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Annual Securities Report

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Annual Securities Report For the 49th Fiscal Year (January 1, 2020 through December 31, 2020) Roland Corporation 1. This is an English translation of the Annual Securities Report (Yukashoken Hokokusho), which was produced based on Article 24, Paragraph 1 of the Financial Instruments and Exchange Act of Japan and filed via the Electronic Disclosure for Investors’ NETwork (EDINET) system as set forth in Article 27-30-2 of the same act. The translation includes a table of contents and pagination that are not included in the electronic filing. 2. Appended to the back of this document are English translations of the independent auditors’ report attached to the Annual Securities Report when it was filed using the aforementioned method, and the internal control report and the confirmation note that were filed at the same time as the Annual Securities Report. 3. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Table of Contents Page Annual Securities Report for the 49th Fiscal Year Ended December 31, 2020 Cover ······················································································································································· 1 Section 1 Company Information························································································································2 Item 1. Overview of Company·····················································································································2 1. Key Financial Data···························································································································2 2. History·········································································································································5 3. Description of Business ·····················································································································7 4. Subsidiaries and Other Affiliated Entities ································································································9 5. Employees····································································································································11 Item 2. Overview of Business···················································································································· 12 1. Management Policy, Business Environment, and Issues to Address ································································ 12 2. Business Risks······························································································································ 16 3. Management’s Discussion and Analysis of Financial Position, Operating Results and Cash Flows ··························· 22 4. Material Contracts, etc.···················································································································· 28 5. Research and Development Activities··································································································· 29 Item 3. Information about Facilities············································································································· 31 1. Overview of Capital Expenditures······································································································· 31 2. Major Facilities····························································································································· 31 3. Planned Addition, Retirement, and Other Changes of Facilities····································································· 31 Item 4. Information about Reporting Company ······························································································· 32 1. Company’s Shares, etc.···················································································································· 32 2. Acquisition and Disposal of Treasury Shares ·························································································· 41 3. Dividend Policy ···························································································································· 42 4. Corporate Governance····················································································································· 43 Item 5. Financial Information ···················································································································· 63 1. Consolidated Financial Statements, etc. ································································································ 64 2. Non-consolidated Financial Statements, etc. ··························································································107 Item 6. Outline of Share-related Administration of Reporting Company ·································································122 Item 7. Reference Information of Reporting Company······················································································123 1. Information about Parent of Reporting Company ····················································································123 2. Other Reference Information ············································································································123 Section 2 Information about Reporting Company’s Guarantor, etc.············································································124 Independent Auditor’s Report························································································································125 Internal Control Report ·······························································································································130 Confirmation Note·····································································································································132 Cover Document title Annual Securities Report Clause of stipulation Article 24, Paragraph 1 of the Financial Instruments and Exchange Act Place of filing Director, Kanto Local Finance Bureau Filing date March 31, 2021 Fiscal year The 49th fiscal year (January 1, 2020 through December 31, 2020) Company name Roland Kabushiki Kaisha Company name in English Roland Corporation Title and name of representative Jun-ichi Miki, CEO and Representative Director Address of registered headquarters 2036-1 Nakagawa, Hosoe-cho, Kita-ku, Hamamatsu-shi, Shizuoka Telephone number +81-53-523-0230 Name of contact person Shunsuke Sugiura, CFO and Senior Executive Officer Nearest place of contact 2036-1 Nakagawa, Hosoe-cho, Kita-ku, Hamamatsu-shi, Shizuoka Telephone number +81-53-523-0230 Name of contact person Shunsuke Sugiura, CFO and Senior Executive Officer Place for public inspection Tokyo Stock Exchange, Inc. (2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo) - 1 - Section 1 Company Information Item 1. Overview of Company 1. Key Financial Data (1) Consolidated financial data Fiscal year 47th 48th 49th Year ended December 31, 2018 December 31, 2019 December 31, 2020 Net sales (million yen) 61,153 63,247 64,044 Ordinary profit (million yen) 5,169 4,726 6,277 Profit attributable to owners of parent (million yen) 3,048 2,629 4,301 Comprehensive income (million yen) 174 2,122 3,934 Net assets (million yen) 18,522 18,227 20,151 Total assets (million yen) 41,144 43,532 46,096 Net assets per share (yen) 693.09 670.07 730.91 Basic earnings per share (yen) 113.53 97.92 160.13 Diluted earnings per share (yen) – – 155.37 Equity-to-asset ratio (%) 45.2 41.3 43.1 Rate of return on equity (%) 12.5 14.4 22.7 Price-earnings ratio (times) – – 19.7 Net cash provided by (used in) (million yen) 3,250 4,992 6,902 operating activities Net cash provided by (used in) (million yen) 154 (1,588) (901) investing activities Net cash provided by (used in) (million yen) (5,797) (3,146) (3,669) financing activities Cash and cash equivalents at end of (million yen) 9,052 8,815 10,832 period Number of employees 2,402 2,565 2,601 [separately, average number of (persons) [28] [24] [330] temporary employees] Notes: 1. Net sales do not include the consumption taxes. 2. Net assets per share, basic earnings per share, and diluted earnings per share are computed using the number of shares issued at end of the period and the average number of shares of common stock during the period, which are calculated by subtracting the number of treasury shares from these shares. These treasury shares include the treasury shares remaining in Board Benefit Trust, Employee Stock Ownership Plan Trust and Employee Shareholding Association-type ESOP Trust. 3. For the 47th and 48th fiscal years, the amounts of diluted earnings per share are not stated since the shares of the Company were not publicly traded back then, and thus, the average share prices during the periods were unavailable, although diluted shares existed. 4. For the 47th and 48th years, the values of price-earnings ratio are not stated since the shares of the Company were not publicly traded back then. 5. Partial Amendments to Accounting Standard for Tax Effect Accounting (ASBJ Statement No. 28, February 16, 2018) has been applied since the beginning of the 48th fiscal year, and therefore, key financial data for the 47th fiscal year are computed with the amendments applied retrospectively. 6. The Company conducted a 30-for-1 common stock split effective on
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    BK-7m_UK.book Page 1 Tuesday, January 4, 2011 9:25 AM Owner’s Manual r BK-7m_UK.book Page 2 Tuesday, January 4, 2011 9:25 AM WARNING – To reduce the risk of fire or electric shock, do not expose this device to rain or moisture. ForFor EU EU Countriescountries This product complies with the requirements of European Directive EMC 2004/108/EC. ForFor the the USA USA FEDERAL COMMUNICATIONS COMMISSION RADIO FREQUENCY INTERFERENCE STATEMENT This equipment has been tested and found to comply with the limits for a Class B digital device, pursuant to Part 15 of the FCC Rules. These limits are designed to provide reasonable protection against harmful interference in a residential installation. This equipment generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with the instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation. If this equipment does cause harmful interference to radio or television reception, which can be determined by turning the equipment off and on, the user is encouraged to try to correct the interference by one or more of the following measures: — Reorient or relocate the receiving antenna. — Increase the separation between the equipment and receiver. — Connect the equipment into an outlet on a circuit different from that to which the receiver is connected. — Consult the dealer or an experienced radio/TV technician for help. This device complies with Part 15 of the FCC Rules. Operation is subject to the following two conditions: (1) This device may not cause harmful interference, and (2) This device must accept any interference received, including interference that may cause undesired operation.