corporate value. Thus, the Company’s Board of Directors nominates him as a candidate for Director. [Message to our shareholders from the candidate for Director] In FY2021, as the president of Ricoh Digital Services Business Unit, I strived to provide services that are indispensable for the growth of our customers’ businesses and to increase revenue in return for our contributions to their businesses. By maximizing our global customer contact capabilities, we worked to respond to customer requests, create packages of services that meet the specific needs of various operations and industries, and strengthen the deployment of these services in various regions around the world. We also worked to enhance our profitability by strengthening our service delivery capabilities through corporate acquisitions and expanding our in-house software portfolio. In FY2021, the business environment was very challenging due to the prolonged impact of COVID-19, shortages of commercial materials triggered by the shortage of semiconductors, supply chain disruptions, and rising ocean freight costs. As a business unit, we were able to achieve increases in both revenue and profit the aforementioned measures to improve profitability. In FY2022, we will continue to contribute to the growth of our customers’ businesses and increase the ratio of revenue from annuity business* by continuing to do business with them, thereby contributing to the Group’s sustainable revenue growth. Furthermore, in transforming the Company’s business model into a digital services company, I will oversee the execution of the business as a Director, optimize resource allocation and returns, and work to further improve our return on capital and thereby maximize our corporate value. *Annuity business: A business model of generating revenue on a recurring basis by developing systems and infrastructure for providing value (supplying fixed-rate services). through various emergency responses and – 16 – [Brief personal profile, positions and responsibilities at the Company and significant concurrent positions][Brief personal profile, positions and responsibilities at the Company and significant concurrent positions] July 1986 Apr. 2011 Aug. 2012 Joined the Company President and COO of Ricoh Europe Plc Group Executive Officer General Manager of Europe Marketing Group CEO of Ricoh Europe Plc Chairperson of Ricoh Europe B.V. Corporate Senior Vice President General Manager of Corporate Division President of Ricoh Americas Holdings, Inc. Director General Manager of New Business Development Division Corporate Executive Vice President CFO (Chief Financial Officer) General Manager of CEO Office General Manager of Sales and Marketing Group CMO (Chief Marketing Officer) General Manager of Workplace Solutions Business Group Executive Corporate Officer (Current) President of Ricoh Digital Services Business Unit (Current) Director (Current) Director and Chairperson of Ricoh Japan Corporation (Current) Apr. 2014 Apr. 2015 June 2015 Sep. 2015 June 2016 Apr. 2017 Apr. 2018 Apr. 2019 Apr. 2020 Apr. 2021 June 2021 Apr. 2022 [Status of concurrent positions as director or officer at listed companies, including the Company (planned)] Number of positions held as executive director or officer 1 Number of positions held as non-executive director or officer 0 *If this proposal is approved. Notes: 1. There are no special interests between candidate Mr. Akira Oyama and the Company. 2. The term of office of candidate Mr. Akira Oyama shall be up to the conclusion of the Ordinary General Meeting of Shareholders with respect to the final last year that ends within one (1) year of his election in accordance with the Company’s Articles of Incorporation. 3. The number of the Company’s shares and dilutive shares held by candidate Mr. Akira Oyama is as of March 31, 2022 and as of the closing of this Meeting on June 24, 2022, respectively. 4. The Company has entered into a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph 1 of the Companies Act with an insurance company, with all insurance premiums at the Company’s expense. Candidate Mr. Akira Oyama is insured under the insurance contract, which covers damages and litigation expenses arising from claims made to insured officers during the insurance period as a result of their actions in their capacity as an officer. However, certain damages are not covered by the insurance, including those arising from an action of the insured officer taken with the knowledge that it violates laws and regulations. The Company intends to renew the insurance contract during the candidate’s term of office if his election is approved. – 17 – No. Name (Date of birth) 4 Masami Iijima (September 23, 1950) Reappointment Non-executive Male Outside Director Independent Director Responsibilities as a Director of the Company Chairperson of the Nomination Committee / Compensation Committee Member Number of the Company’s shares held 13,500 Years of service as Director 6 years (at the conclusion of this Meeting) Attendance during fiscal year ended March 31, 2022 Board of Directors meeting 12/12 (100%) Nomination Committee meeting 8/8 (100%) Compensation Committee meeting 6/6 (100%) Reasons for nomination as a candidate for Outside Director / an outline of roles expected to be performed as an Outside Director Mr. Masami Iijima demonstrated outstanding management skills as Representative Director of MITSUI & CO., LTD., contributing greatly to the development of the company for six years from April 2009. From April 2015, as Representative Director, Chairperson of the Board of Directors of MITSUI & CO., LTD., he focused on management oversight and contributed to the highly effective operation of the Board of Directors. At the Company, as an Outside Director, he has played an important role in ensuring the validity and appropriateness of management decisions and management oversight of the Board of Directors of the Company. With his extensive experience and expertise in management, he has provided very useful advice and recommendations on matters such as global business development, overseas M&A, and risk management. In addition, as Chairperson of the Nomination Committee, he has also contributed to strengthening the supervisory function of the committee by leading objective discussions from an independent standpoint, based on his deep knowledge of and insight into corporate governance. In FY2021, in the midst of a challenging business environment, including shortages of semiconductors and other materials and soaring logistics costs, in addition to various restrictions due to the COVID-19 pandemic that had persisted since the previous year, he provided useful advice and recommendations on global risk management, taking into account rapid changes in world affairs and regional characteristics based on his wealth of experience, knowledge and insight as a management executive. He also provided advice and recommendations from a multifaceted perspective, in relation to business portfolio management, human resource strategies, growth investment, and capital policy, and made a significant contribution to the Company’s efforts to enhance corporate value through business growth and strengthening of its structure. The Company’s Board of Directors expects objective management decisions and oversight from an independent standpoint based on his extensive experience as a management executive, along with his knowledge and insight into global business and risk management, and has determined that these are all necessary to realize the 20th Mid-Term Management Plan and the growth strategy, as well as to enhance the Company’s shareholder and corporate value. Thus, the Company’s Board of Directors nominates him as a candidate for Outside Director. [Message to our shareholders from the candidate for Director] The COVID-19 pandemic still casts a shadow over the world despite progress in vaccination. However, both society and companies have been adapting to the situation, albeit gradually, by finding measures to both control the infection and maintain activities. This is undoubtedly supported by various digital technologies, and the Ricoh Group is doing its utmost to respond to the demands of society through its business activities. Under these circumstances, we have reaffirmed the aptness of the Company’s major policy of transformation into a digital services company, which was announced in March 2020. We are now entering the phase of materializing this in the form of actual businesses. In addition, supply chain problems have emerged, such as shortages in the supply of semiconductors and various other parts and materials, as well as logistical stagnation, and addressing these issues has become a pressing issue for us. I believe that my role as an Outside Director is to understand these changes in the times and environment from a medium- to long-term perspective and with the broad perspective I have cultivated through management of MITSUI & CO., LTD. In order for the Ricoh Group to continue to be a company that contributes to society through digital technology, I, as an Outside Director, will continue to work to fulfill the supervisory function of the Board of Directors and strive to achieve corporate governance that meets the expectations of our shareholders and other stakeholders. – 18 – [Brief personal profile, positions and responsibilities at the Company and significant concurrent positions] Apr. 1974 June 2000 Joined MITSUI & CO., LTD. General Manager of Ferrous Raw Materials Division, Iron & Steel Raw Materials Business Unit of MITSUI & CO., LTD. General Manager of Metals Administrative Division of MITSUI & CO., LTD. General Manager of Metals & Energy Administrative Division of MITSUI & CO., LTD. Apr. 2004 Apr. 2005 Apr. 2006 Managing Officer, Chief Operating Officer of Iron & Steel Raw Materials and Non-Ferrous Metals Business Unit of MITSUI & CO., LTD. Oct. 2008 Apr. 2009 Apr. 2015 Apr. 2008 June 2008 Apr. 2007 Managing Officer, Chief Operating Officer of Mineral & Metal Resources Business Unit of MITSUI & CO., LTD. Executive Managing Officer of MITSUI & CO., LTD. Representative Director, Executive Managing Officer of MITSUI & CO., LTD. Representative Director, Senior Executive Managing Officer of MITSUI & CO., LTD. Representative Director, President and Chief Executive Officer of MITSUI & CO., LTD. Representative Director, Chairperson of the Board of Directors of MITSUI & CO., LTD. Outside Director (Current) Outside Director of SoftBank Group Corp. (Current) Counselor of the Bank of Japan (Current) Outside Director of Isetan Mitsukoshi Holdings Ltd. (Current) Director of MITSUI & CO., LTD. Counselor of MITSUI & CO., LTD. (Current) Outside Director, Audit & Supervisory Committee member of Takeda Pharmaceutical Company Limited (Current) (Scheduled to be appointed as External Director, Chair of the Board Meeting in June 2022) June 2016 June 2018 June 2019 Apr. 2021 June 2021 [Status of concurrent positions as director or officer at listed companies] Company SoftBank Group Corp. Isetan Mitsukoshi Holdings Ltd. Takeda Pharmaceutical Company Limited Position Outside Director Outside Director Outside Director, Audit & Supervisory Committee member (Scheduled to be appointed as External Director, Chair of the Board Meeting in June 2022) [Number of concurrent positions as director or officer at listed companies, including the Company (planned)] Number of positions held as executive director or officer 0 Number of positions held as non-executive director or officer 4 *If this proposal is approved. Notes: 1. There are no special interests between candidate Mr. Masami Iijima and the Company. Candidate Mr. Masami Iijima is Counselor of MITSUI & CO., LTD. The Company has business relations with MITSUI & CO., LTD. such as product sales, with the relevant transactional amounts totaling less than 1% of the consolidated net sales of the Company and MITSUI & CO., LTD., respectively, which is considered extremely insignificant. Thus, there are no special business relations that could affect him in executing his duties as Outside Director. In addition, candidate Mr. Masami Iijima is an Outside Director of SoftBank Group Corp. and Isetan Mitsukoshi Holdings Ltd., and an Outside Director, Audit & Supervisory Committee member of Takeda Pharmaceutical Company Limited. The Company has business relations with each of these companies, such as product sales, with the relevant transactional amounts totaling less than 1% of the consolidated net sales of the Company and each of these companies, respectively, which is considered extremely insignificant. Thus, there are no special business relations that could affect him in executing his duties as Outside Director. – 19 – 2. The term of office of candidate Mr. Masami Iijima shall be up to the conclusion of the Ordinary General Meeting of Shareholders with respect to the last fiscal year that ends within one (1) year of his election in accordance with the Company’s Articles of Incorporation. 3. With the expectation that Outside Directors can fully fulfill the roles associated with their positions, the Company has executed a contract with Mr. Masami Iijima to limit liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act, to the higher of ¥10 million or the minimum liability limit amount stipulated in Article 425, Paragraph 1 of the Companies Act. If approval is given for Mr. Masami Iijima to be reelected as Outside Director, the Company plans to continue the said liability limitation contract with him. 4. The Company has entered into a directors and officers liability insurance contract pursuant to Article 430-3, Paragraph 1 of the Companies Act with an insurance company, with all insurance premiums at the Company’s expense. Candidate Mr. Masami Iijima is insured under the insurance contract, which covers damages and litigation expenses arising from claims made to insured officers during the insurance period as a result of their actions in their capacity as an officer. However, certain damages are not covered by the insurance, including those arising from an action of the insured officer taken with the knowledge that it violates laws and regulations. The Company intends to renew the insurance contract during the candidate’s term of office if his election is approved. 5. Candidate Mr. Masami Iijima has been registered as an Independent Director as stipulated in Rule 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange, and if approval is given for him to be reelected as Outside Director, he will remain registered as Independent Director. 6. The number of the Company’s shares held by candidate Mr. Masami Iijima is as of March 31, 2022. – 20 – No. Name (Date of birth) 5 Mutsuko Hatano (October 1, 1960) Reappointment Non-executive Female Outside Director Independent Director Responsibilities as a Director of the Company Chairperson of the Compensation Committee / Nomination Committee Member Number of the Company’s shares held 6,700 Years of service as Director 6 years (at the conclusion of this Meeting) Attendance during fiscal year ended March 31, 2022 Board of Directors meeting 12/12 (100%) Nomination Committee meeting 8/8 (100%) Compensation Committee meeting 6/6 (100%) Reasons for nomination as a candidate for Outside Director / an outline of roles expected to be performed as an Outside Director Ms. Mutsuko Hatano contributed to the advancement of the technology of Hitachi, Ltd. as a researcher while delivering achievements as a visiting researcher at a U.S. university. She assumed the position of professor of the Department of Electrical and Electronic Engineering, School of Engineering of National University Corporation Tokyo Institute of Technology in July 2010. She has also contributed to the advancement of science and technology as a Member of the Science Council of Japan and a chairperson of academic societies, and has made many achievements as an expert in government agencies. At the Company, as an Outside Director, she has played an important role in ensuring the validity and appropriateness of the management decisions and management oversight of the Board of Directors of the Company. With her expertise developed from her extensive experience as a researcher, she has provided useful advice and recommendations on matters such as initiatives for advanced technologies, technology strategies in growth areas, and the development and securing of technical personnel. In addition, as Chairperson of the Compensation Committee, she contributes to strengthening the supervisory function and ensuring transparency in the process of determining executive compensation by leading objective discussions from an independent standpoint with a multifaceted perspective, and as a Nomination Committee Member, she is engaged in discussions with an awareness of ensuring objectivity and transparency in the nomination process. In FY2021, she provided useful advice and recommendations on technology and intellectual property strategies and new business strategies from a professional perspective for the Company’s transformation into a digital services company amid a challenging business environment, including shortages of semiconductors and other materials and soaring logistics costs, in addition to various restrictions due to the COVID-19 pandemic that had persisted since the previous year. In addition, with respect to digital and human resource strategies, based on her deep knowledge and insight into science and technology as well as human resource development, she provided advice and recommendations from the perspective of securing advanced professional human resources and diversity, and made a significant contribution to the Company’s efforts to enhance corporate value through business growth and strengthening of its structure. The Company’s Board of Directors expects objective management decisions and oversight from an independent standpoint based on her extensive experience as well as expert knowledge and insight into technology and human resource development, and has determined that these are all necessary to realize the 20th Mid-Term Management Plan and the growth strategy, as well as to enhance the Company’s shareholder and corporate value. Thus, the Company’s Board of Directors nominates her as a candidate for Outside Director. [Message to our shareholders from the candidate for Director] Respecting the Company’s founding principles (“Sanai spirit” – love your neighbor, love your country, love your work), we are accelerating reforms to promote appropriate responses from both the urgent and medium- to long-term perspectives by returning in our discussions to the fundamentals of what the Ricoh Group should do to serve global society, with a view to achieving both business growth and the SDGs. The Board of Directors has held discussions to ensure the achievement of the 20th Mid-Term Management Plan, “RICOH Lift Off,” and we have made progress in the reforms for the management foundation by implementing growth strategies, improving return on capital, and reforming corporate governance in a three-pronged approach. Furthermore, the business unit structure, which is the key to – 21 – developing into a digital services company, has been successfully activated, and based on the guiding principles and values for our business activities, employees as autonomous human resources are growing under the strong leadership of the CEO, Yoshinori Yamashita. However, geopolitical risks have grown beyond imagination and uncertainty is growing. We need a more comprehensive forum for discussing rapidly changing risk management. In addition, global social issues are emerging, and we are expected to contribute to the SDGs, accelerate DX and GX*, and pursue public value that enriches spirit and society. Furthermore, human work is becoming more creative and work styles are changing from the traditional office work style. Under these circumstances, innovation creation leading to digital services and new businesses is becoming increasingly important, and we need to further evolve our technology and human capital strategies, as well as speedy and highly transparent deliberation and decision making from a global perspective. Based on my corporate and academic experience, as well as a diverse perspective and insight different from those within the Company, I will strive to contribute to business growth through innovation that is compatible with the improvement of sustainability. As an Outside Director, I will continue to strive