Roland CorporationTSE: 7944

Notice of the 53rd ordinary general meeting of shareholders

Mar 3, 2025 at 12:19 AM UTC · Issued by Roland Corporation

Watch Roland explain itRoland Corp (RLDCF) Q3 2025 Earnings Call · Replay · Nov 11, 2025

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

(Securities Code: 7944)

March 10, 2025 (The starting date of the electronic provision measure March 3, 2025)

To Shareholders:

Masahiro Minowa

CEO and Representative Director

Roland Corporation

2036-1, Nakagawa, Hosoe-cho,

Hamana-ku, Hamamatsu, Shizuoka,

Japan

NOTICE OF

THE 53rd ORDINARY GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce that the 53rd Ordinary General Meeting of Shareholders of Roland Corporation (the "Company") will be held for the purposes described below. Please refer to the Annual Securities Report, which will be disclosed on Wednesday, March 5, prior to the Ordinary General Meeting of Shareholders.

In convening this general meeting of shareholders, the Company has taken measures for electronic provision of reference materials and posted such information on the following website:

The Company's website https://ir.roland.com/en/ir/stock/meeting.html

In addition to the above, the materials are also available on the following website:

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

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

Shareholders voting rights may be exercised by mailing the enclosed Voting Rights Exercise Form or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders included in the information provided electronically via the above websites. We ask that you exercise your voting rights no later than 5:15 p.m. on Tuesday, March 25, 2025, Japan time.

1. Date and Time: Wednesday, March 26, 2025 at 1:30 p.m. Japan time

2. Place:	Sound Reference Hall at Roland Corporation R&D Center
	4141, Kiga, Hosoe-cho, Hamana-ku, Hamamatsu, Shizuoka, Japan

3. Meeting Agenda:

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

53rd fiscal year (January 1, 2024 - December 31, 2024) and audit report of the Consolidated Financial Statements by the Independent Auditor and the Audit

Supervisory Board

2. Non-consolidated Financial Statements for the Company's 53rd fiscal year

(January 1, 2024 - December 31, 2024)

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Seven (7) Directors

To shareholders attending the meeting

Please bring the enclosed Voting Rights Exercise Form and submit it at the reception.
Shareholders who require Japanese interpretation are allowed to be accompanied by one interpreter.
In the paper copy to be sent to shareholders who have requested it, pursuant to applicable laws and regulations and Article 16 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 Independent 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

Should the information provided electronically require revisions, the revised versions will be posted on the respective websites.

Live stream of the general meeting of shareholders

The general meeting of shareholders will be live-streamed. Since this webcast is for viewing only, please exercise your voting right via the Internet or the enclosed Voting Rights Exercise Form in advance.

Live Stream Date and Time: Wednesday, March 26, 2025 at 1:30 p.m. Japan time

How to View: Please access the following website and enter the password and your username

(For this English translation, the URL and the QR Code are omitted.)

This webcast is for viewing only and does not constitute attendance at the meeting as defined by the Companies Act. Therefore, you will not be able to exercise your voting rights or speak at the meeting, including by asking questions.
Although we will take every possible precaution to ensure the quality of the live webcast, there may be some disruptions in video and audio due to the communication environment or system troubles on the day of the meeting. The live webcast may be canceled under certain circumstances.

For institutional investors

If an application has been made in advance, institutional investors voting rights may be exercised through "ICJ platform", a platform for electronic exercise of voting rights by institutional investors, which is operated by Investor Communications Japan, Inc. (ICJ).

Reference Documents for the General Meeting of Shareholders

Proposal 1: Appropriation of Surplus

The Company plans to achieve sustained growth of its corporate value while gaining favorable responses from all stakeholders, maximizing added value created through business activities and providing appropriate distribution. For shareholder returns, the Company will provide sustained and stable dividends and acquire treasury stock in a flexible and timely manner in consideration of stock market trends, capital efficiency, and other factors in order to achieve a consolidated total return ratio of 50%, in principle, and a consolidated total return ratio of at least 30% even if it is necessary to retain funds for growth investment. Under these basic policies, the Company will pay a year-end dividend as described below.

Matters regarding year-end dividends

1. Type of dividend property:

Cash

2. Matters concerning the allotment of dividend property and the total amount thereof:

JPY 85 per share of common stock of the Company, for a total amount of JPY 2,366,131,400

3. Effective date of distribution of surplus:

March 27, 2025

Proposal 2: Election of Seven (7) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this year's Ordinary General Meeting of Shareholders. Accordingly, one (1) candidate is added to further strengthen the management structure, and the election of seven (7) Directors is proposed.

The candidates are as follows:

		New/Reappointed	Current positions and	Overall	Legal affairs	Finance and	Technology	Marketing
Number	Name	/ Outside	responsibilities at the	corporate	and risk	and product	Global
accounting	and sales
		Independent	Company	management	management	development

1	Masahiro	[Reappointment]	Director	●		●	●	●
Minowa	CEO*


2	Yasunobu	[Reappointment]	Director	●		●		●
Suzuki


	Toshihiko	[Reappointment]	Outside		●			●
3	[Outside]
	Oinuma	[Independent]	Director

4	Brian K.	[Reappointment]	Outside	●	●	●	●	●
Heywood	[Outside]	Director


	Mikio	[Reappointment]	Outside	●	●	●	●	●
5	[Outside]
Katayama	Director
	[Independent]

	Hiroshi	[Reappointment]	Outside			●		●
6	[Outside]
Yamamoto	Director
	[Independent]

	Ryoko	[New appointment]		●			●	●
7	[Outside]
Takei
	[Independent]

* CEO stands for Chief Executive Officer.

				Number of
No.	Name		Past experience, positions, responsibilities	shares of
(Date of birth)		and significant concurrent positions	the

				Company
				held
	Masahiro Minowa	Apr. 1996	Joined Roland Corporation
	(December 21, 1972)	Jan. 2016	General Manager, RPG Company Planning Dept.
		Sep. 2017	Executive Officer, RPG Company President	Number of
	[Reappointment]	Jan. 2018	Executive Officer, RPG Development Division*
	shares held:
		Mar. 2022	Director, Chief Innovation Officer (CIO)
		1,300
	[Served as Director for]	Mar. 2024	COO, CIO and Representative Director

	3 years	July. 2024	CEO, CIO and Representative Director	Number
	(as of the conclusion of	Jan. 2025	CEO and Representative Director (current)
	of shares
	this ordinary general		*RPG Development Division is a development division involved in Creation
		scheduled
	meeting)		related Equipment & Service business
		to be

1	[Attendance at the Board			delivered:
			9,566
	of Directors meetings]

	14 out of 14 meetings
	(100%)
	[Reasons for Being Selected	as Director Candidates and Expected Roles]
	He has rich experience and business achievements in broad areas, having taken charge of technology and product development, planning, and
	sales & marketing since he joined the Company. He has served as Director CIO of the Company since March 2022 and CEO and
	Representative Director of the Company from July 2024, and has done his best to strengthen and expand the Company's business. As he is
	expected to continue to execute his duties appropriately as Director of the Company and contribute to improving corporate value, we propose
	him as a candidate for Director.

	Yasunobu Suzuki	Apr. 1988	Joined Roland Corporation
	(January 18, 1966)	Apr. 2006	General Manager, Piano Development Dept.
		Aug. 2014	Executive Officer, Development Division	Number of
	[Reappointment]	Jul. 2019	Executive Officer, Production Division
	shares held:
		Mar. 2022	Executive Officer, Chief Production Officer
		30,700
	[Served as Director for]	Mar. 2023	Director, Chief Production Officer

	2 year	Jan. 2025	Director (current)	Number
	(as of the conclusion of
			of shares
	this ordinary general
			scheduled
	meeting)
			to be

2	[Attendance at the Board			delivered:
			7,899
	of Directors meetings]

	14 out of 14 meetings
	(100%)
	[Reasons for Being Selected	as Director Candidates and Expected Roles]
	He has rich experience and business achievements in broad areas, having taken charge of technology and product development as well as
	production since joining the Company, including his experience as the Managing Director of the Company's Malaysian subsidiary.
	He assumed the position of Executive Officer in August 2014 and the position of Director of the Company from March 2023 and has been
	working to promote and improve supply chain management. As he is expected to continue to execute his duties appropriately as Director of
	the Company and contribute to improving corporate value, we propose him as a candidate for Director.

Past experience, positions,

Number of

Name

shares of the

No.

responsibilities and significant

(Date of birth)

Company

concurrent positions

held

Toshihiko Oinuma

Apr. 1994

Registered as attorney-at-law and joined Kitahama Law Office

(May 13, 1966)

Sep. 2000

Worked at Latham & Watkins LLP (New York office)

Feb. 2001

Admitted to New York Bar Association

[Reappointment]

Jan. 2002

Partner, Kitahama Partners L.P.C.

[Outside]

Jan. 2007

Representative Partner, Kitahama Partners L.P.C.

Number of

[Independent]

Sep. 2014

Established Oinuma International Law and Patent Office

shares held:

Representative Attorney (current)

[Served as Director for]

Mar. 2016

Outside Audit & Supervisory Board Member, Roland Corporation

5 years

Jun. 2016

Outside Audit & Supervisory Board Member, Nippon Paint Holdings Co.,

Number

(as of the conclusion of

Ltd.

of shares

this ordinary general

Mar. 2020

Outside Audit & Supervisory Board Member, Nippon Paint Automotive

scheduled

meeting)

Coatings Co., Ltd. (current)

to be

Outside Director, Roland Corporation (current)

delivered:

[Attendance at the

1,749

Board

of Directors

meetings] 14 out of 14

meetings

(100%)

[Reasons for Being Selected

as Director Candidates and Expected Roles]

He has the legal knowledge and a wide range of insight acquired through his abundant experience in global matters and as an attorney-at-law.

Although he has no experience being directly involved in the management of a company other than serving as an Outside Director or Outside

Audit & Supervisory Board Member, he has served in his current position from March 2020 and provided supervision and advice based on

his professional knowledge and extensive experience as an attorney-at-law. As he is expected to continue to perform an appropriate role in

ensuring the validity and appropriateness of decision-making, we propose him as a candidate for Outside Director. In addition, he was

appointed as Outside Audit & Supervisory Board Member of the Company on March 31, 2016, and retired from that position on March 31,

2020.

Brian K. Heywood

Sep. 1991

Joined J.D. Power and Associates

(January 9, 1967)

Aug.1997

Director, Belron International

Aug.1999

Vice President, Citibank Japan Ltd.

[Reappointment]

Jan. 2001

CEO, Taiyo Pacific Partners, L.P. (current)

Number of

[Outside]

Dec. 2009

Outside Director, Ohizumi Mfg. Co., Ltd.

shares held:

Nov. 2011

Non-executive Director. SEIRYU Asset Management Ltd.

[Served as Director for]

Apr. 2014

Director, Tokowaka Co., Ltd.

3 years

Nov. 2014

Outside Director, Roland Corporation

Number

(as of the conclusion of

Mar. 2020

Outside Director, Roland DG Corporation (current)

this ordinary general

Jun. 2020

Outside Director, Nifco Inc.

of shares

meeting)

Outside Director, Maxell Holdings, Ltd. (currently Maxell, Ltd.)

scheduled

Mar. 2022

to be

Outside Director, Roland Corporation (current)

[Attendance at the

delivered:

Board

of Directors

meetings]

14out of 14 meetings

(100%)

[Reasons for Being Selected

as Outside Director Candidates and Expected Roles]

He has a wealth of knowledge and experience as an expert in corporate management and global investment. When he served as an Outside

Director of the Company from November 2014 to March 2021 and from March 2022, he contributed to the growth and enhancement of the

corporate value of the Company by providing highly effective supervision and supporting the Company's rapid and decisive decision-making

in primary management directions and execution of business based on his abundant experience and insight as an investor. As he is expected to

continue to provide supervision and advice on corporate management based on these achievements and insights, we propose him as a

candidate for Outside Director.

Mikio Katayama

Apr. 1981

Joined Sharp Corporation

(December 12, 1957)

Apr. 2006

Representative Director and Senior Managing Director

Apr. 2007

President and Representative Director

[Reappointment]

Apr. 2012

Chairman of the Board of Directors

Number

[Outside]

Sep. 2014

Joined Nidec Corporation

[Independent]

Oct. 2014

Vice Chairman and Chief Technology Officer (CTO)

of shares

Jun. 2015

Representative Director and Vice Chairman, Chief Technology Officer

held:

[Served as Director for]

Jun. 2020

(CTO)

2,000

2 year

Vice President and Chief Technology Officer (CTO)

Number

(as of the conclusion

Oct. 2021

Special Advisor

of this ordinary

Apr. 2022

Research Advisor, Institute of Industrial Science, University of Tokyo

of shares

general meeting)

(current)

scheduled

President and CEO, Kconcept Corporation (current)

to be

[Attendance at the

Sep. 2022

Advisor, Yoshimoto Integrated Fund Co., Ltd. (current)

delivered:

Board

of Directors

Mar. 2023

Outside Director, Roland Corporation (current)

768

meetings]

Jun. 2023

Outside Director, SRS Holdings Co., Ltd. (current)

14 out of 14 meetings

(100%)

[Reasons for Being Selected

as Outside Director Candidates and Expected Roles]

He has served as president and chairman of several listed companies and has broad insight and experience in all aspects of corporate

management as well as technology and product development. He has served as an Outside Director of the Company from March 2023, and

he contributed to the growth and enhancement of the corporate value of the Company by providing proper supervision and advice on

corporate management. As he is expected to continue to strengthen the supervisory functions over business execution, we propose him as a

candidate for Outside Director.

				Number
No.	Name		Past experience, positions, responsibilities	of shares
(Date of birth)		and significant concurrent positions	of the

				Company
				held
	Hiroshi Yamamoto	Apr. 1982	Joined Hitachi Industry Corporation (currently Hitachi, Ltd.)
	(March 30, 1958)	Oct. 1988	Joined IBM Japan Ltd.
		Apr. 2008	Technical Director
	[Reappointment]	Oct. 2013	Global Electronics Industry CTO	Number of
	[Outside]	Jul. 2018	Joined Toshiba Corporation, Corporate Digitization CTO
	shares held:
	[Independent]	Apr. 2019	VP, Digital Innovation Technology Center
	0
		Sep. 2022	Joined NEC Corporation, Managing Executive and Chief Architect in the
	[Served as Director for]
		Digital Platform Business Unit	Number
	2 year	Mar. 2023	Outside Director, Roland Corporation (current)
	of shares
	(as of the conclusion of	Nov. 2024	Technical Advisor, Ricoh Company, Ltd. (current)
	scheduled
	this ordinary general	Dec. 2024	Representative, Works Design Pro LLC (current)
	to be
	meeting)
6			delivered:

	[Attendance at the Board			768

	of Directors meetings]
	14 out of 14 meetings
	(100%)
	[Reasons for Being Selected	as Outside Director Candidates and Expected Roles]
	He has extensive knowledge and experience in technology development, primarily in the information technology field, and has held key
	positions at multiple companies. He has served as an Outside Director of the Company from March 2023, and he contributed to the growth and
	enhancement of the corporate value of the Company by providing proper supervision and advice on technology and corporate management.
	As he is expected to continue to strengthen the supervisory functions over business execution, we propose him as a candidate for Outside
	Director.

	Ryoko Takei	Apr. 1994	Joined DENTSU INC.
	(February 18, 1971)	Feb. 1997	Joined Ogilvy & Mather (Japan) K.K.
	[New appointment]	Jan. 2001	Joined FIFA Marketing Japan Office
	Oct. 2002	Joined Culture Convenience Club Co., Ltd.
	[Outside]	Apr. 2005	President and CEO, R&M Communication Planning
	[Independent]	Sep. 2008	Joined McKinsey & Company, Inc., Japan
	[Served as Director for]	Jun. 2010	Joined The Walt Disney Company (Japan) Ltd.	Number of
		Senior Marketing Manager
		shares held:
	-	Apr. 2017	Part-time Lecturer , Faculty of Global and Regional Studies,
	0
			Toyo University
	[Attendance at the Board
	Apr. 2022	Professor, Graduate School of Management, GLOBIS University	Number
	of Directors meetings]	Apr. 2023	Professor, College of Music, FERRIS UNIVERSITY (current)
	of shares
	-	Jun. 2023	Outside Director, YANMAR HOLDINGS CO., LTD. (current)
	scheduled
		Dec. 2023	Representative Director, Sogakukai General Incorporated Association
7		to be
		(current)
			delivered:
		Mar. 2024	Outside Director , uSonar Co., Ltd. (current)
		0
		Apr. 2024	Vice President , FERRIS UNIVERSITY (current)

[Reasons for Being Selected as Outside Director Candidates and Expected Roles]

She has extensive knowledge of music as a player and educator, and has held key positions at multiple companies, primarily in the marketing field. As she is expected based on this track record, to provide to the Company proper supervision and advice on corporate management, we propose her as a candidate for Outside Director.

Notes

"Number of shares held" is the number of shares of the Company's common stock held as of December 31, 2024.
"Number of shares scheduled to be delivered" is the combined total number of shares of the Company's common stock scheduled to be delivered under the Board/Employee Benefit Trust remuneration (ESOP) , the performance share unit (PSU), which is share-based remuneration with subsequent delivery contingent on the achievement of performance goals, and the restricted stock unit (RSU), which is also share-based remuneration with subsequent delivery contingent on continued engagement with the Company. The scheduled timing of delivery of shares based on ESOP is post-retirement, and as the ESOP point grant ends in 2021, the number of shares scheduled to be delivered is fixed.
In addition, the timing of the delivery of shares under PSU and RSU to the candidate is scheduled subsequent to their retirement in both cases (for those not residing in Japan, at the end of the evaluation period of the Medium-Term Management Plan). Of the number of shares scheduled to be delivered, the number of shares scheduled to be delivered from PSU is the maximum number of shares to be delivered calculated based on the cumulative value of units granted by December 31, 2024, and the actual number of shares to be delivered may increase or decrease depending on the degree of achievement of performance targets during the period subject to evaluation for respective Medium-Term Management Plan. Of the number of shares scheduled to be delivered, the number of shares to be delivered from RSU represents the maximum number of shares scheduled to be delivered, calculated based on the cumulative value of units granted by December 31, 2024, and the actual number of shares to be delivered may decrease.

Liability limitation contracts

The Company has entered into a contract with Mr. Toshihiko Oinuma, Mr. Brian K. Heywood, Mr. Mikio Katayama and Mr. Hiroshi Yamamoto to limit their liabilities for damages under Article 423, Paragraph 1 of the Companies Act to the amount of minimum liability stipulated in laws and regulations as long as they perform their duties in good faith and without gross negligence. If they are reappointed, the same agreement will be continued. Also, if Ms. Ryoko Takei is elected as Director, the Company will enter into a contract with her to limit her liability for damages under Article 423, Paragraph 1 of the Companies Act to the amount of minimum liability stipulated in laws and regulations as long as she performs her duties in good faith and without gross negligence.

Directors and officers liability insurance contracts

The Company has entered into a directors and officers liability insurance contract with all Directors as the insured to ensure that Directors and Audit & Supervisory Board Members can fully perform their expected roles in the course of their duties and to allow the Company to obtain superior talent. If this proposal is approved as originally proposed and each candidate is appointed as Director, they will be the insured under the said insurance contract. Under the said insurance contracts, damage caused as a result of the insured Directors and Audit & Supervisory Board Members assuming responsibilities regarding the execution of their duties or receiving claims pertaining to the pursuit of such responsibilities shall be covered. Provided, however, that there are certain exemptions; for example, damage caused as a result of any conduct committed while knowing that the conduct is in violation of laws and regulations shall not be covered. Also, the said insurance contracts will be renewed on December 16, 2025.

Special interests between the candidates for Directors and the Company

Mr. Toshihiko Oinuma is Representative Attorney of Oinuma International Law and Patent Office and Outside Audit & Supervisory Board Member of Nippon Paint Automotive Coatings Co., Ltd. There are no special interests between him, these organizations and the Company.
Mr. Brian K. Heywood is Director of Taiyo Jupiter Holdings GP Ltd., a managing partner of Taiyo Jupiter Holdings, L.P., the Company's large shareholder. Additionally, he is CEO of Taiyo Pacific Partners, L.P., which indirectly fully controls Taiyo Jupiter Holdings GP Ltd. The Company has entered into a business advisory agreement with Taiyo Pacific Partners, L.P. to receive advice on the Company's business operations. There are no restrictions on the Company's business activities, such as approval items, with Taiyo Pacific Partners, L.P. He is also Outside Director of Roland DG Corporation. There are no special interests between this organization and the Company.
Mr. Mikio Katayama is President and CEO of Kconcept Corporation. He is also Research Advisor at the University of Tokyo, Advisor at Yoshimoto Integrated Fund Co., Ltd and Outside Director of SRS Holdings Co., Ltd. There are no special interests between him, these organizations and the Company.
Mr. Hiroshi Yamamoto is Representative at Works Design Pro LLC and Technical Advisor at Ricoh Company, Ltd.. There are no special interests between him, these organizations and the Company.
Ms. Ryoko Takei is Professor and Vice President at the FERRIS UNIVERSITY, Outside Director of YANMAR HOLDINGS CO. and uSonar Co., Ltd. and Representative Director of Sogakukai General Incorporated Association. There are no special interests between her, these organizations and the Company.

The Company's Criteria of Independence

The person does not fall under any of the categories mentioned below currently or for the period of recent one year.
1. Our company's main business partner, or its executing person*1
2. The person transacting businesses mainly with our company, or its executing person*2
3. Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property, besides remuneration for director, from our company (or, if the party receiving such property is an organization such as corporation or partnership, the person who is a member of such an organization)*3
4. Our company's major shareholder or, if such a major shareholder is a corporation, the executing person of the corporation*4
5. The party to which our company makes a large amount of donation (or its executing person, if the party receiving such donations is an organization such as corporation or partnership)*5
6. Executing person of a party with which there is a relationship of mutual appointment of outside directors.
The person does not fall under the category of an executing person of our company or its subsidiary at present, or the category of a person who was an executing person of our company or its subsidiary during the past ten years (or, however, during the ten years before assuming the position of non-executing Directors or Audit & Supervisory Board Members, if the person had assumed such a position at any time during the past ten years).
Neither the person's spouse, nor person's relatives of the second degree of consanguinity fall under any of the followings during the past one year. This, however, applies only when such spouse or relative is "important" for business partners*6
1. Parties referred to in (1) through (4) of above 1.
2. Executing person of our company or its subsidiary.
In addition to the above, there is no particular circumstance that may cause conflicts of interest with general shareholders, in such a manner that the person has continuous transaction relationship with our company.
Notwithstanding of the requirements of formality stipulated in the preceding subparagraphs, substantially, if it is considered that there is no fear for occurrence of conflict of interest with general shareholders, we can recognize the person's independence through specifying the reasons for it.

*1 "Our company's main business partner" shall mean our business partner which falls under any of the followings:

A purchaser or supplier, etc. of our company's products the transaction value with which surpasses 2% of our consolidated sales in the most recent fiscal year..
A financial institution from which our company borrows funds, the balance of borrowings from which surpasses 2% of our consolidated total assets as of the end of the most recent fiscal year..

*2 "Person transacting businesses mainly with our company" shall mean a supplier, etc. of our company's products our payment to which surpasses JPY 10 mn and surpasses 2% of such business partner's sales in the most recent fiscal year.

*3 "Large amount" shall mean one of the followings depending on the provision of services by such consultant, etc. to our company.

In case where the consultant, etc. is an individual, it will be called a large amount if the consideration it received from our company surpassed JPY 10 mn annually in the most recent fiscal year.
In case where the consultant, etc. belongs to an organization such as corporation and partnership, and such organization provides service to our company, it will be called a large amount if the consideration such an organization received from our company in the most recent fiscal year surpassed JPY 10 mn annually and 2% of such organization's annual consolidated sales.

*4 "Major shareholder" shall mean a shareholder holding 10% or more of the voting rights (including both direct and indirect holdings).

*5 "Large amount of donation" shall mean a donation of JPY 10 mn or more annually in the most recent fiscal year.

*6 "Important" shall mean director, executive officer and executing person ranking General Manager or above or, as to the accounting audit corporation or legal professional corporation, certified public accountant or attorney belonging to such a corporation.

TOP MESSAGE

WE DESIGN THE FUTURE Together

We would like to thank our shareholders for their continued understanding and support.

Following in the footsteps of former president Mr. Gordon Raison, in July 2024 I became CEO and Representative Director. Upon my appointment to this position, we worked to redeﬁne our corporate message as "WE DESIGN THE FUTURE" so as to further develop the company as a whole in a future-oriented direction. In this spirit, we have as our goal to generate innovation together, whether it be with the musicians we have worked with in the past to make history, the artists of the future who are just now starting to play instruments, or with all the stakeholders who have provided their support. We also hope to bring inspiration to all music lovers through new instruments and services, and to jointly create new musical experiences and music culture.

The year 2024 was one of uncertain prospects due to various natural disasters, ongoing geopolitical risks, economic instability caused by high prices, and political turmoil. The musical instrument market, which had been growing steadily from a long-term perspective, took longer than expected to resolve issues such as market inventory adjustments triggered by supply chain disruptions and the reactionary decline following covid-related demand, and unfortunately, our performance also experienced a year-on-year decline in both sales and proﬁts. On the other hand, while responding swiftly to post-covid challenges, we have prepared for market recovery by executing investments necessary for medium- to long-term growth. One example of this was the revamping of our mission critical system (ERP), the ﬁrst time to do so in 16 years.

We also conducted an acquisition of our own shares, with a maximum amount of JPY 5.8 billion. This was done in consideration of the impact the partial sale of the Company's shares held by Taiyo Jupiter Holdings, L.P. ("TJH"), which had been Roland's largest shareholder, would have on supply and demand for the shares at the stock market, shareholder returns, capital eﬃciency, and other factors. Roland welcomes this transaction with TJH in terms of expanding our shareholder base, enhancing liquidity, and other concerns.

We hope that you, our shareholders, will continue to have high expectations of Roland and look forward to your continued support over the long term.

CEO and Representative Director

Masahiro Minowa