March 9, 2023

For Immediate Release
Ryosan Company, Limited
Representative: Kazuhiko Inaba
Representative Director, President
Listing Code No.: 8140
Listing: Prime Market, Tokyo Stock Exchange
Inquiries: Norihiko Takahashi
Executive Officer
General Manager, Corporate Planning
Headquarters
TEL: +81-3-3862-3816

Notice Concerning Changes to Other Affiliated Companies (Planned)
Ryosan Company, Limited (“the Company”) hereby announces that the Company has been notified by Ryoyo Electro
Corporation ("Ryoyo Electro") that Ryoyo Electro has decided to acquire additional shares in the Company and that there
will be changes to its other affiliated companies.
1. Details of Changes
The environment surrounding the electronics trading company industry to which the Company and Ryoyo Electro belong
is undergoing major environmental changes due to the rapid utilization of new technologies as a result of technologicalinnovations here, as well as changes in the functions and roles required of electronics trading companies as a result of theacceleration of IoT and DX (digital transformation) in society as a whole. Furthermore, while competition among trading
companies is intensifying because of the alliances between electronic component manufacturers such as semiconductors
and IT equipment manufacturers, external factors such as the impact of the novel coronavirus pandemic, the supply
shortage of materials such as semiconductors, geopolitical risks and financial market trends have an extremely large impact
on the business environment and performance, though this industry has a low-margin profit structure.
Under these circumstances, the Company and Ryoyo Electro have been in discussions in the pursuit of businesssynergy for some time. Our goal is further to expand the scope of our business within the new framework by maximizing
management resources such as excellent products and solutions that each company has cultivated over their long histories
and relationships with customers. And, as described in "Notice Concerning Acquisition of Ryosan Company Stock by
Ryoyo Electro and Related Changes to Main Shareholders and Main and Largest Shareholder (Planned)" on February 7,
2023, Ryoyo Electro has acquired 18.71% of the Company’s shares in terms of a ratio of voting rights so that we will not
only improve the sustainable corporate value of both companies, but also attain a new ideal as an electronics tradingcompany that contributes to solving the problems and issues of our customers and the entire market, by establishing astronger cooperation through this transaction.
The Company and Ryoyo Electro have been working hard to revitalize exchanges between the two companies andto deepen discussions towards realizing business synergy, while continuing to accelerate considerations and discussions
concerning the form for a broad alliance between the two parties. Also, this time, in order more reliably to achieve a new
growth opportunity for both companies, Ryoyo Electro has decided to acquire additional shares of the Company; changes
to the Company’s other affiliated companies are planned to occur.
2. Planned Date for Implementation of Changes
March 10, 2023- 1 -3. Overview of Shareholder Becoming Other Affiliated Company(1) Name

Ryoyo Electro Corporation(2) Address

1-12-22 Tsukiji, Chuo-ku, Tokyo, Japan(3) Representative name and title

Moritaka Nakamura, Representative Director, President(4) Content of business

1) Sales of semiconductors/devices
2) Sales of ICT products3) Sales of embedded devices
4) Various engineering support
5) Various services(5) Capital

13,672 million yen (as of October 31, 2022)(6) Date EstablishedFebruary 27, 1961

(7) Major shareholders and their holdings

The Master Trust Bank of Japan, Ltd. (trust account)

11.78%

ratiosSHC Corporation

10.49%(as of July 31, 2022)

Mitsubishi Electric Corporation

7.81%

Sheep Shokai Co.

2.59%

Nippon Life Insurance Company (standing proxy: The

2.03%

Master Trust Bank of Japan, Ltd.)
Ryoyo Electro Employee Stockholder Association

1.53%

SMBC Nikko Securities Inc.

1.08%

Yoshihisa Shimada

1.05%

Yoichiro Ohashi

1.02%

Custody Bank of Japan, Ltd. (trust account)

1.01%(8) Relationships between the Company and

As of today, Ryoyo Electro owns 18.71% of the total number of issued

Ryoyo Electroshares of the Company (excluding treasury shares), which is the mainand largest shareholder of the Company*.
Furthermore, there are no noteworthy personal or business
relationships.

(9) Financial conditions and business performance of Ryoyo Electro for the three most recent accounting periods(consolidated)Accounting period

FY ended Jan.

FY ended Jan.

FY ended Jan.

2020

2021

2022

Net assets (million yen)

62,13537,99242,309Total assets (million yen)

78,11759,33672,652

Net assets per share (yen)2,524.47

2,188.90

2,130.46

Net sales (million yen)

108,538

95,792

112,099

Operating profit (million yen)

2,154

1,266

2,258

Ordinary profit (million yen)

2,187

905

2,400

Profit attributable to owners of parent (million yen)

1,303

806

1,873

Net income per share (yen)

53.06

35.19

103.94

Dividends per share (yen)80

180120* Estimated based on the Company’s shareholders ledger as of September 30, 2022.

- 2 -4. Number of Votes Held by the Shareholder, Shares Owned, and Ratio of Voting Rights Before and After Changes
Attribution

Before changes(As of February 9,2023)

After changes

Number of votes (shares owned) (ratio of voting rights)

Major

Applicable

shareholder

Direct holdings

totaling

43,847 votes
Main and largest(4,384,700

shareholder

shares)Totalranking

43,847 votes―(4,384,700shares)(18.71%)(18.71%)Main and largest

47,057 votes

47,057 sharesshareholder and(4,705,700

other affiliatedshares)

company(20.08%)―(4,705,700
shares)#1#1(20.08%)Notes: 1. Ratio of voting rights is calculated based on 234,322 votes pertaining to 23,432,200 shares, which is equal to thetotal number of shares issued as of September 30, 2022 (25,000,000 shares) less 1,567,800 shares without voting
rights as of the same date.
2. Ratio of voting rights values are rounded up to the second decimal place.
3. The major shareholder ranking is listed as an estimation based on the current information in the Company’sshareholder ledger as of September 30, 2022.
5. Future Outlook
Although the Company believe that its alliance with Ryoyo Electro will contribute to the enhancement of its corporate
value in the medium-to-long term, this change in other affiliated companies will have no impact on business results forthe consolidated fiscal year 2022.
Any notable related matters in the future will be disclosed promptly.

- 3 -