The business combination described in this document involves securities of Japanese companies. The business combination is
subject to disclosure requirements of Japan that are different from those of the United States. Financial information included inthis document, if any, was excerpted from financial statements prepared in accordance with foreign accounting standards that
may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws,
since the issuers are located in Japan and some or all of their officers and directors reside outside of the United States. You may
not be able to sue a Japanese company or its officers or directors in a Japanese court for violations of the U.S. securities laws.
It may be difficult to compel a Japanese company and its affiliates to subject themselves to a U.S. court’s judgment. You should
be aware that the issuer may purchase securities otherwise than under the business combination, such as in the open market or
through privately negotiated purchases.
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. Ryoyo Electro Corporation and Ryosan
Company, Limited assume no responsibility for this translation or for direct, indirect or any other forms of damages arisingfrom the translation.

NOTICEOF
THE
EXTRAORDINARY
GENERAL MEETINGOF SHAREHOLDERS

Securities Code: 8068

-1-

Date andTime

Tuesday, December 19, 2023
10:00 a.m. Registration opens at 9:00 a.m.

5-15-8 Ginza, Chuo-ku, Tokyo
Venue

Jiji Press Hall
(Jiji Press Bldg. 2F)

Proposal

Table ofContents-2-

Proposal 1: Approval of the Share Transfer
Plan with Ryosan Company,
Limited.
Proposal 2: Partial Amendments to Articles
of Incorporation
Proposal 3: Partial Revision of the Share
Remuneration System withTransfer
RestrictionsforDirectors
Dear shareholders —――――――― 3――――――
Notice of the Extraordinary General 4
Meeting of Shareholders ―――――――――――
Reference
Documentsforthe 8Extraordinary General Meeting of
Shareholders ――――
Q&As on Business Integration 62(Transition to the Joint Holding
Company) with Ryosan Company,
Limited ――――

Dear shareholders:This is to inform you of the Notice of the Extraordinary General
Meeting of Shareholders.
Ryoyo Electro Co., Ltd. has reached a final agreement with
Ryosan Company, Ltd. on a business integration through theestablishment of a joint holding company on October 16, 2023.
As the recent changes in the environment surrounding theelectronics industry are changing the functions and roles
required of electronics trading companies, the new “Ryosan
Ryoyo Groupe” will not only establish a solid managementfoundation, but also to break through the limits of individualcompany growth and pursue value enhancement for the entire
value chain, by combining the strengths of both companies,
thereby achieving sustainable growth in corporate value andmaking further contributions to all stakeholders.
We would like to ask our shareholders for their understandingof the purpose of this business integration and other details, andfor their continued support in the future.

December 2023
Representative Director, President and Chief Executive Officer

Moritaka Nakamura-3-

Dear Shareholders:

Securities Code 8068
December 4, 2023

1-12-22 Tsukiji, Chuo-ku, Tokyo

Ryoyo Electro Co., Ltd.
Representative Director, President Moritaka Nakamura
and Chief Executive Officer

Notice of The Extraordinary General Meeting of
Shareholders
This is to inform you of the holding of the Extraordinary General Meeting of Shareholders (the “Meeting”) of Ryoyo
Electro Co., Ltd. (the “Company,” or “we”). The Meeting will be held as follows:
For convocation of the Meeting, we take measures for electronic provision pertaining to the information corresponding
to the contents of the Shareholders Meeting Reference Documents (Measures for Electronic Provision) which is available
on our website on the Internet as “Notice of the 35th Annual General Meeting of Shareholders.” Please visit the our
website as follows to access the same:
Our website (Japanese) https://www.ryoyo.co.jp/ir/shareholders-meeting/
The Measures for Electronic Provision are also specified on the Tokyo Stock Exchange website. To access the same,
please visit the Tokyo Stock Exchange website below (Listed Company Search), enter “Ryoyo Electro Co., Ltd.” in the“Issue name (company name)” box or the Company’s securities code “8068” in the “Code” box and search, select “Basic
Information” and then “Documents for public inspection/PR information,” and click on “Click here for access” under“Filed information available for public inspection,” “Notice of General Shareholders Meeting /Informational Materials
for General Shareholders Meeting.”
Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you are not able to attend the meeting, you may exercise your voting rights via the Internet or in writing. Please
review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m.
on Monday, December 18, 2023.

-4-

1
■

Date and Time:

Tuesday, December 19, 2023, 10:00 a.m. (Registration opens at 9:00 a.m.)2■

Venue:

5-15-8 Ginza, Chuo-ku, Tokyo

Jiji Press Hall (Jiji Press Building, 2nd floor)(Please refer to the " Venue Map of the Extraordinary General Meeting of Shareholders" at the end of thisnotice.)

-

-

3
■

Objective of Meeting: resolutions Proposal 1: Approval of the Share Transfer Plan with Ryosan Company,

4■

Information on theexercise of votingPlease refer to the "Information on the Exercise of Voting Rights" on page 6.
rightsLimited.
Proposal 2: Partial Amendments to Articles of Incorporation
Proposal 3: Partial Revision of the Share Remuneration System withTransfer Restrictions for Directors

If you plan to attend the meeting in person, please submit the Voting Rights Exercise Form to the receptionist at the meeting.
In accordance with laws and regulations and Article 16 of the Company's Articles of Incorporation, the following items are not included in the
document sent to shareholders who have requested the delivery of the document.
Ryosan Company, Ltd.'s financial statements for the last fiscal year.
In the event of any modification to the items of the electronic provision measures, a statement to that effect, the items before and after themodification will be posted on the Company's website on the Internet and the TSE website mentioned above.

*Souvenirs will not be provided for shareholders attending the meeting on the day of the meeting. Thank you for your understanding.

-5-

Information on the Exercise of Voting Rights
The right to vote at shareholders' meetings is an important right for all shareholders.
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders as set
forth below.
There are three ways to exercise your voting rights

Attend General Meeting of
Shareholders

Exercise of Voting Rights in
Writing (by Mail)

Exercise of Voting Rights
via the Internet, etc.

Please submit the voting form to thereceptionist at the meeting.

Please follow the instructions on the next
page to enter your approval or disapprovalof the proposals.

Day and Time

Please indicate your approval ordisapproval of the proposals on the Voting
Rights Exercise Form and return the form
without affixing a stamp.
Deadline

Tuesday, December 19, 2023

Monday, December 18, 2023

Monday, December 18, 2023

10:00 a.m. (Registration begins at

Up to 5:30 p.m. arrival

Until 5:30 p.m.

Deadline

9:00 a.m.)

Information on how to fill out the Voting Rights Exercise Form

(1) If you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the voting form, we will treat it as if
you indicated your approval.
(2) If you exercise your voting rights both in writing (by mail) and via the Internet, etc., the content of the vote exercised via the Internet, etc. will be considered valid,
and if you exercise your voting rights multiple times via the Internet, etc., the last vote exercised will be considered valid.

6

Exercise of voting rights via the Internet, etc.
Login ID and temporary password
How to enter

How to read the QR code
You can log in to the website for exercising voting rights without entering thelogin ID and temporary password shown on the Voting Rights Exercise Form.

If you have any questions regarding how to operate
a computer or smart phone, etc. to exercise yourvoting rights via the Internet, please contact us at theright.

Website to Exercise
https://evote.tr.mufg.jp/
of voting rights

Mitsubishi UFJ Trust and Banking Corporation
Stock Transfer Agency Department Help Desk

0120-173-027(Toll free / Hours: 9:00 - 21:00)

Institutional investors may use the "Electronic Voting Platform" as a method of exercising their voting rights.

7

Reference Documents for the General Meeting of Shareholders
Proposal 1: Approval of the Share Transfer Plan with Ryosan Company, Limited.
Ryoyo Electro Corporation (“Ryoyo Electro”) and Ryosan Company, Limited (“Ryosan”; Ryoyo Electro and Ryosan are collectively
referred to as the “Companies”) have been in discussions regarding the management integration of the Companies (the “Management
Integration”), as disclosed in the “Notice of Execution of a Memorandum of Understanding for Management Integration between
Ryoyo Electro Corporation and Ryosan Company, Limited”, dated May 15, 2023, and hereby announce that they have reached anagreement concerning the establishment of Ryoyo Ryosan Holdings, Inc. (the “Joint Holding Company”), which will become thewholly-owning parent company of the Companies, on April 1, 2024 (scheduled) by way of a joint share transfer (kyoudou kabushikiiten) (the “Share Transfer”), and the terms and conditions of the Management Integration, and in accordance with the resolutions of
their respective boards of directors held on October 16, 2023, they have entered into a management integration agreement in thespirit of equality (the “Management Integration Agreement”) and have jointly prepared a share transfer plan (the “Share Transfer
Plan”).
The implementation of the Management Integration and the Share Transfer is subject to, among other things, the Companies obtaining
the approval of their general meetings of shareholders and the permission and authorization of the relevant authorities required for
the Management Integration and the Share Transfer.
Accordingly, Ryoyo Electro proposes that you approve the Share Transfer Plan. The reasons for the Share Transfer, a summary ofthe details of the Share Transfer Plan, and other matters relating to this proposal are as follows.
1. Reason for the Share Transfer(1) Background of the Management Integration
Ryoyo Electro is an electronics trading company selling “semiconductors and devices” and offering “ICT and solutions” in its
business domain. Ryoyo Electro sells products and provides associated services to electronic equipment manufacturers and users inJapan and overseas. It endeavors to realize its vision of becoming “a company that provides the best solutions for our customers’issues and problems in a faster and better manner than anyone else.” By leveraging its wide range of upstream and downstream
contacts in the supply chain and taking advantage of the market needs, as obtained from end users, Ryoyo Electro expands its
relationships with upstream electronics manufacturers; also, by creating unique solutions that combine product, technology andservices, it is developing a business model that circulates information and value throughout the supply chain.
Ryosan is a trading company specializing in the sale of semiconductor and electronic components in its device business and IT
equipment in its solutions business. It sells products, such as electronic equipment, to manufacturers in Japan and overseas. Ryosanaims to become a “company that creates confidence and the best fit for society in the electronics domain.” It positioned the innovationof its business model, supplier networks and sales channels as pillars of growth. Ryosan is proceeding with the “promotion of thediversification of its portfolio” through extensive commercial rights acquisitions and channel reform, “deepening its local businesses
in the Greater China” through collaboration with local investees, “benefiting from advanced investment products and new investment,”“investing in business transformation”, such as entry into new businesses, including manufacturing based on customer needs,8

“streamlining existing businesses” by utilizing various digital technologies and “developing business infrastructure”, such as
management information development, education, risk management and governance.
As described above, the Companies operate as trading companies in the electronics domain. The environment surrounding theelectronics trading industry is undergoing significant changes due to rapid increase in the use of new technologies, with theacceleration of IoT and digital transformation (DX) across society. In line with these changes in the industry environment, the function
and role of electronics trading companies is also changing. In addition, while competition among trading companies is intensifying
due to the alliances of electronic component manufacturers, such as semiconductor and IT equipment manufacturers, external factors,
such as changes in the supply-demand balance in the semiconductor market, trends in the financial markets, rising resource andmaterial prices, and geopolitical risks, are having a significant impact on the business environment and performance. As such,electronics trading companies, while having low profitability, are vulnerable to changes in the external environment.
Based on this recognition, the Companies have aligned their understanding that, in order to achieve a sustainable increase in corporate
value and further contribute to all stakeholders, it is necessary not only to establish a solid management base, but also to break throughthe growth limit of each company and pursue value enhancement across the entire value chain by integrating their respective strengths.
The Companies have therefore reached a final agreement regarding the Management Integration through the establishment of the
Joint Holding Company.
(2) Purpose of and initiatives for the Management Integration
Through the Share Transfer, the Companies, as a new core group of domestic electronics trading companies, will promote thefollowing initiatives that make maximum use of the management resources, such as good customer relationships and excellent
products and solutions, that each of the Companies has built up over the years, within a new framework, and strive to further enhancetheir corporate value.

9(i) Expanding “quantity” by multiplying the management assets of the Companies
Given the limited overlap in customers and product lines, the Companies will rapidly expand their business base by offering new
products to their existing customers and by offering existing products to new customers. By expanding and enhancing new contact
points with customers through these initiatives, the Companies will gain an accurate and deep understanding of their customers’
needs. In addition, the Companies will further expand the scale of their business by leveraging the needs identified as a result of these
initiatives to offer new products and services.
(ii) Improving “quality” by creating new value
The Companies will further acquire know-how to provide solutions by making the most of their accumulated knowledge to meet thediverse needs of customers identified through the initiatives described in (i) above. The Companies will not only sell products, butalso promote the provision of added value that no other company can provide, in order to solve problems and issues faced bycustomers and the market as a whole. By broadening the scope of the solution domain through these initiatives, the Companies willseek to develop diverse business models and create a new image of electronics trading companies unlike any before.
(iii) Creating an optimal structure and fostering a corporate culture to support the initiatives in (i) and (ii)
As an optimal structure to support the initiatives in (i) and (ii) above, the Companies will develop an infrastructure for the unified
management of the group and establish a system to realize the provision of new value to customers.

10In addition, the Companies will further improve their organizational ability to meet customer needs by fostering a corporate culture
in which each and every employee can enhance their “individual” skills and experience both the joy of contributing to customers andpersonal growth through the active exchange of knowledge and technology among employees of the Companies.
By combining the strengths of Ryosan, which has key semiconductor products and a solid customer base, with those of Ryoyo Electro,
which has extensive experience in ICT fields such as DX and AI, through the initiatives in (i) to (iii) above, the Companies will aim
to become a company that customers continue to choose, creating a virtuous cycle by pursuing “quantity” and “quality,” helping
solve not only the issues and problems of individual customers but also the common problems and issues of the market as a whole,and seeking to provide new value.
The Companies will promote the above initiatives to realize synergies from the Management Integration as early as possible and aim
to achieve a sales volume of JPY 500 billion and an operating profit of JPY 30 billion as the group management’s targets for the
fiscal year ending March 31, 2029. In addition, the Companies will continue to consider measures with a view to realize further
growth opportunities beyond the scope of electronics trading companies in order to pursue value enhancement throughout the entire
value chain, with the ultimate goal of solving the problems of end-users who are “customers of the Companies’ customers.”
2. Outline of the details of the share transfer plan
The details of the Share Transfer Plan are as described in the “Share Transfer Plan (Copy)” below.

11

Share Transfer Plan (copy)
Having reached agreement on a share transfer through the joint transfer of shares, Ryoyo Electro Corporation (“Ryoyo Electro”) andRyosan Company, Limited (“Ryosan”) jointly formulated the following Share Transfer Plan (the “Plan”):
Article 1 (Share Transfer)
As set forth in the Plan, Ryoyo Electro and Ryosan will execute a joint share transfer to establish a new wholly-owning parent
company (the “New Company”), and on the Establishment Date (as defined in Article 7) will execute a share transfer in which the
New Company will acquire all issued and outstanding shares of Ryoyo Electro and Ryosan (the “Share Transfer”).
Article 2 (New Company’s Purpose, Trade Name, Location of Head Office, Total Number of Authorized Shares, and Other Mattersto be Set Forth in Articles of Incorporation)
1. The purpose, trade name, location of head office and total number of authorized shares of the New Company shall be as follows:(1) Purpose
The purpose of the New Company shall be as described in Article 2 of the Articles of Incorporation in Exhibit 1.
(2) Trade Name
The trade name of the New Company shall be “ リ ョ ー サ ン 菱 洋 ホ ー ル デ ィ ン グ ス 株 式 会 社 ”(Ryosan Ryoyo
Horudingusu Kabushiki Kaisha) and shall be indicated in English as Ryoyo Ryosan Holdings, Inc.
(3) Location of Head Office
The New Company will be headquartered at 3-5, Higashi-Kanda 2-chome, Chiyoda-ku, Tokyo.
(4) Total Number of Authorized Shares
The total number of shares in the New Company will be 150,000,000 shares.
2. In addition to the provisions of the preceding paragraph, matters stipulated in the Articles of Incorporation of the New Company
shall be as set forth in the Articles of Incorporation attached as Exhibit 1.
Article 3 (Names of Directors and Accounting Auditor at Time of Establishment of New Company)
1. The names of the Directors at the time of establishment of the New Company (excluding Directors at the time of establishment
who are Audit and Supervisory Committee members at the time of establishment) shall be as follows:
Director: Moritaka Nakamura
Director: Kazuhiko Inaba
Director: Shunya Endo
Director: Atuyuki Ohashi
Director: Norihiko Takahashi
Outside Director: Shinya Takada
Outside Director: Haruyoshi Kawabe
Outside Director: Masumi Shiraishi
2.
The names of the Directors at the time of establishment of the New Company who are also Audit and Supervisory Committee
members at the time of establishment shall be as follows:
Director: Kiyoshi Waki
Outside Director: Mahito Ogawa
Outside Director: Motomi Oi

12

3.

Outside Director: Sachiko Fukuda
The name of the Accounting Auditor at the time of establishment of the New Company shall be as follows.
Deloitte Touche Tohmatsu LLC

Article 4 (Shares to be Delivered at the Time of the Share Transfer; and Allotment Thereof)
1. In conjunction with the Share Transfer, the New Company will deliver to the shareholders of Ryoyo Electro’s and Ryosan’scommon stock that they respectively hold in Ryoyo Electro and Ryosan common stock immediately prior to the acquisition of
all of the issued and outstanding shares of Ryoyo Electro and Ryosan (the “Base Time”), in exchange for such common stock
held by the shareholders, the total number of shares in the New Company calculated as the aggregate of: (i) the total number ofshares of common stock issued at the Base Time by Ryoyo Electro multiplied by 1; and (ii) the total number of shares of common
stock issued at the Base Time by Ryosan multiplied by 1.32.
2. The New Company will allocate the common stock of the New Company that is delivered pursuant to the preceding paragraph
to Ryoyo Electro’s and Ryosan’s common shareholders at the Base Time according to their individual ratio as indicated below:(1) To Ryoyo Electro’s shareholders, 1 share of common stock in the New Company per 1 share of common stock held in
Ryoyo Electro(2) To Ryosan’s shareholders, 1.32 shares of common stock in the New Company per 1 share of common stock held in Ryosan
3. Any fractions of less than one (1) share resulting from the calculations in the preceding two paragraphs will be treated inaccordance with Article 234 of the Companies Act (Law No. 86 of July 26, 2005, as amended), and the provisions of otherrelevant laws and regulations.
Article 5 (Share Options to be Delivered at the Time of the Share Transfer; and Allotment Thereof)
1. In conjunction with the Share Transfer, the New Company will deliver to the holders of the third series of share options in Ryoyo
Electro (the details of which are as described in Exhibit 2, “Third Series of Share Options (Ryoyo Electro)”) that they respectively
hold in Ryoyo Electro as at the Base Time, in exchange for such Third Series of Share Options (Ryoyo Electro) held by theholders, the same number of the first series of share options in the New Company (the details of which are as described in Exhibit
3, “First Series of Share Options (New Company)”) as the total number of share options as at the Base Time.
2. The New Company will allocate the First Series of Share Options (New Company) that are delivered pursuant to the preceding
paragraph to the holders of the Third Series of Share Options (Ryoyo Electro) at the Base Time according to their individual
ratio as indicated below.
(1) One (1) unit of the First Series of Share Options (New Company) per one (1) unit of Third Series of Share Options (Ryoyo
Electro)Article 6 (New Company’s Capital and Reserves)
The amount of capital, reserves, etc. at the time of establishment of the New Company shall be as follows:(1) Amount of capital
15 billion yen(2) Amount of capital reserve
5 billion yen(3) Amount of retained earnings reserve
0 yen(4) Amount of capital surplus

13Remainder after deduction of the total of (1) and (2) above from the change in shareholders’ equity set forth in Article 52.1of the Regulations on Company Accounting
Article 7 (Incorporation Date of New Company)
The date on which the establishment of the New Company is to be registered (referred to as “Establishment Date” in the Plan) is
April 1, 2024. However, this date can be changed by agreement after consultation between Ryoyo Electro and Ryosan whennecessitated by procedures for the Share Transfer or other reasons.
Article 8 (General Meeting of Shareholders to Approve the Plan)
Ryoyo Electro and Ryosan shall each hold an extraordinary General Meeting of Shareholders on the date set forth below to seek
approval of the Plan and matters necessary for the Share Transfer. However, when necessitated by the procedures for the Share
Transfer or other reasons, Ryoyo Electro and Ryosan may, by agreement after consultation, change the dates of the general meetingsof shareholders to seek approval of the Plan and resolutions on matters necessary for the Share Transfer.
Ryoyo Electro : December 19, 2023
Ryosan : December 19, 2023.
Article 9 (Listing of Shares, Shareholder Registry Administrator)
1.
Ryoyo Electro and Ryosan will perform the procedures required for listing the common stock issued by the New Company on
the Prime Market of the Tokyo Stock Exchange, Inc. on the Establishment Date, in consultation with and through the mutual
cooperation of Ryoyo Electro and Ryosan.
2.
The administrator of the shareholder registry for the New Company at the time of establishment will be Mitsubishi UFJ Trustand Banking Corporation.
Article 10 (Distribution of Surplus)
1.
Ryoyo Electro may distribute surplus dividends in a maximum of 100 yen per share to Ryoyo Electro’s shareholders andregistered stock pledge holders noted or recorded in the final shareholder registry as of March 31, 2024.
2.
Ryosan may distribute surplus dividends respectively as follows: (1) a maximum of 60 yen per share to Ryosan’s shareholders
and registered stock pledge holders noted or recorded in the final shareholder registry as of September 30, 2023; and (2) amaximum of 90 yen per share to Ryosan’s shareholders and registered stock pledge holders noted or recorded in the final
shareholder registry as of March 31, 2024.
3.
Ryoyo Electro and Ryosan shall not resolve to distribute surplus dividends with a record date prior to the Establishment Dateof the New Company during the period after formulation of the Plan until the establishment of the New Company, except as
set forth in the preceding two paragraphs.
Article 11 (Management, etc. of Company Assets)
After formulation of the Plan and until the Establishment Date of the New Company, unless stipulated to the contrary in the Plan,
Ryoyo Electro and Ryosan shall individually execute their operations and manage and administer their assets with the due care of aprudent manager, shall cause their subsidiaries to execute their operations and manage and administer their assets with the due careof a prudent manager and, unless stipulated to the contrary in the Plan, shall only take actions with potential material impacts on theirassets, rights and duties, and cause such actions to be taken after advance consultation and agreement between Ryoyo Electro andRyosan.

14

Article 12 (Effect of the Plan)
The Plan shall cease to have effect in the event that: (i) the Plan fails to obtain approval from, or a resolution on matters necessary
for the Share Transfer fails to pass, a General Meeting of Shareholders or general meeting of class shareholders of either Ryoyo
Electro or Ryosan as set forth in Article 8; (ii) any of the Licenses and Permits etc. from the relevant authorities that are required forexecution of the Share Transfer are not obtained by the Establishment Date of the New Company; or (iii) the Share Transfer iscancelled pursuant to the following Article 13.
Article 13 (Amendment of Share Transfer Terms and Cancellation of Share Transfer)
After the formulation of the Plan and until the Establishment Date of the New Company, Ryoyo Electro and Ryosan may amend theterms of the Share Transfer and other content of the Plan and may cancel the Share Transfer by agreement after consultation in theevent of: (i) any material change in the assets or business circumstances of Ryoyo Electro or Ryosan; (ii) the identification of events
having a material impact on the assets or business circumstances of Ryoyo Electro or Ryosan; (iii) the occurrence or identificationof circumstances constituting material impediments to the execution of the Share Transfer; or (iv) other circumstances in which it
would be extremely difficult to achieve the purposes of the Plan.
Article 14 (Matters for Consultation)
Any matters not set forth in the Plan and any other matters necessary for the Share Transfer shall be determined upon separate
consultation and agreement between Ryoyo Electro and Ryosan in accordance with the intentions of the Plan.

IN WITNESS of the formulation of the Plan, this Document has been prepared in duplicate, and signed and sealed by Ryoyo Electro
and Ryosan, with each party to retain one copy.
October 16, 2023

Ryoyo Electro

Ryosan:12-22 Tsukiji 1-chome, Chuo-ku, Tokyo, Japan
Ryoyo Electro Corporation
Moritaka Nakamura, President and Chief Executive Officer: 3-5, Higashi-Kanda 2-chome, Chiyoda-ku, Tokyo, Japan
Ryosan Company, Limited
Kazuhiko Inaba, President and Chief Executive Officer

15

[Exhibit 1]
Articles of Incorporation
Chapter 1 - General Provisions
Article 1 (Business Name)
The name of the Company shall be “リョーサン菱洋ホールディングス株式会社”(Ryosan Ryoyo Horudingusu Kabushiki
Kaisha). The name in English shall be Ryoyo Ryosan Holdings, Inc.
Article 2 (Purpose)
The purposes of the Company shall be, by means of holding shares or interests, to manage and control companies (including foreigncompanies), partnerships (including those equivalent to partnerships in foreign countries), or other entities engaged in the following
businesses, and to conduct the following businesses:(1) Sales, leasing, manufacturing, processing and intermediary of semiconductor devices, integrated circuits, microcomputers andother electronic components, electronic application equipment, electrical machinery and appliances and other machinery andappliances, medical equipment and related materials, and components thereof;(2) Sales, leasing, production and construction of software and information systems, and intermediary services thereof;(3) Information processing services and information provision services;(4) Telecommunications construction business;(5) Telecommunications business based on the Telecommunications Business Law;
(6) Freight forwarding business;(7) Warehousing and warehouse management services;(8) Secondhand goods dealing under the Secondhand Goods Business Act;
(9) Non-life insurance agency and insurance brokerage business;(10) Installation and maintenance of equipment related to items (1) through (5) above;(11) Planning, investigation, research, development and design related to items (1) through (5) above;(12) Acquisition, management, licensing and transfer of patents, trademarks, design rights, copyrights, know-how and otherintellectual property rights related to items (1) through (5) above;(13) Import/export operations related to items (1) and (2) above;(14) Consultancy services related to each of the preceding items;(15) Temporary staffing business related to each of the preceding items;(16) Buying, selling, leasing, managing and brokering real estate; and(17) All businesses incidental to the preceding items
Article 3 (Location of Head Office)
The Company’s head office shall be located in Chiyoda-ku, Tokyo.
Article 4 (Company Organs)
The Company shall have the following bodies in addition to the General Meeting of Shareholders and the Directors:(1) Board of Directors;(2) Audit and Supervisory Committee; and16

(3) Financial Auditor
Article 5 (Method of Public Notice)
The Company’s method of making public notices shall be by electronic public notice; provided, however, that if the Company isunable to give an electronic public notice because of an accident or any other unavoidable reason, the Company’s public notices will
be published in the Nihon Keizai Shimbun.
Chapter 2 - Shares
Article 6 (Total Number of Authorized Shares)
The total number of shares authorized to be issued by the Company shall be 150,000,000 shares.
Article 7 (Share Units)
For all classes of shares in the Company, the number of shares per share unit of the Company shall be 100.
Article 8 (Rights of Shareholders Holding Shares of the Company Less Than One Unit)
Shareholders who hold shares of the Company that are less than one unit may not exercise rights other than those listed below withregard to those shares of less than one unit:(1) The rights listed in the subparagraphs to Article 189, Paragraph (2) of the Companies Act;
(2) The right to make a demand pursuant to the provisions of Article 166, Paragraph (1) of the Companies Act;
(3) The right to receive an allotment of offered shares and offered share acquisition rights in proportion to the number of shares heldby the shareholder; and(4) The right to make a demand as set forth in the following Article 9.
Article 9 (Additional Purchase of Shares Less than One Unit)
A shareholder of the Company who holds shares less than one unit may, as provided for in the Company’s Share Handling Regulations,request the Company to sell to such shareholder a number of shares which will, when combined with the number of shares alreadyheld by such shareholder, constitute one share unit.
Article 10 (Shareholder Registry Administrator)
1. The Company shall have a shareholder registry administrator.
2. The shareholder registry administrator and the place at which it handles its business will be determined by a resolution of theBoard of Directors or by a Director delegated by a resolution of the Board of Directors and stated in a public notice.
3. The preparation and keeping of the Company’s shareholder registry and registry of share options and other administrative work
concerning the shareholder registry and registry of share options will be delegated to the shareholder registry administrator and will
not be handled at the Company.

Article 11 (Record Date)
1. The record date for voting rights at the Company’s ordinary General Meeting of Shareholders is March 31 of each year.
2. Notwithstanding the preceding paragraph, when necessary, the Company may, by a resolution of the Board of Directors and theprovision of a prior public notice, deem the shareholders or registered pledgees of shares entered or recorded in the final shareholder

17

register as of a certain date as the shareholders or registered pledgees of shares eligible to exercise their rights.
Article 12 (Share Handling Regulations)
Recording or entering matters in the shareholder register and the register of share options, the acquisition or additional purchase ofshares of less than one full unit, any other handling and fees with respect to shares or share options, and procedures, etc. upon theexercise of shareholder rights, shall all be in accordance with the laws and regulations or these Articles of Incorporation, as well as
the share handling regulations established by the Board of Directors.
Chapter 3 - General Meeting of Shareholders
Article 13 (Convocation)
An ordinary General Meeting of Shareholders shall be convened in June of each year, and extraordinary general meetings ofshareholders shall be convened as necessary.
Article 14 (Convener and Chair)
1. Unless otherwise provided in the laws and regulations, general meetings of shareholders shall be convened by the Director
previously appointed by the Board of Directors. If such Director is not available, the General Meeting of Shareholders shall be
convened by another Director, in accordance with the order set forth in advance by the Board of Directors.
2. Unless otherwise provided in the laws and regulations, a Director previously appointed by the Board of Directors shall serve as
chair at general meetings of shareholders. If such Director is not available, another Director shall serve as chair, in accordance withthe order set forth in advance by the Board of Directors.
Article 15 (Electronic Provision Measures)
1. When convening a General Meeting of Shareholders, the Company shall provide reference documents for the General Meeting of
Shareholders and other relevant information by electronic means.
2. The Company may elect not to include all or part of the matters subject to electronic provision stipulated by the Ministry of Justiceordinance in the documents delivered to shareholders requesting delivery of written documents by the voting rights record date.
Article 16 (Method of Resolution)
1. Except where otherwise provided by the laws and regulations or these Articles of Incorporation, a resolution of a General Meetingof Shareholders shall be made by a majority of the voting rights of the shareholders present at the meeting who are entitled to vote.
2 Resolutions set forth in Article 309, Paragraph (2) of the Companies Act shall be made by at least two-thirds of the voting rights ofthe shareholders present where shareholders holding at least one-third of the voting rights that may be exercised are present.
Article 17 (Exercising Voting Rights by Proxy)
A shareholder may act as proxy and exercise voting rights for one other shareholder who has voting rights in the Company. In suchcase, the shareholder or proxy shall submit to the Company a document certifying the proxy rights to the Company for each General
Meeting of Shareholders.
Chapter 4 - Directors, Board of Directors and Executive Officers
Article 18 (Number of Directors)

18

1. The number of Directors of the Company (excluding those who are Audit and Supervisory Committee members) shall be no morethan twelve (12).
2. The Company shall have no more than six (6) Directors who are Audit and Supervisory Committee members.
Article 19 (Election of Directors)
1. Directors of the Company shall be appointed at a General Meeting of Shareholders by distinguishing between Audit andSupervisory Committee members and other Directors.
2. Resolutions on the election of a Director shall be made by a majority of the votes of the shareholders present at a meeting where
shareholders holding one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present.
3. Resolutions for the election of Directors shall not be conducted by cumulative voting.
Article 20 (Directors’ Term of Office)
1. The term of office of a Director (excluding Audit and Supervisory Committee members) shall expire at the close of the ordinary
General Meeting of Shareholders held with respect to the final business year ending within one year of their appointment.
2 The term of office of a Director who is an Audit and Supervisory Committee member shall expire at the close of the ordinary
General Meeting of Shareholders held with respect to the final business year ending within two years of the Audit and Supervisory
Committee member’s appointment.
3 The term of office of a Director who is an Audit and Supervisory Committee member elected as a substitute for a Director who is
an Audit and Supervisory Committee member resigning before the expiration of their term of office shall be until the time of
expiration of the term of office of the relevant resigned Director who is an Audit and Supervisory Committee member.
Article 21 (Representative Director)
The Board of Directors shall elect a Representative Director from among the Directors (excluding Audit and Supervisory Committee
members) by a resolution of the Board of Directors.
Article 22 (Convocation of Board of Directors Meetings)
Notice to convene a Board of Directors meeting will be sent to each Director no later than three days before the day of the meeting.
However, this period can be shortened when urgently necessary.
Article 23 (Omission of Resolution at Board of Directors Meeting)
The Company will deem a resolution of the Board of Directors to have been passed when the conditions set forth in Article 370 of
the Companies Act have been met.
Article 24 (Executive Officers)
The Board of Directors may resolve to appoint Executive Officers. Matters concerning Executive Officers shall be in accordancewith the Executive Officer Regulations established by the Board of Directors.
Article 25 (Board of Directors Regulations)
Matters concerning the Board of Directors shall be governed by the Board of Directors Regulations established by the Board of
Directors, in addition to applicable laws and regulations and these Articles of Incorporation.

19

Article 26 (Exemption of Directors From Liability)
1. The Company may, pursuant to Article 426, Paragraph(1) of the Companies Act, and to the extent permitted by laws andregulations, exempt Directors (including former Directors) from liability for damages due to negligence of their duties by way ofpassing a resolution of the Board of Directors.
2. Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company may enter into agreements with
Directors (excluding Executive Directors, etc.) to limit their liability to provide compensatory damages due to negligence of theirduties; provided, however, that the maximum amount of compensation liability pursuant to such agreements shall be the minimum
liability amount stipulated by the laws and regulations.
Article 27 (Delegation of Decisions on Important Execution of Operations)Pursuant to Article 399–13, Paragraph (6) of the Companies Act, the Company may delegate all or part of its important businessexecution decisions (excluding the matters listed in the subparagraphs to Article 399–13, Paragraph (5) of the Companies Act) to the
Directors by a resolution of the Board of Directors.
Article 28 (Director Remuneration)
Directors’ remuneration, bonuses, and other economic benefits received from the Company as consideration for the performance of
their duties shall be determined by a resolution of a General Meeting of Shareholders, distinguishing between Audit and Supervisory
Committee members and other Directors.
Chapter 5 - Audit and Supervisory Committee
Article 29 (Convocation of the Audit and Supervisory Committee)
Notice to convene the Audit and Supervisory Committee will be sent to each Auditor no later than three days before the day of themeeting. However, this period can be shortened when urgently necessary.
Article 30 (Regulations of the Audit and Supervisory Committee)
Matters concerning the Audit and Supervisory Committee shall be governed by the Regulations of the Audit and Supervisory
Committee established by the Audit and Supervisory Committee, in addition to applicable laws and regulations and these Articles ofIncorporation.
Chapter 6 – Accounts
Article 31 (Fiscal Year)The fiscal year of the Company is from April 1 of each year until March 31 of the following year.
Article 32 (Decision-Making Body for Dividends from Surplus)
The Company may, except as otherwise provided by the laws and regulations, determine the matters set forth in each item of Article
459, Paragraph(1) of the Companies Act by a resolution of the Board of Directors.
Article 33 (Record Date for Dividends of Surplus)
1. The record date for the year-end dividends of the Company shall be March 31 of each year.
2. The record date for interim dividends of the Company shall be September 30 of each year.

20

3. In addition to the preceding two paragraphs, the Company may declare dividends of surplus by specifying a record date, by wayof a resolution of the Board of Directors.
Article 34 (Dividend Exclusion Period)
1. If the assets for distribution are monetary in nature (“Unpaid Dividends”), the Company is released from its obligation to makepayment of dividends that have not been received after the elapse of three (3) full years from the payment commencement date.
2. Unpaid Dividends do not attract interest.
Chapter 7 - Supplementary Provisions
Article 35 (Compensation of the Initial Directors)
Notwithstanding the provisions of Article 28, the amount of remuneration, etc. of the Company’s Directors for the period from thedate of incorporation of the Company to the conclusion of the first Ordinary General Meeting of Shareholders shall be as follows:(1) Monetary Compensation to Directors Who are Not Members of the Audit and Supervisory Committee
The total amount of the remuneration, etc. (excluding (3) Monetary Compensation Claims Paid for the Grant of Restricted Stock)shall be no more than 900 million yen per year (not including the portion of employee salary for Directors who concurrently serve
as employees, and no more than 100 million yen per year for the total amount of remuneration of Outside Directors).
(2) Compensation to Directors Who are Members of the Audit and Supervisory Committee
The total amount of remuneration, etc. shall not exceed 200 million yen per year.
(3) Monetary Compensation Claims to be Paid for the Grant of Restricted Stock(a) The total amount of monetary compensation claims to be paid to Directors who are not members of the Audit Committee(excluding Outside Directors, the “Subject Directors”) for the grant of shares with transfer restrictions shall be no more than
200 million yen per year.
(b) The Subject Directors shall, in accordance with a resolution of the Board of Directors, deliver to the Company all of themonetary compensation claims to be paid as assets contributed in-kind, and shall be issued or disposed of with respect to thecommon stock of the Company. The total number of shares of common stock to be issued or disposed of to the eligible Subject
Directors shall not exceed 200,000 shares per year (provided, however, that in the event of a stock split (including an allotmentof the Company’s common stock without compensation) or a reverse stock split of the Company’s common stock or otherevents necessitating adjustment of the total number of shares of the Company’s common stock to be issued or disposed of as
Restricted Shares, such total number shall be adjusted to a reasonable extent).
(c) The amount to be paid-in per share of common stock of the Company shall be determined by the Board of Directors based on
the closing price of the Company’s common stock on the Tokyo Stock Exchange, Inc. on the business day immediately preceding
the date of resolution of each Board of Directors meeting to determine the subscription for such common stock (or, if no tradingis effected on such date, the closing price of the immediately preceding trading day) to the extent that is not particularly favorable
to the Subject Directors. The issuance or disposal of the Company’s common stock in this manner shall be subject to the
execution of a Restricted Share Allotment Agreement (the “Allotment Agreement”) between the Company and each Subject
Director, which shall include, in summary, the following terms and conditions (the shares of common stock to be allotted
pursuant to the Allotment Agreement shall hereinafter be referred to as the “Allotted Shares”).
(i) The Subject Directors may not transfer, grant security interests in, or otherwise dispose of the Allotted Shares (the “Transfer
Restriction”) during the period from the date of delivery of the Allotted Shares to the date on which the relevant Subject Director
retires or resigns from his/her position as a Director of the Company or other position determined by the Company’s Board of
Directors (the “Transfer Restriction Period”).

21

(ii) If a Subject Director loses the status described in (i) above before the expiration of the period determined by the Company’s
Board of Directors (the “Service Period”), the Company shall automatically acquire all of the Allotted Shares without
consideration, unless there is a reason that the Board of Directors deems justifiable.
(iii) Notwithstanding the provision of (i) above, the Company shall cancel the Transfer Restriction for all of the Allotted Shares
upon the expiration of the Transfer Restriction Period; provided, however, that if the Subject Director loses the position specified
in (i) above before the expiration of the Service Period for reasons deemed justifiable by the Company’s Board of Directors as
specified in (ii) above, as of the time immediately following such loss, the Company shall cancel the Transfer Restriction for allof the Allotted Shares held by the relevant Subject Director.
(iv) If, at the time the Transfer Restriction Period expires, there are any Allotted Shares for which the Transfer Restriction has notbeen lifted pursuant to (iii) above, the Company shall automatically acquire all of such Allotted Shares without consideration;
provided, however, that, in the event that, during the Transfer Restriction Period, a merger agreement under which the Company
shall become a defunct company, a share exchange agreement, a share transfer plan or any other matters relating toorganizational restructuring, etc. under which the Company shall become a wholly-owned subsidiary are approved at a General
Meeting of Shareholders of the Company (or by the Board of Directors of the Company if such approval is not required), if, insuch reorganization, etc., a corporation related to such reorganization, etc. other than the Company delivers shares of suchcorporation (limited to those that become shares with transfer restrictions) to the Subject Director, then the provisions set forthin (iv) above shall not apply.
(v) Notwithstanding the provision of (i) above, in the event that a merger agreement under which the Company shall become adefunct company, a share exchange agreement, a share exchange agreement or a share transfer plan or other matters relating toorganizational restructuring, etc., are approved by a General Meeting of Shareholders of the Company (or by the Board of
Directors of the Company if such approval is not required), the Company shall, by a resolution of the Board of Directors, cancel
the Transfer Restriction for a reasonably determined number of the Allotted Shares prior to the effective date of suchorganizational restructuring, etc. based on the period from the Allocation Date to the approval date of such organizational
restructuring, etc. In such case, the Company shall automatically acquire the Allotted Shares for which the Transfer Restriction
has not yet been lifted without compensation as of the time immediately after the cancellation of the Transfer Restriction;
provided, however, that, if, in such reorganization, etc., a corporation related to such reorganization, etc. other than the Company
delivers shares of such corporation (limited to those that become shares with transfer restrictions) to the Subject Director, thenthe provisions set forth in (v) above shall not apply.
(vi) Other matters relating to the Allotment Agreement shall be determined by the Board of Directors.
Article 36 (Succession to Restrictions on Transfer)
As of April 1, 2024, the Company shall succeed to the position, rights and obligations of Ryoyo Electro under each allotment
agreement relating to the restricted stock delivered under the restricted stock compensation plan approved at the 59th Annual
Shareholders’ Meeting of Ryoyo Electro held on April 25, 2019.
Article 37 (Deletion of Supplementary Provisions)
These Supplementary Provisions shall be deleted at the conclusion of the Company’s first Ordinary General Meeting of Shareholders.

22[Exhibit 2]
Details of the Third Series of Share Options (Ryoyo Electro)(1) Name of Share Options

Third Series of Share Options (Ryoyo Electro)(2) Class and number of shares to be issued upon exercise of Share Options
The type of shares to be issued upon exercise of the Share Options shall be common stock of the Company, and the number of shares
to be issued upon exercise of each stock acquisition right (the “Number of Granted Shares”) shall be 100 shares. In the event that theCompany conducts a stock split (including a gratis allotment of shares of common stock of the Company; the same shall apply
hereinafter to the description of a stock split) or reverse stock split of its common stock after the date of resolution (the “Resolution
Date”) on the proposal for subscription for the Share Options, the Number of Granted Shares shall be adjusted in accordance withthe following formula.
Number of Granted Shares After Adjustment = Number of Granted Shares Before Adjustment × Ratio of Stock Split or Reverse
Stock Split
Any fraction of less than one (1) share resulting from the above adjustment shall be rounded down.
In addition to the above, in the event that the Company conducts a merger, corporate split or share exchange after the Resolution
Date, or in other cases where adjustment of the Number of Granted Shares is required pursuant to such cases, the Company may
adjust the Number of Granted Shares as deemed necessary by the Company’s Board of Directors.
123,000 shares of the Company's common stock shall be the maximum number of shares that can be delivered by exercising theShare Options to be issued within one (1) year from the date of the Company’s annual General Meeting of Shareholders for eachfiscal year, and if the Number of Granted Shares is adjusted, the maximum number shall be the Number of Granted Shares after
adjustment multiplied by the total number of Share Options below.
(3) Amount of assets to be contributed upon exercise of Share Options
The value of assets to be contributed upon the exercise of each stock acquisition right shall be the amount obtained by multiplying
the exercise price of one (1) yen per share that can be delivered by exercising each such stock acquisition right by the Number ofGranted Shares.
(4) Period during which Share Options may be exercised
The period shall be from February 1, 2019 to January 31, 2059.
(5) Conditions for exercise of Share Options① Holders of Share Options may exercise their Share Options within ten (10) days from the day following the day on which theylose their position as a Director of the Company (if the 10th day falls on a holiday, the next business day).
② Notwithstanding (i) above, in the event that a proposal for approval of a merger agreement in which the Company becomes adissolving company, a proposal for approval of a split agreement or split plan in which the Company becomes a splitting company,

23

or a proposal for approval of a share exchange agreement or share transfer plan in which the Company becomes a wholly-owned
subsidiary is approved at a general shareholders’ meeting (or resolved by the Board of Directors if no resolution is required at
the general shareholders’ meeting), the Share Options may be exercised within thirty (30) days from the day following the dateof such approval. However, this excludes the case where Share Options of the Reorganized Company are delivered to the holdersof Share Options in accordance with the matters concerning the delivery of Share Options in connection with the Reorganization
set forth in (9) below.
③ Other conditions shall be as set forth in the “Share Options Allotment Agreement” to be entered into between the Company andthe holders of Share Options.
(6) Matters concerning increase of capital stock and capital reserves in the event of the issuance of shares upon the exercise of Share
Options① The amount of increase in capital stock in the event of the issuance of shares upon the exercise of the Share Options shall be halfof the maximum amount of increase in capital stock, etc., as calculated in accordance with Article 17, Paragraph 1 of the
Corporate Accounting Regulations, with any fraction less than one (1) yen resulting from the calculation being rounded up to
the nearest yen.
② The amount of increase in the capital reserves in the event of the issuance of shares upon the exercise of the Share Options shallbe the amount obtained by subtracting the amount of the increase in capital as set forth in (i) above from the maximum amountof the increase in capital stock, etc. as set forth in (i) above.
(7) Acquisition of Share Options
The Company may acquire Share Options without consideration on a date separately determined by the Company’s Board of
Directors in the event that the following proposals (i), (ii), (iii), (iv) or (v) below are approved at the Company’s General Meeting of
Shareholders (in the event that a resolution of a General Meeting of Shareholders is not required, when a decision by the Company’s
Board of Directors is made).
① Proposal for approval of a merger agreement under which the Company will be the disappearing company;② Proposal for approval of a split agreement or split plan under which the Company will become the splitting company;③ Proposal for approval of a share exchange agreement or share transfer plan under which the Company will become a wholly
owned subsidiary;④ Proposal for approval of an amendment to the Articles of Incorporation to provide that the acquisition of all shares issued by theCompany by way of transfer shall require the approval of the Company; or⑤ Proposal for approval of an amendment to the Articles of Incorporation to provide that the acquisition of the class of shares tobe issued upon exercise of the Share Options by transfer requires the approval of the Company or that the Company may acquire
all the shares of the class by a resolution of the General Meeting of Shareholders(8) Restriction on acquisition of Share Options by transfer
Acquisition of Share Options by transfer shall require approval by a resolution of the Company’s Board of Directors.

24(9) Matters concerning issuance of subscription rights to shares in connection with reorganization
In the event of a merger (limited to cases where the Company is dissolved as a result of the merger), absorption-type company split
or incorporation-type company split (limited to cases in which the Company is the demerged company, respectively), share exchangeor share transfer (limited to cases where the Company becomes a wholly owned subsidiary of another company) (collectively, the“Reorganization”), the Share Options of a company as listed in Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies
Act (the “Reorganized Company”) shall be issued to the holders of Share Options remaining (the “Remaining Share Options”)
immediately prior to the effective date of the Reorganization (in the event of an absorption-type merger, the date on which theabsorption-type merger becomes effective; in the event of an incorporation-type merger, the date on which the incorporation-typemerger corporation is established; in the event of an absorption-type split, the date on which the absorption-type split becomes
effective; in the event of an incorporation-type split, the date on which the incorporation-type split corporation is established; in theevent of a share exchange, the date on which the share exchange becomes effective; and in the event of a share transfer, the date on
which the wholly-owning parent company in the share transfer is established; the same shall apply hereinafter.). However, the sharesubscription rights of the Reorganized Company shall be delivered in accordance with the following items, as long as such delivery
is provided for in the absorption-type merger agreement, incorporation-type merger agreement, absorption-type company split
agreement, incorporation-type company split plan, share exchange agreement or share transfer plan:(i)

Number of Share Options of the Reorganized Company to be granted

The same number of Share Options as the number of Remaining Share Options held by the holders of Share Options shall be delivered
to each such holder.
(ii)

Class of shares of the Reorganized Company to be issued upon exercise of Share Options

The shares shall be common stock of the Reorganized Company.
(iii)

Number of shares of the Reorganized Company to be issued upon exercise of Share Options

To be determined in accordance with (2) above, taking the conditions, etc. of the restructuring transaction into consideration.
(iv)

Amount of assets to be contributed upon exercise of Share Options

The value of assets to be contributed upon the exercise of each stock acquisition right to be delivered shall be the amount obtainedby multiplying the post-reorganization exercise price set forth below by the number of shares of the Reorganized Company to beissued for each such stock acquisition right determined in accordance with (iii) above. The post-reorganization exercise price shallbe one (1) yen per share of the Reorganized Company to be delivered upon the exercise of each stock acquisition right to be granted.
(v)

Period during which Share Options may be exercised

From the later of the commencement date of the period during which Share Options may be exercised as set forth in (4) above or theeffective date of the Reorganization, until the expiration date of the period during which Share Options may be exercised as set forthin (4) above.
(vi)

Matters concerning increase of capital stock and capital reserves in the event of the issuance of shares upon the exerciseof Share Options

25

To be determined in accordance with (6) above.
(vii)

Restriction on acquisition of Share Options by transfer

Acquisition of Share Options by transfer shall require approval by a resolution of the Reorganized Company’s Board of Directors.
(viii)

Conditions for exercise of Share Options

To be determined in accordance with (5) above.
(ix)

Acquisition of Share Options

To be determined in accordance with (7) above.
(10) Handling of fractions of less than one (1) share resulting from the exercise of Share Options
Any fraction of less than one (1) share in the number of shares to be issued to the holders of Share Options who exercised their Share
Options shall be rounded down.
(11) Date of allotment of Share Options
January 31, 2019(12) Method of requesting the exercise of Share Options and making payment① When exercising Share Options, the shareholder shall fill in the necessary items in a “Share Options Exercise Request Form” inthe form prescribed by the Company, affix his/her name thereto and seal or sign the form, and submit it to the place for receiving
requests to exercise Share Options as set forth in (13) below.
② Along with the submission of the “Share Options Exercise Request Form” mentioned in (i) above, the full amount calculated bymultiplying the value of the property to be contributed upon the exercise of each stock acquisition right by the number of Share
Options to be exercised shall be transferred in cash to the account designated by the Company at the payment handling location
set forth in (14) by the date and time specified by the Company in accordance with Article 281, Paragraph 1 of the Companies
Act.
(13) Place to receive requests to exercise Share Options
The General Affairs Department of the Company (or the department in charge of the relevant business from time to time)(14) Payment handling place for money to be contributed upon exercise of Share Options
The Bank of Tokyo-Mitsubishi UFJ,

Marunouchi Branch(or the successor bank of such bank or the successor branch of such branch as may apply from time to time)(15) Handling of Share Options after exercise
Promptly after the completion of the exercise procedures, the Company shall take the necessary procedures to enter or record the26shares to be acquired by the holder of the Share Options upon the exercise of the Share Options in an account in the name of theholder of the Share Options opened in advance with a financial instruments business operator, etc. designated by the Company.
(16) Handling of the revision of terms and conditions and other measures
If it becomes necessary to revise any provision of these terms and conditions or take any other measures, these terms and conditions
may be amended in a manner the Company deems appropriate to handle related matters in accordance with the provisions of theCompanies Act and the purpose of the Share Options, and such amendment shall become an integral part of these terms and conditions.
(17) Public notice of issuance requirements
The Company shall keep a certified copy of the terms and conditions for the issuance of the Share Options at its head office andmake it available for inspection by the holders of the Share Options during its business hours.
(18) Others
The Company's Chairman and Representative Director shall be entrusted with determining the details concerning the issuance andallotment of Share Options, the performance of various procedures necessary for the issuance of Share Options, and other affairs
necessary for the issuance of Share Options.

27

[Exhibit 3]
Details of First Series of Share Options (New Company)(1) Name of Share OptionsFirst series of Share Options (Ryoyo Ryosan Holdings, Inc.)(2) Class and number of shares to be issued upon exercise of Share Options
The type of shares to be issued upon exercise of Share Options shall be common stock of the Company, and the number of shares tobe issued upon exercise of each stock acquisition right (the “Number of Granted Shares”) shall be 100 shares. In the event that theCompany conducts a stock split (including a gratis allotment of shares of common stock of the Company. The same shall apply
hereinafter to the description of a stock split) or reverse stock split of its common stock after the date of allotment of the Share
Options, the Number of Granted Shares shall be adjusted in accordance with the following formula:
Number of Granted Shares After Adjustment = Number of Granted Shares Before Adjustment × Ratio of Stock Split or Reverse
Stock Split
Any fraction of less than one (1) share resulting from the above adjustment shall be rounded down.
In addition to the above, in the event that the Company conducts a merger, corporate split or share exchange after the allotment, orin other cases where adjustment of the Number of Granted Shares is required pursuant to such cases, the Company may adjust the
Number of Granted Shares as deemed necessary by the Company’s Board of Directors.
(3) Amount of assets to be contributed upon the exercise of Share Options
The value of assets to be contributed upon the exercise of each stock acquisition right shall be the amount obtained by multiplying
the exercise price of one (1) yen per share that can be delivered by exercising each such stock acquisition right by the Number ofGranted Shares.
(4) Period during which Share Options may be exercised
The period shall be from April 1, 2024 to January 31, 2059.
(5) Conditions for exercise of Share Options① Holders of Share Options may exercise their Share Options within ten (10) days from the day following the day on which theylose their position as a Director of the Company (if the 10th day falls on a holiday, the next business day).
② Notwithstanding (i) above, in the event that a proposal for approval of a merger agreement in which the Company becomes adissolving company, a proposal for approval of a split agreement or split plan in which the Company becomes a splitting company,
or a proposal for approval of a share exchange agreement or share transfer plan in which the Company becomes a wholly-owned
subsidiary is approved at a general shareholders’ meeting (or resolved by the Board of Directors if no resolution is required at
the general shareholders’ meeting), the Share Options may be exercised within thirty (30) days from the day following the dateof such approval. However, this excludes the case where Share Options of the Reorganized Company are delivered to the holdersof Share Options in accordance with the matters concerning the delivery of Share Options in connection with the Reorganization
set forth in (9) below.
③ Other conditions shall be as set forth in the “Share Options Allotment Agreement” to be entered into between the Company and28the holders of the Share Options.
(6) Matters concerning increase of capital stock and capital reserves in the event of the issuance of shares upon the exercise of the
Share Options① The amount of the increase in capital stock in the event of the issuance of shares upon the exercise of the Share Options shall behalf of the maximum amount of the increase in capital stock, etc., as calculated in accordance with Article 17, Paragraph 1 of
the Corporate Accounting Regulations, with any fraction less than one (1) yen resulting from the calculation being rounded up
to the nearest yen.
② The amount of increase in the capital reserves in the event of the issuance of shares upon the exercise of the Share Options shallbe the amount obtained by subtracting the amount of the increase in capital as set forth in (i) above from the maximum amountof the increase in capital stock, etc. as set forth in (i) above.
(7) Acquisition of Share Options
The Company may acquire Share Options without consideration on a date separately determined by the Company’s Board of
Directors in the event that the following proposals (i), (ii), (iii), (iv) or (v) below are approved at the Company’s General Meeting of
Shareholders (in the event that a resolution of a General Meeting of Shareholders is not required, when a decision is made by theCompany’s Board of Directors of the Company):① Proposal for approval of a merger agreement under which the Company will become a disappearing company;② Proposal for approval of a split agreement or split plan under which the Company will become the splitting company;③ Proposal for approval of a share exchange agreement or share transfer plan under which the Company will become a whollyowned subsidiary;④ Proposal for approval of an amendment to the Articles of Incorporation to provide that the acquisition of all shares issued by theCompany by way of transfer shall require the approval of the Company; or⑤ Proposal for approval of an amendment to the Articles of Incorporation to provide that the acquisition of the class of shares tobe issued upon exercise of the Share Options by transfer requires the approval of the Company or that the Company may acquire
all the shares of the class by a resolution of the General Meeting of Shareholders(8) Restriction on acquisition of Share Options by transfer
Acquisition of Share Options by transfer shall require approval by a resolution of the Company’s Board of Directors.
(9) Matters concerning issuance of subscription rights to shares in connection with reorganization
In the event of a merger (limited to cases where the Company is dissolved as a result of a merger), absorption-type company split orincorporation-type company split (limited to cases in which the Company is the demerged company, respectively), share exchangeor share transfer (limited to cases where the Company becomes a wholly owned subsidiary of another company) (collectively, the“Reorganization”), Share Options of a stock company listed in Article 236, Paragraph 1, Item 8 (a) through (e) of the Companies Act(the “Reorganized Company”) shall be issued to the holders of Share Options remaining (the “Remaining Share Options”)
immediately prior to the effective date of the Reorganization (in the event of an absorption-type merger, the date on which theabsorption-type merger becomes effective; in the event of an incorporation-type merger, the date on which the incorporation-type29

merger corporation is established; in the event of an absorption-type split, the date on which the absorption-type split becomes
effective; in the event of an incorporation-type split, the date on which the incorporation-type split corporation is established; in theevent of a share exchange, the date on which the share exchange becomes effective; and in the event of a share transfer, the date on
which the wholly-owning parent company in the share transfer is established; and the same shall apply hereinafter.). However, theshare subscription rights of the Reorganized Company shall be delivered in accordance with the following items, as long as suchdelivery is provided for in the absorption-type merger agreement, incorporation-type merger agreement, absorption-type company
split agreement, incorporation-type company split plan, share exchange agreement or share transfer plan.
(i)

Number of Share Options of the Reorganized Company to be granted

The same number of Share Options as the number of Remaining Share Options held by the holders of the Share Options shall bedelivered to each such holder.
(ii)

Class of shares of the Reorganized Company to be issued upon exercise of Share Options

The shares shall be common stock of the Reorganized Company.
(iii)

Number of shares of the Reorganized Company to be issued upon exercise of Share Options

To be determined in accordance with (2) above, taking the conditions, etc. of the restructuring transaction into consideration.
(iv)

Amount of assets to be contributed upon exercise of Share Options

The value of assets to be contributed upon the exercise of each stock acquisition right to be delivered shall be the amount obtainedby multiplying the post-reorganization exercise price set forth below by the number of shares of the Reorganized Company to beissued for each such stock acquisition right determined in accordance with (iii) above. The post-reorganization exercise price shallbe one (1) yen per share of the Reorganized Company to be delivered upon the exercise of each stock acquisition right to be granted.
(v)

Period during which Share Options may be exercised

From the later of the commencement date of the period during which Share Options may be exercised as set forth in (4) above or theeffective date of the Reorganization, until the expiration date of the period during which the Share Options may be exercised as set
forth in (4) above.
(vi)

Matters concerning increase of capital stock and capital reserves in the event of the issuance of shares upon the exerciseof the Share Options

To be determined in accordance with (6) above.
(vii)

Restriction on acquisition of Share Options by transfer

Acquisition of Share Options by transfer shall require approval by a resolution of the Reorganized Company’s Board of Directors.
(viii)

Conditions for exercise of Share Options

To be determined in accordance with (5) above.
(ix)

Acquisition of Share Options30

To be determined in accordance with (7) above.
(10) Handling of fractions of less than one (1) share resulting from the exercise of Share Options
Any fraction of less than one (1) share in the number of shares to be issued to the holders of Share Options who exercised their Share
Options shall be rounded down.
(11) Date of allotment of Share Options
April 1, 2024
(12) Method for requesting the exercise of Share Options and making payment① When exercising Share Options, the shareholder shall fill in the necessary items in a “Share Options Exercise Request Form” inthe form prescribed by the Company, affix his/her name thereto and seal or sign such form, and submit it to the place designatedby the Company for receiving requests to exercise Share Options.
② Along with the submission of the “Share Options Exercise Request Form” mentioned in (i) above, the full amount calculated bymultiplying the value of the property to be contributed upon the exercise of each stock acquisition right by the number of Share
Options to be exercised shall be transferred in cash to the account designated by the Company by the date and time specified by
the Company in accordance with Article 281, Paragraph 1 of the Companies Act.
(13) Handling of Share Options after exercise
Promptly after completion of the exercise procedures, the Company shall take the necessary procedures to enter or record the shares
to be acquired by the holder of the Share Options upon the exercise of the Share Options in an account in the name of the holder of
the Share Options opened in advance with a financial instruments business operator, etc. designated by the Company.
(14) Handling of the revision of terms and conditions and other measures
If it becomes necessary to revise any provision of these terms and conditions or take any other measures, these terms and conditions
may be amended in a manner the Company deems appropriate in order to handle the related matters in accordance with the provisionsof the Companies Act and the purpose of the Share Options, and such amendment shall become an integral part of these terms andconditions.
(15) Public Notice of Issuance Requirements
The Company shall keep a certified copy of the terms and conditions for the issuance of Share Options at its head office and make itavailable for inspection by the holders of Share Options during its business hours.
(16) Others
The Company's Representative Director shall be entrusted with determining the details concerning the issuance and allotment of
Share Options, the performance of various procedures necessary for the issuance of Share Options, and other affairs necessary forthe issuance of Share Options.

31

3. Matters concerning the reasonableness of the provisions regarding the matters set forth in Article 773, Paragraph 1, Items 5 and 6of the Companies Act(1) Matters concerning the shares of the Joint Holding Company to be delivered by the Joint Holding Company to the shareholdersof the Companies upon the Share Transfer and the allotment of shares of the Joint Holding Company① Details of Allotment pertaining to the Share Transfer (Share Transfer Ratio)
Upon the establishment of the Joint Holding Company through the Share Transfer, the Companies have determined the allotment
ratio of common stock of the Joint Holding Company to be allotted and delivered to the respective shareholders of the Companies(the "Share Transfer Ratio") as follows.

Share transfer ratio

Ryoyo Electro
1

Ryosan1.32(Note 1) Share allotment ratio
One common share of the Joint Holding Company will be allotted to one common share of Ryoyo Electro, and 1.32 common sharesof the Joint Holding Company will be allotted to one common share of Ryosan. However, the above share transfer ratio may bechanged through consultation between the Companies in the event of any material change in the terms and conditions which form
the basis of the calculation. If there is a fraction of less than one share in the number of common shares of the Joint Holding Company
to be delivered to shareholders of the Companies as a result of the Share Transfer, the amount corresponding to the fraction of lessthan one share will be paid to such shareholders in accordance with Article 234 of the Companies Act and other related laws andregulations.
(Note 2) Share unit (tangen kabushiki sū) of the Joint Holding Company and treatment of fractional shares (tangen miman kabushiki)
The share unit of the Joint Holding Company is 100 shares.
Shareholders of the Companies who will receive an allotment of the Joint Holding Company’s shares of less than one share unit (100shares) as a result of the Share Transfer may not sell such shares on the Tokyo Stock Exchange and other financial instruments
exchanges (kin’yū shouhin torihikijo). However, shareholders who will hold such fractional shares may request the Joint Holding
Company to purchase their fractional shares pursuant to Article 192, Paragraph 1 of the Companies Act. In addition, thoseshareholders may also request the Joint Holding Company to sell them the number of shares that, together with the number of theirfractional shares, will constitute one share unit pursuant to Article 194, Paragraph 1 of the Companies Act and the articles ofincorporation of the Joint Holding Company.
(Note 3) Number of new shares to be delivered by the Joint Holding Company upon the Share Transfer (planned)
59,800,000 common shares
The above number is calculated based on the total number of issued shares of Ryoyo Electro (26,800,000 shares as of the end of July2023) and the total number of issued shares of Ryosan (25,000,000 shares as of the end of September 2023).
② Grounds and reasons for Details of Allotment pertaining to the Share Transfer
In order to ensure the fairness of the determination of the share transfer ratio as described in 3.(1)①" Details of the allotment inrelation to the Share Transfer (Share Transfer Ratio)" above, Ryoyo Electro has appointed Daiwa Securities Co. Ltd. (“Daiwa

32

Securities”) and Ryosan appointed Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“Mitsubishi UFJ Morgan Stanley
Securities”) respectively, as financial advisors and third-party calculation agents independent of the Companies, and the Companies
have received a report on the calculation of the share transfer ratio as of October 13, 2023.
By reference to the advice and results of the calculations by the financial advisors and third-party calculation agents, as well as thelegal advice from the legal advisors of the respective Companies as described in 3.(1)④b. and d. below, based on the results of thedue diligence conducted by each of the Companies on the other party, and after comprehensive consideration of factors such as thefinancial conditions, status of assets, future prospects and stock price fluctuations of the Companies, the Companies have, after aseries of careful negotiations and deliberations between the Companies in respect of the share transfer ratio, finally determined thatthe share transfer ratio stated in 3 (1)①" Details of the allotment in relation to the Share Transfer (Share Transfer Ratio)" above
is reasonable, and the share transfer ratio for the Share Transfer has been determined and agreed upon at the meetings of the boardsof directors of both Companies held on October 16, 2023.
③ Matters relating to calculationa. Name of calculation agents and relationship with the Companies
Neither Daiwa Securities, the third-party calculation agent of Ryoyo Electro, nor Mitsubishi UFJ Morgan Stanley Securities, thethird-party calculation agent of Ryosan, is a related party of the Companies, and neither of them has a material interest in the Share
Transfer that should be stated herein.
b. Outline of calculation
Daiwa Securities has adopted and made calculations using: (a) the market stock price method on the grounds that the shares of theCompanies are listed on a financial instruments exchange and their market stock prices are available; and (b) the discounted cash
flow method (“DCF Method”) in order to reflect the status of future business activities to the assessment.
For the market stock price method, the closing price of the share price on the calculation base date on the Tokyo Stock Exchange andthe simple average of the closing prices for the respective periods of one (1) month prior to the calculation base date, three (3) months
prior to the calculation base date and six (6) months prior to the calculation base date on the Tokyo Stock Exchange have been
adopted with the calculation base date of October 13, 2023.
Under the DCF Method, the corporate value is evaluated by discounting future cash flows, etc. based on financial prospects preparedby the Companies to the present value using a certain discount rate. For the avoidance of doubt, the financial prospects of theCompanies on which the calculations are based do not include those for fiscal years in which significant increases or decreases in
profits are expected.
The results of the calculations under each of the above methods are as follows. The results of the calculations of the share transfer
ratio below represent the results of the calculations of the number of common shares of the Joint Holding Company to be allotted for
one common share of Ryosan where one common share of the Joint Holding Company is allotted for one common share of Ryoyo
Electro.

33

Adopted method
Market stock price method
DCF Method

Calculation results of share transfer ratio
1.27 to 1.40
0.99 to 1.43

On the other hand, in respect of Ryoyo Electro and Ryosan, Mitsubishi UFJ Morgan Stanley Securities has adopted and madecalculations using: (a) the market stock price analysis on the grounds that the shares of the Companies are listed on a financial
instruments exchange and their market stock prices are available; (b) the comparable peer company multiple analysis on the grounds
that there exist multiple comparable listed peer companies with respect to both Companies and that the stock price is available forcomparable peer company multiple analysis; and (c) the discounted cash flow analysis (“DCF Analysis”) in order to reflect the statusof future business activities to the assessment.
For the market stock price analysis, the closing price of the share price on the calculation base date on the Tokyo Stock Exchange
and the simple average of the closing prices on the respective transaction dates for the respective periods of one (1) month prior tothe calculation base date, three (3) months prior to the calculation base date and six (6) months prior to the calculation base date on
the Tokyo Stock Exchange have been adopted with the calculation base date of October 13, 2023.
The calculation of prices using the DCF Analysis is based on various factors, such as the profits in the financial prospects andinvestment plans provided by the management of Ryoyo Electro and Ryosan, all of which have been acknowledged by bothCompanies to be used for the purpose of the calculation, results of the due diligence conducted on Ryoyo Electro and Ryosan andother information generally made available to the public. For the avoidance of doubt, the financial prospects of the Companies on
which the calculations are based do not include those for fiscal years in which significant increases or decreases in profits are expected.
Adopted method
Calculation results of share transfer ratio
Market stock price analysis
1.27 to 1.40
Comparable peer company multiple
0.80 to 1.88
analysis
DCF Analysis
1.20 to 2.23
(Note) The analysis by Mitsubishi UFJ Morgan Stanley Securities and the analysis of the underlying share transfer ratio are provided
to the board of directors of Ryosan for its reference only. Such analysis does not constitute a financial opinion or recommendation of
Mitsubishi UFJ Morgan Stanley Securities or its affiliates, nor does it provide its approval of the Share Transfer, or an opinion or
recommendation to the shareholders of Ryoyo Electro or Ryosan regarding the transfer and acquisition of shares and the exercise of
the shareholder rights, including the exercise of voting rights, or their consent to the Share Transfer or any other related matters.
Mitsubishi UFJ Morgan Stanley Securities relies on the information that is already publicly available or any information provided
by Ryoyo Electro or Ryosan or otherwise obtained for the analysis and calculation of the share transfer ratio, assuming that suchinformation is accurate and complete, and has not independently verified the accuracy and completeness thereof. Also, Mitsubishi
UFJ Morgan Stanley Securities assume that the financial prospects reflect the best prospects and judgement currently available withrespect to the future financial condition of Ryoyo Electro and Ryosan and has been reasonably prepared and provided by the
management of Ryoyo Electro and Ryosan. Mitsubishi UFJ Morgan Stanley Securities has not made or obtained any independent
assessment or appraisal of the assets and liabilities (including off-balance sheet assets and liabilities and other contingent liabilities)
of Ryoyo Electro, Ryosan or their affiliates, nor has it requested any third-party institution to value or appraise them. Mitsubishi UFJ

34

Morgan Stanley Securities’ analysis is based on economic, financial, market, and other conditions as of the calculation base date of
the share transfer ratio calculation report and on information available to Mitsubishi UFJ Morgan Stanley Securities as of such date.
Although there is a possibility that an event occurring on or after the date may affect the basis on which the Mitsubishi UFJ Morgan
Stanley Securities’ analysis and the share transfer ratio calculation report have been prepared, Mitsubishi UFJ Morgan Stanley
Securities is not obligated to update, revise or reconfirm the share transfer ratio calculation report or its analysis. In addition, thepreparation of the share transfer ratio calculation report and the underlying analysis therefor was a complex process and is notnecessarily suitable for partial analysis or summary description. The valuation ranges based on the specific analysis described herein
may not be considered as Mitsubishi UFJ Morgan Stanley Securities’ assessment of the actual value of Ryoyo Electro or Ryosan.
④ Measures for securing fairness
The Company has taken the following measures to ensure the fairness of the Share Transfer.
a. Obtaining a share transfer ratio calculation report from an independent third-party calculation agent
As stated in “3.(1)②"Grounds and reasons for Details of Allotment pertaining to the Share Transfer" and ③"Matters Related to
Calculation" above, in order to ensure the fairness and reasonableness of the Share Transfer, The Company has appointed Daiwa
Securities as an independent third-party calculation agent and obtained a share transfer ratio calculation report as a basis for agreeing
on the share transfer ratio for the Share Transfer. The Company has also negotiated and discussed with Ryosan by reference to theanalysis and advice of Daiwa Securities, its financial advisor and third-party calculation agent, and resolved at a meeting of its boardof directors held on October 16, 2023, to implement the Share Transfer based on the share transfer ratio described in "3.(1)①Detailsof the allotment in relation to the Share Transfer (Share Transfer Ratio)" above.
b. Advice from an independent law firm
In order to ensure the fairness and appropriateness of the decision-making by its board of directors, Ryoyo Electro has received legal
advice from TMI Associates, a legal advisor independent of the Companies, regarding the procedures for the Share Transfer and themethod and process of decision-making by Ryoyo Electro. TMI Associates is not a related party to the Companies and does not havea material interest in the Management Integration that should be stated herein.
On the other hand, Ryosan has taken the following measures to ensure the fairness of the Share Transfer.
a. Obtaining a share transfer ratio calculation report from an independent third-party calculation agent
As stated in "3.(1)②Basis and reason for the allotment of shares in connection with the Share Transfer" and ③"Matters Related to
Calculation" above, in order to ensure the fairness and reasonableness of the Share Transfer, Ryosan has appointed Mitsubishi UFJ
Morgan Stanley Securities as an independent third-party calculation agent and obtained a share transfer ratio calculation report as abasis for agreeing on the share transfer ratio for the Share Transfer. Ryosan also negotiated and discussed with Ryoyo Electro byreference to the analysis and advice of Mitsubishi UFJ Morgan Stanley Securities, its financial advisor and third-party calculation
agent, and resolved at a meeting of its board of directors held on October 16, 2023, to implement the Share Transfer based on theshare transfer ratio described in "3.(1)①Details of Allotment pertaining to the Share Transfer (Share Transfer Ratio)" above.

35

b. Advice from an independent law firm
In order to ensure the fairness and appropriateness of the decision-making by its board of directors, Ryosan has obtained legal advice
from Anderson Mori and Tomotsune, a legal advisor independent of the Companies, regarding the procedures for the Share Transfer
and the method and process of decision-making by Ryosan. Anderson Mori and Tomotsune is not a related party to the Companies
and does not have a material interest in the Management Integration that should be stated herein.
⑤ Matters related to application for listing, etc. of the Joint Holding Company
The Companies plan to apply for an initial listing (technical listing) of the shares of the newly established Joint Holding Company
on the Prime Market of the Tokyo Stock Exchange. The listing date is expected to be April 1, 2024, the date of registration of theestablishment of the Joint Holding Company. The Companies will be delisted from the Tokyo Stock Exchange on March 28, 2024,
prior to the listing of the Joint Holding Company, as the Companies will become wholly-owned subsidiaries of the Joint Holding
Company through the Share Transfer.
The listing date of the shares of the Joint Holding Company and the delisting date of the Companies will be determined in accordancewith the respective rules of the Tokyo Stock Exchange.
⑥ Measures to avoid conflict of interest
No special measures have been taken because no particular conflict of interest arises between Ryoyo Electro and Ryosan with respect
to the Share Transfer.
(2) Matters concerning the amount of capital and reserves, etc. of the Joint Holding Company.
Upon the establishment of the Joint Holding Company through the Share Transfer, Ryoyo Electro and Ryosan have determined theamounts of capital and reserves, etc. of the Joint Holding Company as follows:① Capital stock
15 billion yen② Capital reserve
5 billion yen③ Legal reserve
0 yen④ Capital surplus
The amount obtained by subtracting the amounts listed in ① and ②from the amount of changes inshareholders' equity (as defined in Article 52, Paragraph 1 of Regulation on Corporate Accounting).
These amounts of capital stock and reserve were determined within the scope of the provisions of Article 52 of Regulation on
Corporate Accounting upon consultation between Ryoyo Electro and Ryosan, taking into consideration and considering the size ofthe joint holding company and other various circumstances.
4. Matters concerning the reasonableness of the provisions of Article 773, Paragraph 1, Items 9 and 10 of the Companies Act
With respect to the Third Series of Share Options (Ryoyo Electro) already issued by Ryoyo Electro, Ryoyo Electro will allot one (1)36First Series of Share Options (New Company) for every one (1) such share option.
The above is provided so that the content of the Share Option issued by Ryoyo Electro and the content of the First Series of Share
Options (New Company) will be substantially the same in order to ensure that the holders of the Third Series of Share Options (Ryoyo
Electro) will maintain the same rights as before as much as possible after the Share Transfer, and Ryoyo Electro has determined that
this is appropriate.
The Companies have not issued any bonds with share options.
5. Matters relating to Ryosan(1) Details of financial statements for Most Recent Business Year (ended March 31, 2023)
Ryosan's financial statements for the fiscal year ended March 31, 2023 have been omitted in accordance with laws and regulations
and Article 16 of Ryoyo Electro's Articles of Incorporation, and are available on Ryoyo Electro's website on the Internet(https://www.ryoyo.co.jp/ir/shareholders-meeting/) and on the website of the Tokyo Stock Exchange.
(2) Details of events occurring after the end of Most Recent Business Year that have a material impact on the status of Ryoyo Electro's
assetsN/A.
6. Details of events that materially affect the financial position of Ryoyo Electro that occurred after the end of Most Recent BusinessYear of Ryoyo Electro's business
N/A.

37

7. Matters stipulated in Article 74 of the Ordinance for Enforcement of the Companies Act related to Persons who will become
directors of the Joint Holding Company (excluding persons who will become directors who are members of the Audit andSupervisory Committee)
The persons who will become directors of the Joint Holding Company (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee) are as follows.

Name(Date of birth)

Biography, Positions, Responsibilities and Important
Concurrent Positions

Apr. 1984
Apr. 2011
Apr. 2012
Apr. 2016

Moritaka Nakamura(September 7, 1959)

May 2017
Aug. 2017
Dec. 2017
Mar.2018

Apr. 2018
Feb. 2021

Joined Isetan Co., Ltd. (Currently Isetan
Mitsukoshi Ltd.)
Director, Executive Officer, General
Manager, of Corporate Planning Division,
Isetan Mitsukoshi Ltd.
Executive Officer, General Manager,
Personnel Division, Isetan Mitsukoshi
Holdings Ltd.
Managing Executive Officer, General
Manager, IT & Group Marketing Strategy
Headquarters, Isetan Mitsukoshi Holdings
Ltd.
Joined Ryoyo Electro as Special Advisor
Senior Managing Executive Officer incharge of Business Renovation
Senior Managing Executive Officer incharge of Sales, Technology, Overseas
Marketing and Business Renovation
Senior Managing Executive Officer incharge of Sales, Technology and Overseas
Marketing, General Manager, Sales andBusiness Development Div., in charge ofBusiness Renovation
Representative Director & President
Representative Director & Chief Executive
Officer (present position)

38(1) Number of shares of
Ryoyo Electro held(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company to beallocated(1) 48,900 shares(2) 0 shares(3) 48,900 shares

Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee).
Mr. Moritaka Nakamura has been engaged in corporate planning, marketing strategy, personnel, and information strategy throughout his career, and he hasa wealth of experience, knowledge, and connections cultivated while participate in management as a director. After assuming the position of Representative
Director & President of Ryoyo Electro, he continues to utilize these experiences to lead management reform with strong leadership. Therefore, election of
Mr. Moritaka Nakamura as a director of the newly established Joint Holding Company is proposed as he is deemed suitable to achieve enhancement ofcorporate value of the whole group.

Apr. 1990
Jul . 2013
Jun. 2017

Joined Ryosan
General Manager, 2nd Sales Department
Executive Officer, General Manager,
Electronic Components Business
Headquarters
Jun. 2019
Director, Senior Executive Officer,
General Manager, Electronic Components
Business Headquarters(1)0 shares
Kazuhiko Inaba
Feb. 2020
Representative Director, President,(2)9,660 shares(June 14, 1967)
General Manager, Corporate Planning(3)12,751 shares
Headquarters, and General Manager,
Electronic Components Business
Headquarters
Jun. 2020
Representative Director, President, andGeneral Manager, Electronic Components
Business Headquarters
Jun. 2021
Representative Director, President (present
position)
Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee).
Mr. Kazuhiko Inaba has been served as a General Manager, 2nd Sales Department responsible for sales to large size corporations and as an Executive
Officer, General Manager, Electronic Components Business Headquarters since joining Ryosan, and currently as a Representative Director, President,
Executive Officer, he is demonstrating leadership and he possess a wealth of experience and extensive knowledge cultivated through sales operations anddevelopment and promotion of business strategies. Therefore, election of Mr. Kazuhiko Inaba as a director of the newly established Joint Holding
Company is proposed as he is deemed suitable to achieve enhancement of corporate value of the whole group.

39Mar. 1988
May 2007

Joined Ryosan
General Manager, 1st Nagoya Sales
BranchNov.2013
Managing Director, Ryosan (Thailand)Co., Ltd.
Jun. 2016
Executive Officer, General Manager,
Central Japan/Tokai Marketing and Sales
Headquarters(1)0 shares
Shunya Endo
Jun. 2020
Executive Officer, General Manager, 1st(2)100 shares(February 7, 1967)
Domestic Marketing and Sales(3)4,092 shares
Headquarters
Jun. 2021
Director, Executive Officer, General
Manager, Sales Planning and Control
Headquarters, and General Manager, 1stDomestic Marketing and Sales
Headquarters and General Manager,
Engineering Headquarters (present
position)
Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee).
Mr. Shunya Endo has been served as a General Manager, 1st Nagoya Sales Branch, Managing Director, Ryosan (Thailand) Co., Ltd., Executive Officer,
General Manager, Central Japan/Tokai Marketing and Sales Headquarters and Executive Officer, General Manager, 1st Domestic Marketing and Sales
Headquarters since joining Ryosan, and currently as a Director, Executive Officer, General Manager, Sales Planning and Control Headquarters, andGeneral Manager, 1st Domestic Marketing and Sales Headquarters, and General Manager, Engineering Headquarters he is demonstrating leadership andhe possess a wealth of experience and extensive knowledge of Ryosan’s business in general, including overseas business. Therefore, election of Mr.
Shunya Endo as a director of the newly established Joint Holding Company is proposed as he is deemed suitable to achieve enhancement of corporate
value of the whole group.

Apr. 1985
Feb. 2006
Aug.2007
Aug.2013
Atuyuki Ohashi(September 27, 1962)

Feb. 2015
Feb. 2018
Feb. 2022
April.2022
Apr. 2023

Joined Ryoyo Electro
Assistant General Manager, Sales Dept. 1,
Osaka Branch Office
General Manager, Sales Dept. 1, Osaka
Branch Office, Western Region
Deputy General Manager, Intelligent
System Sales Div.
General Manager, Intelligent System SalesDiv.
Executive Officer, Western Region
Managing Executive Officer in charge ofEastern Region and Western Region
Managing Executive Officer in charge of
Solution Div. and Eastern Region andWestern Region
Managing Executive Officer in charge of40(1) 2,400 shares(2) 0 shares(3) 2,400 sharesFeb. 2023

Semiconductor & Device Div. andSolution Div.
Director and Managing Executive Officer
in charge of Semiconductor & Device Div.
and Solution Div. (present position)

Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee).
Mr. Atuyuki Ohashi has a wide range of experience in both business fields of Ryoyo Electro which are semiconductor and device, and ICT solution. He also
has various experiences in various positions at the head office and branches and is currently taking leadership by being in charge of both Divisions, which
has given him extensive experience and a broad knowledge of Ryoyo Electro's business. Therefore, election of Mr. Atuyuki Ohashi as a director of the newly
established Joint Holding Company is proposed as he is deemed suitable to achieve enhancement of corporate value of the whole group.

Apr. 1987

Joined Mitsubishi Bank, Limited(currently MUFG Bank, Ltd.)
Oct. 2015
Seconded to Ryosan, General Manager, IR
and Public Relations Office.
Jun. 2016
Appointed as the Head of the Business
Strategy Office at the same company.
Jul.2016
Joined Ryosan(1) 0 shares
Norihiko Takahashi
Jun. 2020
Executive Officer, General Manager,(2) 520 shares（September 20, 1962）
Corporate Planning Headquarters, General(3) 686 shares
Manager, Corporate Planning OfficeJun. 2021
Executive Officer, General Manager,
Corporate Planning Headquarters, General
Manager, Corporate Planning Office
Apr. 2023
Executive Officer, General Manager,
Corporate Planning Headquarters (present
position)
Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee).
Mr. Norihiko Takahashi has domestic and international experience and achievements during his career at financial institutions. In addition, he also
experienced management in corporate planning and strategy department since he joined Ryosan, and he possess a high level of expertise and broad
knowledge in areas related to finance, accounting, and business strategy. Therefore, election of Mr. Norihiko Takahashi as a director of the newly
established Joint Holding Company is proposed as he is deemed suitable to achieve an enhancement of corporate value of the whole group.

41

Apr. 1975
Feb. 1995
June 2002
Apr. 2008

Jan. 2010
Shinya Takada(January 8, 1952)
Jun. 2012
Jun. 2017

Apr. 2020
Apr. 2022

Joined Isetan Co., Ltd. (currently Isetan
Mitsukoshi Ltd.)
General Manager, Sales Policy
Department, Sales Division, Isetan Co.,
Ltd.
Executive Officer, Manager, General
Planning Section, Management Planning
Department, Isetan Co., Ltd.
Director, Senior Managing Executive
Officer, General Manager, Corporate
Strategy Headquarters, Isetan Mitsukoshi
Holdings Ltd.
Representative Director, Senior Managing
Executive Officer, General Manager,
Corporate Strategy Headquarters, Isetan
Mitsukoshi Holdings Ltd.
Full-time Corporate Auditor, Isetan
Mitsukoshi Holdings Ltd.
Outside Director (Member of the Audit
and Supervisory Committee), SHOWACORPORATION (currently Hitachi
Astemo, Ltd.)
Outside Director, Ryoyo Electro
Outside Director & Chairman of the Boardof Directors, Ryoyo Electro (present
position)(1)0 shares(2)0 shares(3)0 shares〈Status of important concurrent occupations or positionsat other organizations〉
N/A
Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee) and outline of expected role
Mr. Shinya Takada has experience primarily in the field of corporate planning and strategy in his previous position while being involved in management.
After assuming the position of an outside director at Ryoyo Electro, he continues to leverage his experience to provide impartial and objective advice.
Therefore, election of Mr. Shinya Takada as an outside director of the newly established Joint Holding Company is proposed in expectation of his role instrengthening the corporate governance and enhancing corporate value of the whole group.

42

Oct. 1977
Dec.1988
Apr. 1993
Apr. 1996
Oct. 2010
Haruyoshi Kawabe(February 13, 1956)

Oct. 2011
Sep. 2015
Jan. 2022
Jun. 2022

Joined Management Work Co., Ltd
Joined TSD Co., Ltd
Senior Managing Director, Neutral Co.,Ltd.
President and Representative Director,
Neutral Co., Ltd.
Representative Director, Intermind Co.,Ltd.
Director, CloudLand Co., Ltd.
Executive Officer, Cyberlinks Co., Ltd.
Advisor, Cyberlinks Co., Ltd. (present
position)
Outside Director of Ryosan (present
position)(1)0 shares(2)0 shares(3)0 shares〈Status of important concurrent occupations or positionsat other organizations〉
Advisor, Cyberlinks Co., Ltd.
Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee) and outline of expected role
Mr. Haruyoshi Kawabe has been involved in management in IT services industry for many years. After assuming the position of an outside director at
Ryosan, he continues to utilize his extensive experience and broad knowledge as an entrepreneur and business leader to provide effective advice forenhancing transparency and impartiality of management and supervision. Therefore, election of Mr. Haruyoshi Kawabe as an outside director of the newly
established Joint Holding Company is proposed in expectation of his role in strengthening the corporate governance and enhancing corporate value of thewhole group.

May 1989
Apr. 2001
Apr. 2006
Apr. 2007
Jun. 2013
Jun. 2014
Masumi Shiraishi(November 6, 1958)

Jun. 2015

Apr. 2019Feb. 2021
Jun. 2022

Joined NLI Research InstituteSenior Researcher, NLI Research Institute
Professor, Department of Social Economic
Systems, Faculty of Economics, Toyo
University
Professor, Faculty of Policy Studies,
Kansai University (present position)
Outside Director, Asahi Kasei Corp.
Outside Audit & Supervisory Board
Member, Central Nippon Expressway
Company Limited
Outside Audit and Supervisory Board
Member, NEW KANSAIINTERNATIONAL AIRPORTCOMPANY, LTD.
Outside Director, Ryoyo Electro (present
position)
Outside Audit and Supervisory Board
Member, E-SUPPORTLINK, Ltd. (present
position)
Outside Director, MIKUNICORPORATION (present position)
43(1)0 shares(2) 0 shares(3) 0 shares

〈Status of important concurrent occupations or positionsat other organizations〉
Professor, Faculty of Policy Studies, Kansai University
Outside Audit and Supervisory Board Member, ESUPPORTLINK, Ltd.
Outside Director, MIKUNI CORPORATION

Reasons for nominating the candidate for Director (excluding persons who will become directors who aremembers of the Audit and Supervisory Committee) and outline of expected role
Although Ms. Masumi Shiraishi has no experience of participating in corporate management other than being an outside officer, she has a wide range of
insight based on her extensive experience in private sector, teaching profession and official position, and she has also provided advice from a multifaceted
perspective based on her insight, etc. after she assumed office as an outside director of Ryoyo Electro. Therefore, election of Ms. Masumi Shiraishi as an
outside director of the newly established Joint Holding Company is proposed in expectation of her role in strengthening the corporate governance andenhancing corporate value of the whole group.

(Note)
1. The number of shares of Ryoyo Electro and Ryosan held by each candidate is based on ownership status as of October 31, 2023,
and the number of shares of the Joint Holding Company to be allocated is based on such ownership status, taking into account theshare transfer ratio. The actual number of shares of the Joint Holding Company to be allocated may vary depending on the change innumber of shares held by each candidate until right before the date of incorporation of the Joint Holding Company.
2. Neither candidate has any special interest in Ryoyo Electro or Ryosan, nor do they plan to have any special interest in the Joint
Holding Company.
3.

Mr. Shinya Takada, Mr. Haruyoshi Kawabe and Ms. Masumi Shiraishi are candidates for outside director.

4 Mr. Shinya Takada, Mr. Haruyoshi Kawabe and Ms. Masumi Shiraishi meet the requirements for independent directors/auditors
as stipulated by the Tokyo Stock Exchange. If each of them is elected and assumes the office as an outside director, such person isplanned to be reported to Tokyo Stock Exchange as an independent directors/auditors.
5 If Mr. Shinya Takada, Mr. Haruyoshi Kawabe and Ms. Masumi Shiraishi are elected and assume the office as directors, the Joint
Holding Company plans, in accordance with Article 427, Paragraph 1 of the Companies Act, to enter into an agreement to limit
his/her liability for damages ; the maximum amount of liability for damages under such agreement will be the amount stipulated bylaws and regulations.
6 The Joint Holding Company plans to enter into a directors and officers liability insurance contract, as stipulated in Article 430-3,
paragraph 1 of the Companies Act, with insurance company. In the event that each candidate is elected and assumed his/her position,such person is planned to become insured under this contract. An overview of the contents of the directors and officers liability
insurance contract is as follows;

44

・The insurance premium will be fully covered by the Joint Holding Company

45

8.

Matters stipulated in Article 74-3 of the Ordinance for Enforcement of the Companies Act related to Persons who will become
directors who are members of the Audit and Supervisory Committee of the Joint Holding Company

The persons who will be directors who are members of the Audit and Supervisory Committee of the Joint Holding Company are as
follows(1) Number of shares of
Ryoyo Electro held
Name

Biography, Positions, Responsibilities and Important(Date of birth)

Concurrent Positions(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company tobe allocatedApr. 1983
Nov. 2011
Feb. 2012
Apr. 2012
Nov.2012
Feb. 2014
Oct, 2014
Kiyoshi Waki
(October 22, 1959)

Feb. 2015
Nov.2015
Apr. 2016

Feb. 2019
Jul.2019
Feb. 2021

Joined Mitsubishi Bank, Limited (currently
MUFG Bank, Ltd.)
Seconded to Ryoyo Electro as General
Manager, Corporate Strategy Div.
Executive Officer & General Manager,
Corporate Strategy Div. and Deputy
General Manager, Overseas Marketing Div.
Joined Ryoyo Electro
Executive Officer & General Manager,
Overseas Marketing Div.
Senior Executive Officer & General
Manager, Overseas Marketing Div.
Registered as a U.S. Certified Public
Accountant,Senior Executive Officer & General
Manager, Administration Div., Overseas
Marketing Div., in charge of CSR Dept.
Senior Executive Officer & General
Manager, Administration Div., in charge ofCSR Dept.
Director & Senior Executive Officer incharge of Corporate Strategy Div., General
Manager, Administration Div., in charge ofCSR Dept, and General Manager,
Accounting Dept
Director & Managing Executive Officer incharge of Corporate Strategy Div., andAdministration Div.
Representative Director & Senior Managing
Executive Officer in charge of Corporate
Strategy Div., and Administration Div.
Representative Director & Senior
46(1) 22,700 shares(2) 0 shares(3) 22,700 shares(1) Number of shares of
Ryoyo Electro held
Name

Biography, Positions, Responsibilities and Important(Date of birth)

Concurrent Positions(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company tobe allocatedFeb. 2022
Apr. 2023

Managing Executive Officer in charge ofCorporate Strategy Div., andAdministration Div.
Director & Managing Executive Officer incharge of Internal Auditing Dept., CSR
Dept., and Special Assignment.
Director & Managing Executive Officer incharge of Administration Div., Internal
Auditing Dept., CSR Dept., and Special
Assignment. (present position)

Reasons for nominating the candidate for Director who is a member of the Audit and Supervisory Committee
Mr. Kiyoshi Waki has domestic and international experience and achievements during his career at financial institutions. In addition, he also experienced
management in corporate planning and strategy department, overseas marketing division and administration division since he joined Ryoyo Electro, and hepossess a high level of expertise and broad knowledge in areas related to finance and accounting. Therefore, election of Mr. Kiyoshi Waki as a director who
is a member of the Audit and Supervisory Committee of the newly established Joint Holding Company is proposed as he is deemed suitable to enhancetransparency and impartiality of the whole group.

Sep. 1983
Mahito Ogawa(January 25, 1961)

Oct. 1996
Oct. 2001

Joined Pete Marwick Mitchell Accountants
Office (currently KPMG AZSA LLC)
Partner, Century Audit Corporation(currently KPMG AZSA LLC)
Joined Shin Nihon & Co. (currently Ernst
47(1) 0 shares(2)0 shares(3) 0 shares(1) Number of shares of
Ryoyo Electro held
Name

Biography, Positions, Responsibilities and Important(Date of birth)

Concurrent Positions(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company tobe allocatedJul.2003
Jul.2005
Apr. 2008
Apr. 2008
Apr. 2011
Jan. 2013
Jan. 2013
Jun. 2016
Jun. 2017& Young Shin Nihon LLC)
Transferred to KPMG FAS Co.
Director (Partner), KPMG FAS Co.
Auditor, The Japan-British Society (present
position)
Representative Director, ACE Consulting
K.K. (present position)
Director, Japan Association of Certified
Fraud Examiners
Auditor, NPO Think Kids (present position)
Outside Director, K.K. CrossVisionInternational
Outside Director (Member of the Audit andSupervisory Committee), Ryosan (present
position)
Outside Auditor, ICHIKEN Co., Ltd.

〈Status of important concurrent occupations or positions
ate other organizations〉
Auditor, The Japan-British Society
Representative Director, ACE Consulting K.K.
Auditor, NPO Think Kids
Reasons for nominating the candidate for Outside Director who is a member of the Audit and Supervisory
Committee and outline of expected role
Mr. Mahito Ogawa has advanced knowledge and broad experience in finance and accounting, which has been cultivated through his career as a certified
public accountant over many years. Therefore, election of Mr. Mahito Ogawa as an outside director who is a member of the Audit and Supervisory
Committee of the newly established Joint Holding Company is proposed in expectation of his role to provide supervision to enhance transparency andimpartiality of management and advice based on his professional expertise as a certified public accountant.

48

(1) Number of shares of
Ryoyo Electro held
Name

Biography, Positions, Responsibilities and Important(Date of birth)

Concurrent Positions(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company tobe allocatedApr. 1999

Motomi Oi(July 27, 1977)

Joined Deloitte Touche Tohmatsu (currently
Deloitte Touche Tohmatsu LLC)
Jan. 2002
Registered as a Certified Public Accountant
May 2006
Established OI CPA OfficeJun. 2013
Outside Auditor, C'BON COSMETICS
Co.,Ltd.
Apr.2020
Outside Auditor, Ryoyo Electro
Oct. 2021
Supervisory Director, Japan Logistics Fund,
Inc. (present position)〈Status of important concurrent occupations or positionsat other organizations〉
Certified Public Accountant, OI CPA Office
Supervisory Director, Japan Logistics Fund, Inc.

49(1)0 shares(2)0 shares(3)0 shares(1) Number of shares of
Ryoyo Electro held
Name

Biography, Positions, Responsibilities and Important(Date of birth)

Concurrent Positions(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company tobe allocatedReasons for nominating the candidate for Outside Director who is a member of the Audit and Supervisory
Committee and outline of expected role
Although she has never been involved in the management of a company in any way other than by being an outside director or officer, Ms. Motomi Oi has
extensive expertise in finance, accounting and auditing as a certified public accountant and broad knowledge based on wealth of experience, and she hasserved as auditor at other companies. Therefore, election of Ms. Motomi Oi as an outside director who is a member of the Audit and Supervisory
Committee of the newly established Joint Holding Company is proposed in expectation of her role to provide supervision to enhance transparency andimpartiality of management and advice based on her professional expertise as a certified public accountant.

50

(1) Number of shares of
Ryoyo Electro held
Name

Biography, Positions, Responsibilities and Important(Date of birth)

Concurrent Positions(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company tobe allocatedApr. 1987
Mar. 1990
Oct. 1992
Oct. 2001
Apr. 2018
Sachiko Fukuda(July 15, 1962)

Joined Pete Marwick Accountants Office(currently KPMG AZSA LLC)
Registered as a Certified Public Accountant
Established Sachiko Takaya (Fukuda)
Certified Public Accountant Office
Registered as a lawyer,
Joined Chiba Citizens' Kyodo Law Office(present position)
Representative Audit Committee Memberof Narashino City (present position)〈Status of important concurrent occupations or positionsat other organizations〉
Registered as a lawyer and Certified Public Accountant,
Chiba Citizens' Kyodo Law Office
Representative Audit Committee Member of Narashino
City

51

(1)0 shares(2)0 shares(3)0 shares(1) Number of shares of
Ryoyo Electro held
Name

Biography, Positions, Responsibilities and Important(Date of birth)

Concurrent Positions(2) Number of shares of
Ryosan held(3) Number of shares of the
Joint Holding Company tobe allocatedReasons for nominating the candidate for Outside Director who is a member of the Audit and Supervisory
Committee and outline of expected role
Although she has never been involved in the management of a company in any way, Ms. Sachiko Fukuda has extensive expertise in finance, accounting
and legal which are cultivated through her experience as a certified public accountant and an attorney. Therefore, election of Ms. Sachiko Fukuda as an
outside director who is a member of the Audit and Supervisory Committee of the newly established Joint Holding Company is proposed in expectation ofher role to provide supervision to enhance transparency and impartiality of management and advice based on her professional expertise as a certified public
accountant and an attorney.

(Note)
1. The number of shares the Companies held by each candidate is based on ownership status as of October 31, 2023, and the numberof shares of the Joint Holding Company to be allocated is based on such ownership status, taking into account the share transfer ratio.
The actual number of shares of the Joint Holding Company to be allocated may vary depending on the change in number of shares
held by each candidate until right before the date of incorporation of the Joint Holding Company.
2.
Neither candidate has any special interest in the Companies, nor do they plan to have any special interest in the Joint Holding
Company.
3. Mr. Mahito Ogawa, Ms. Motomi Oi and Ms. Sachiko Fukuda are candidates for outside director.

52

4 Mr. Mahito Ogawa, Ms. Motomi Oi and Ms. Sachiko Fukuda meet the requirements for independent directors/auditors as
stipulated by the Tokyo Stock Exchange. If each of them is elected and assumes the office as an outside director, such person isplanned to be reported to Tokyo Stock Exchange as an independent directors/auditors.
5 If Mr. Mahito Ogawa, Ms. Motomi Oi and Ms. Sachiko Fukuda are elected and assume the office as directors, the Joint Holding
Company plans, in accordance with Article 427, Paragraph 1 of the Companies Act, to enter into an agreement to limit his/her liability
for damages ; the maximum amount of liability for damages under such agreement will be the amount stipulated by laws andregulations.
6 The Joint Holding Company plans to enter into a directors and officers liability insurance contract, as stipulated in Article 430-3,
paragraph 1 of the Companies Act, with insurance company. In the event that each candidate is elected and assumed his/her position,such person is planned to become insured under this contract. An overview of the contents of the directors and officers liability
insurance contract is as follows;
・The insurance premium will be fully covered by the Joint Holding Company
7 If this proposal is approved as proposed, Mr. Kiyoshi Waki will be elected as a director of the Joint Holding Company as a memberof the Audit and Supervisory Committee of the Joint Holding Company. Accordingly, he plans to resign as a director of Ryoyo Electro
before the effective date of the Share Transfer (March 31, 2024) and assume the position of director who is the member of the Audit
and Supervisory Committee of the Joint Holding Company as of the effective date of the Share Transfer (April 1, 2024).

53

9. Matters stipulated in Article 77 of the Regulation for Enforcement of the Companies Act regarding a person who will be afinancial auditor of the Joint Holding Company.
The profile of a person who will serve as a financial auditor of the Joint Holding Company is provided below.
(As of May 31, 2023)

Name

Deloitte Touche Tohmatsu LLC

Location of principal

Marunouchi Nijubashi Building, 3-2-3 Marunouchi, Chiyoda-ku, Tokyo

officeCorporate history

OutlineMay 1968
May 1975Feb. 1990
Jul, 2009

Established Tohmatsu Aoki & Co.
Joined Touche Ross International (now Deloitte Touche Tohmatsu Limited)
Name changed to Deloitte Touche Tohmatsu
Name changed to Deloitte Touche Tohmatsu LLC due to transition to a limited
liability audit corporation.

Capital amount: 1,138 million yen
Number of members (certified public accountants): 486
Specified employees: 58
Staff Certified Public Accountants: 2,543
Persons who passed the Certified Public Accountant Examination,etc. (including assistant accountants): 1,359
Other professionals: 3,309
Administrative staff: 90
Number of companies involved in audits: 3,162(Note)We have selected Deloitte Touche Tohmatsu LLC as our candidate for financial auditor because we believe that the said auditing firm
has the expertise, independence, and internal control systems required of a financial auditor of the Joint Holding Company and that
it is suitable for the position.

54

Proposal No. 2: Partial Amendments to Articles of Incorporation
1.

Reason for amendments

Our fiscal year has been set from February 1 of each year to January 31 of the following year. However, subject to the approval of
Proposal 1 as proposed at this Extraordinary General Meeting of Shareholders, our fiscal year will be changed to coincide with thatof the newly established Joint Holding Company to facilitate appropriate management planning and improve the efficiency offinancial closing operations. Ryoyo Electro 's fiscal year will be changed from April 1 of each year to March 31 of the following year.
Accordingly, necessary changes will be made to Article 11 (Record Date), Article 13 (Convocation), Article 35 (Fiscal Year) and
Article 37 (Record Date for Dividends from Surplus) of the current Articles of Incorporation. In addition, new necessary
supplementary provisions are to be added as transitional measures.
2.

Details of amendments

The details of the amendments are as follows

Current Articles of Incorporation
Articles 1 to 10 (Articles omitted)(The underlined parts indicate the proposed amendments.)
Proposed Changes
Articles 1 through 10 (The same as current)

Article 11 (Record Date)
The Company shall deem the shareholders withvoting rights whose names appear or arerecorded in the final register of shareholders asof January 31 of each year to be theshareholders entitled to exercise their rights at
the Annual Shareholders’ Meeting relating tothat fiscal year.
2. (Paragraph omitted.)

Article 11 (Record Date)
The Company shall deem the shareholders withvoting rights whose names appear or arerecorded in the final register of shareholders asof March 31 of each year to be the shareholders
entitled to exercise their rights at the Annual
Shareholders’ Meeting relating to that fiscalyear.
2. (As present)

Article 12 (Article omitted)

Article 12 (The same as current)

Article 13 (Convocation)
An Annual Shareholders’ Meeting shall be
convened in April of each year, and an extra
Annual Shareholders’ Meeting shall be
convened when necessary.

Article 13 (Convocation)
An Annual Shareholders’ Meeting shall be
convened within three months from the day
following the last day of each fiscal year, andan extra Annual Shareholders’ Meeting shall be
convened when necessary.

Articles 14 to 34 (Articles omitted)

Articles 14 through 34 (The same as current)55

Article 35 (Fiscal Year)The fiscal year of the Company shall be fromFebruary 1 of each year to January 31 of thefollowing year.

Article 35 (Fiscal Year)The fiscal year of the Company shall be from
April 1 of each year to March 31 of thefollowing year.

Article 36 (Article omitted)

Article 36 (The same as current)

Article 37 (Record Date for Dividends from
Surplus)
The record date for the year-end dividend of theCompany shall be January 31 of each year, andthe record date for the interim dividend shall be
July 31 of each year.
2. (Paragraph omitted)

Article 37 (Record Date for Dividends from
Surplus)
The record date for the year-end dividend of theCompany shall be March 31 of each year, andthe record date for the interim dividend shall be
September 30 of each year.
2. (As present)

Article 38 (Article omitted)

Article 38 (The same as current)(To be newly instituted)(Supplementary Provisions)
Article 1 (Transitional Measures for Fiscal
Year)
Notwithstanding the provisions of Article 35(Fiscal Year), the 64th fiscal year beginning
February 1, 2023 shall be a 14-month period
from February 1, 2023 to March 31, 2024.
Article 1 of these Supplementary Provisions
shall be deleted after the conclusion of theOrdinary General Meeting of Shareholders forthe 64th fiscal year.
Article 2 (Deletion of Record Date)
Article 11 (Record Date) of these Articles ofIncorporation shall be deleted as of March 31,
2024, and after such deletion, Article 2 of these
Supplementary Provisions shall also bedeleted.

56

Proposal No. 3: Partial Revision of the Share Remuneration System with Transfer Restrictions for Directors
Ryoyo Electro has received approval at the 59th Annual Shareholders’ Meeting held on April 25, 2019 for the establishment of a
remuneration framework in connection with the introduction of a restricted share remuneration plan (the “Plan”) for Directors(excluding outside Directors).
Under the Plan, in light of the fact that the incentive structure between a corporation and its officers, etc. will be substantially changedin the event of a merger or other organizational restructuring, etc., it has been approved that the content of the restricted shareallotment agreement shall include a provision which states, in summary, “If, during the restricted transfer period, a merger agreement
under which Ryoyo Electro becomes a disappearing company, a share exchange agreement under which Ryoyo Electro becomes awholly owned subsidiary, a Share Transfer Plan or any other matters relating to organizational restructuring, etc. are approved at a
general meeting of shareholders of Ryoyo Electro (however, if such organizational restructuring, etc. does not require approval at a
general meeting of shareholders, the Board of Directors of Ryoyo Electro), Ryoyo Electro's Board of Directors may, by a resolutionof the Board of Directors, cancel the restrictions on transfer of the Allotted Shares in a number reasonably determined based on the
period from the commencement date of the transfer restriction period to the date of approval of such reorganization, etc., prior to theeffective date of such Reorganization, etc.”.
If Proposal 1, “Approval of the Share Transfer Plan with Ryosan Company., Ltd.” is approved as proposed in this Extraordinary
General Meeting of Shareholders, although Ryoyo Electro will shift to a holding company structure, we have determined that, evenafter the shift to a holding company structure, to keep imposing transfer restrictions on the restricted share remuneration granted to
Ryoyo Electro's Directors to date will provide incentives for such Directors to sustainably enhance the corporate value of the Holding
Company and further promote value sharing between such Directors and shareholders. In light of the above, we ask for your approval
to amend the above provisions as follows. The details of the Plan other than such revisions will remain unchanged and the previously
approved details will be maintained.
The purpose of the Plan is to provide Directors with incentives to continuously improve Ryoyo Electro's corporate value and topromote further value sharing between Directors and shareholders. In order to ensure fairness and transparency of the procedures,
Ryoyo Electro believes that the content of this proposal is appropriate, as it has been deliberated and reported by the Nomination andRemuneration Committee, the majority of whose members are independent outside Directors.
The details of the amendments are as follows
Before amendment(iv) The Company shall naturally acquire the
Allotted Shares for which the restriction ontransfer has not been lifted in accordance with (iii)
above at the time of expiration of the Transfer
Restriction Period.

(The underlined parts indicate the proposed amendments.)
After amendment(iv) The Company shall naturally acquire the
Allotted Shares for which the restriction ontransfer has not been lifted in accordance with (iii)
above at the time of expiration of the Transfer
Restriction Period. Provided, however, this shallnot apply in cases where, during the Transfer
Restriction Period, a merger agreement underwhich the Company is to become a disappearing
company or a share exchange agreement, a Share57

Transfer Plan or other matters relating toorganizational restructuring, etc. under which theCompany is to become a wholly owned subsidiaryis approved at a general meeting of shareholders of
the Company (however, if such organizational
restructuring, etc. does not require approval at a
general meeting of shareholders, the Board of
Directors of the Company), and in suchorganizational restructuring, etc., a corporation
other than the Company, which is involved in suchorganizational restructuring, etc., delivers sharesof such corporation (limited to those that are shareswith transfer restrictions) to the subject Directors.
(v) Notwithstanding the provisions of (1) above, if,during the Transfer Restriction Period, a merger
agreement under which the Company is to becomea disappearing company or a share exchange
agreement, a Share Transfer Plan or other mattersrelating to organizational restructuring, etc. underwhich the Company is to become a wholly owned
subsidiary is approved at a general meeting ofshareholders of the Company (however, if suchorganizational restructuring, etc. does not requireapproval at a general meeting of shareholders, theBoard of Directors of the Company)Share Transfer
Plan, the Company's Board of Directors shall, by aresolution of the Board of Directors, cancel the
restrictions on transfer of the Allotted Shares in a
number reasonably determined based on the period
from the commencement date of the Transfer
Restriction Period to the date of approval of suchorganizational restructuring, etc., prior to theeffective date of such organizational restructuring,etc.

(v) Notwithstanding the provisions of (1) above, if,during the Transfer Restriction Period, a merger
agreement under which the Company is to becomea disappearing company or a share exchange
agreement, a Share Transfer Plan or other mattersrelating to organizational restructuring, etc. underwhich the Company is to become a wholly owned
subsidiary is approved at a general meeting ofshareholders of the Company (however, if suchorganizational restructuring, etc. does not requireapproval at a general meeting of shareholders, theBoard of Directors of the Company), theCompany's Board of Directors shall, by aresolution of the Board of Directors, cancel the
restrictions on transfer of the Allotted Shares in a
number reasonably determined based on the period
from the commencement date of the Transfer
Restriction Period to the date of approval of suchorganizational restructuring, etc., prior to the Share
Transfer Plan effective date of such organizational
restructuring, etc. Provided, however, this shall not
apply if, in such organizational restructuring, etc.,
a corporation other than the Company related tosuch organizational restructuring, etc. delivers
shares of such corporation (limited to shares thatwill be shares with transfer restrictions) to thesubject directors.

If this proposal is approved and passed, we plan to take the prescribed procedures in accordance with the method stipulated in thesaid restricted share allotment agreement in order to reflect the revisions to the Plan made by this proposal in the restricted share58

allotment agreement pertaining to the restricted share already acquired by the Directors. In addition, with respect to Ryoyo Electro's
contractual status and rights and obligations under such restricted share allotment agreement, if Proposal 1, “Approval of the Share
Transfer Plan with Ryosan Co., Ltd.,” is approved and passed as originally proposed in this this Extraordinary General Meeting of
Shareholders, as of April 1, 2024, they will be transferred to the Joint Holding Company , which will be established upon the effective
date of the Share Transfer Plan.
At present, the number of Directors subject to the Plan is four.
This proposal shall become effective on the condition that Proposal 1, “Approval of the Share Transfer Plan with Ryosan Company,
Ltd.,” is approved and passed as originally proposed.

59

[Reference] Original resolution (59th Annual General Meeting of Shareholders held on April 25, 2019)
Proposal No. 4: Determination of Remuneration for Granting Restricted Shares to Directors
With regard to the amount of remuneration for Directors of Ryoyo Electro, it was approved at the 48th Annual
Shareholders' Meeting held on April 25, 2008, that the annual remuneration shall be ¥280 million or less (the salary
portion of a Director's remuneration for Directors that also serve as employees is not included), and at the 52nd
Annual Shareholders' Meeting held on April 26, 2012, that separately from the said amount of remuneration, theannual remuneration for stock options shall be ¥100 million or less.
Now, in order to give Directors an incentive to endeavor to sustainably enhance the corporate value of Ryoyo
Electro, as well as to promote further shared value between Directors and shareholders, Ryoyo Electro proposes
to pay new remuneration for granting restricted shares (meaning shares with Transfer Restriction as defined
below) to Directors of Ryoyo Electro, separately from the aforementioned amounts of remuneration.
Note that subject to the approval and adoption of this proposal as originally proposed, Ryoyo Electro plans toabolish the stock option scheme for Directors, except for stock acquisition rights that were already granted under
the scheme, and not grant stock acquisition rights as stock options to Directors in the future.
The total amount of monetary remuneration claims to be given to Directors (excluding outside Directors) of
Ryoyo Electro (“Eligible Directors”) for the purpose of granting them restricted shares based on this proposal
shall be ¥100 million or less per year, as an amount considered reasonable in light of the aforementioned purposes.
In addition, the specific allocation to each Eligible Director shall be determined by resolution of the Board of
Directors.
The number of Directors is currently eight (8) (including two (2) outside Directors). Subject to the approval andadoption of Proposal No. 3 as originally proposed, the number of Directors will be nine (9) (including two (2)outside Directors).
Additionally, based on a resolution of the Board of Directors of Ryoyo Electro, Eligible Directors shall contributeall monetary remuneration claims to be provided under this proposal as property contributed in kind, and shallhave shares of common stock of Ryoyo Electro be issued or disposed of, and the total number of shares ofcommon stock of Ryoyo Electro to be issued or disposed of in this way shall be 100 thousand shares or lessper year (however, if a share split (including allotment of its shares of common stock without contribution)
or a share consolidation of Ryoyo Electro's common stock is conducted on or after the date this proposal isapproved and adopted, or if other circumstances arise whereby an adjustment is necessary to the total
number of shares of common stock of Ryoyo Electro to be issued or disposed of as restricted shares, then the
total number shall be adjusted
within a reasonable range), and the amount to be paid in per share shall be determined by the Board of Directors
within a range that is not particularly advantageous for Eligible Directors, based on the closing price of Ryoyo
Electro's common stock on the Tokyo Stock Exchangeon the business day immediately preceding the relevant date of resolution by the Board of Directors (if there
are no trades on that day, the closing price on the most recent preceding day with trades). In addition, withregard to the issuance or disposition of shares of common stock of Ryoyo Electro, an agreement mainlycontaining the following provisions shall be concluded between Ryoyo Electro and each of the Eligible
Directors for the allotment of restricted shares (the “Allotment Agreement”).
(1) An Eligible Director must not transfer, create a security interest on, or otherwise dispose of shares ofcommon stock of Ryoyo Electro allotted under the Allotment Agreement (the “Allotted Shares”) for a60

period between the date of delivery of the Allotted Shares and the day when the Eligible Director resigns
or retires from the position of Director of Ryoyo Electro or any other position designated by the Board of
Directors of Ryoyo Electro (the “Transfer Restriction Period” and such restrictions above as the “Transfer
Restrictions”).
(2) If an Eligible Director loses his or her position defined in item (1) above before the period determinedby the Board of Directors of Ryoyo Electro (the “Period of Service Rendered”) expires, Ryoyo Electro
shall automatically acquire the Allotted Shares without contribution, unless there are reasons recognized
as justifiable by the Board of Directors of Ryoyo Electro.
(3) Notwithstanding the provision of item (1) above, Ryoyo Electro shall lift the Transfer Restrictions on all
Allotted Shares when the Transfer Restriction Period expires, provided an Eligible Director has been in
his or her position designated in item (1) above continuously for the Period of Service Rendered.
However, if the Eligible Director loses his or her position defined in item (1) above prior to the expirationof thePeriod of Service Rendered for a reason recognized as justifiable by the Board of Directors of Ryoyo Electro as
defined in item (2) above, the Transfer Restrictions shall be lifted on all the Allotted Shares held by the Eligible
Director immediately after the loss of the position.
(4) When the Transfer Restriction Period expires, Ryoyo Electro shall automatically acquire without contribution
Allotted Shares on which the Transfer Restrictions have not been lifted based on the provision of item (3)above.
(5) Notwithstanding the provision of item (1) above, if, during the Transfer Restriction Period, matters relating toa merger agreement in which Ryoyo Electro is the extinct company, a share exchange agreement or sharetransfer plan in which Ryoyo Electro becomes a wholly owned subsidiary, or other reorganization, etc. areapproved at Ryoyo Electro's shareholders' meeting (or at a meeting of its Board of Directors in cases whereapproval at Ryoyo Electro's shareholders' meeting is not required in relation to the reorganization, etc.), Ryoyo
Electro shall lift the Transfer Restrictions on the Allotted Shares with the number of shares that is reasonably
determined considering the period from the start date of the Transfer Restriction Period to the date of approvalof the reorganization, etc. prior to the date on which the reorganization, etc. becomes effective, by resolution of
the Board of Directors of Ryoyo Electro.
(6) In cases specified in item (5) above, Ryoyo Electro shall automatically acquire without contribution the Allotted
Shares on which the Transfer Restrictions have not still been lifted as of the time immediately after the Transfer
Restrictions were lifted based on the provision of item (5) above.
(7) Procedures for conveying intentions and notifications concerning the Allotment Agreement, procedures foramending the Allotment Agreement, and other matters to be determined by the Board of Directors shall be includedin the terms and conditions of the Allotment Agreement.
(Reference)
Ryoyo Electro intends allotting restricted shares, of the same kind as the restricted shares explained above, toExecutive Officers of Ryoyo Electro.

61

Q&As on Business Integration (Transition to the Joint Holding Company) with
Ryosan Company, Limited

Q. What is the background and purpose of the management integration?
light of the changes in the functions and roles required of electronics trading companies due to the recent changes in the
A. Inenvironment
surrounding the electronics industry and the intensifying competition between trading companies, theCompanies decided to conduct a management integration based on the recognition that in order to continuously increase
corporate value and make further contributions to all stakeholders, it is necessary not only to establish a strong management
base, but also to break through the limits of growth of each company by integrating the strengths of each company and to
pursue value enhancement throughout the value chain.

Q. What initiatives will you pursue as a result of the management integration?
a new core group of electronics trading companies in Japan, the Companies will make maximum use of the management
A. Asresourcesthat each company has built over their long history, such as good relationships with customers and excellent
products and solutions, within the new framework, and will promote "quantity" expansion and "quality" improvement
through the creation of new value by combining the management assets of the two companies. By integrating the strengthsof the two companies, we will create a reciprocal cycle by pursuing "quantity" and "quality" and contribute to solving
problems and issues commonly faced by customers and the market as a whole, thereby further enhancing corporate value,
and we aim to achieve our group management targets of net sales of 500 billion yen and operating income of 30 billion
yen for the fiscal year ending March 31, 2029.

Q. What is a joint share transfer?
share transfer refers to an integration scheme in which a new joint holding company is established, that corporation
A. Joint
becomes the wholly owning parent company, and the existing companies (in this management integration, Ryoyo Electro
and Ryosan) operate their businesses as wholly owned subsidiaries, maintaining their independent corporate status.

62

Q. What is a joint holding company?
joint holding company is a holding company established for the purpose of owning all the shares of two or more existing
A. Acompanies(in this management integration, Ryoyo Electro and Ryosan) which will become wholly owned subsidiaries,
and managing, supervising and controlling of such multiple companies as a wholly owning parent company.

is joint share transfer scheme selected as scheme for the management
Q. Whyintegration?
joint holding company structure is a system that allows both Companies to demonstrate the effects of collaboration
A. Thewhile retaining the uniqueness of their businesses, and in light of the purpose of this transaction, we have determined that
it is the desirable system.

Q. Why is “Company with an Audit and Supervisory Committee” " selected as thecorporate organization structure of the joint holding company?

selected Company with an Audit and Supervisory Committee structure for acceleration of decision-making,A. We
enrichment of discussions at Board of Directors meetings, and strengthening the supervisory function of the Board of
Directors and enhancement of corporate governance by having Audit and Supervisory Committee members, who areresponsible for supervising the execution of duties by directors, as members of the Board of Directors.

Q. What will happen to my current holdings of Ryoyo Electro shares?
the Company's shares will be delisted on March 28, 2024 upon the joint share transfer, the shares of the newly
A. Althoughestablished Joint Holding Company will be newly listed on the prime market of the Tokyo Stock Exchange (technicallisting), and the Company's shareholders will receive shares of the Joint Holding Company. The allotment of common
stock of the Joint Holding Company for each one share of common stock of the Company will be one share.

63

Q. Do I need to take any procedures as a shareholder?
are not required to take any procedures. The shares of the Joint Holding Company will be automaticallyA. Shareholders
allocated to the account currently opened.

can I buy and sell shares of Ryoyo Electro and the Joint Holding
Q. WhenCompany?
last trading date for the Company's shares will be March 27, 2024 (tentative). Shares of the Joint Holding Company
A. Thewill be available for trading from April 1, 2024 (tentative).

Q. What will be Ryoyo Electro's year-end dividend for the current fiscal year?
the Company initially planned to pay a year-end dividend of 80 yen per share with a record date of January 31,
A. Although2024, due to the change in the fiscal year end, the Company plans to change the record date to March 31, 2024 and to pay
a dividend of 100 yen per share.

Q. What will be Ryoyo Electro's shareholder benefits for the current fiscal year?
shareholder benefits for the current fiscal year, in accordance with the change in the fiscal year end, the record
A. Regarding
date will be changed from January 31, 2024 to March 31, 2024, and the condition of a continuous holding period of at least
one year, which was imposed to shareholders who hold more than 500 shares but less than 1,000 shares, will be eliminated.
The Company plans to provide (1) gift items worth 3,000 yen and (2) members-only special benefit services forshareholders who hold 500 or more shares as of the record date.

will happen to dividends and shareholder benefits under the new holding
Q. Whatcompany?
no decision has been made at this moment, we are considering measures to return profits to shareholders after
A. Although
the business integration, and will announce specific policies as soon as they are finalized.

64