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Share Issuance and Disposal4685Ryoyu Systems Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company will issue 10,255 common shares to a total of 11 directors, executive officers and Executive Experts as restricted stock compensation. The payment date is 22 July 2026, and the issue price is ¥2,690 per share.

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Neutral
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10255
Shares
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Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much10,255Shares

10,255 common shares of the Company (new shares)

Directors of the Company who are not Audit & Supervisory Committee members (excluding outside directors)2 / 3,858 shares
The Company's executive officers who do not concurrently serve as directors5 / 4,143 shares
Executive experts of the Company4 / 2,254 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥2,690 per share
Total issue value

¥27,585,950

Total Stock-Based Compensation
Total monetary claims of ¥27,585,950
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 22 July 2026 until immediately after the recipient ceases to hold any position as an officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding a position as an officer or employee of the Company or any of its subsidiaries throughout the service period from the date on which the recipient begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient ceases to hold such position upon the expiration of the term of office or for another legitimate reason, the restrictions will be released with respect to the number of shares corresponding to the number of months of service.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified condition set forth in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares that remain subject to transfer restrictions when the transfer restriction period expires or when the transfer restrictions are released.
Stock Split RatioTwo-for-one split of the common shares effective 1 October 2025
Categories and Number of Persons Covered
2 directors of the Company who are not Audit & Supervisory Committee Members, excluding outside directors: 3,858 shares; 5 executive officers of the Company who do not concurrently serve as directors: 4,143 shares; 4 Executive Experts of the Company: 2,254 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any manner. During this period, they will be managed in a dedicated account at Nomura Securities Co., Ltd.
Payment date
22 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,690. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Filing of a Securities Notification under the Financial Instruments and Exchange Act
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of10,255 common shares of the Company (new shares)
Issue price and disposal price¥2,690 per share
Total issue value¥27,585,950
Payment date22 July 2026
Intended allotteeCategory Directors of the Company who are not Audit & Supervisory Committee members (excluding outside directors) / Number of Employees 2 / Number of Shares 3,858 shares, Category The Company's executive officers who do not concurrently serve as directors / Number of Employees 5 / Number of Shares 4,143 shares, Category Executive experts of the Company / Number of Employees 4 / Number of Shares 2,254 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged or otherwise disposed of in any manner. During this period, they will be managed in a dedicated account at Nomura Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Standard Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,690. No discount or premium applies.
Transfer restriction periodFrom 22 July 2026 until immediately after the recipient ceases to hold any position as an officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding a position as an officer or employee of the Company or any of its subsidiaries throughout the service period from the date on which the recipient begins performing duties until immediately before the conclusion of the first annual general meeting of shareholders held thereafter, all of the allocated shares will be released from the transfer restrictions when the transfer restriction period expires. If the recipient ceases to hold such position upon the expiration of the term of office or for another legitimate reason, the restrictions will be released with respect to the number of shares corresponding to the number of months of service.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified condition set forth in the allocation agreement, the Company will acquire all of the allocated shares held by the recipient without consideration. The Company will also acquire without consideration any shares that remain subject to transfer restrictions when the transfer restriction period expires or when the transfer restrictions are released.
Categories and Number of Persons Covered2 directors of the Company who are not Audit & Supervisory Committee Members, excluding outside directors: 3,858 shares; 5 executive officers of the Company who do not concurrently serve as directors: 4,143 shares; 4 Executive Experts of the Company: 2,254 shares
Total Stock-Based CompensationTotal monetary claims of ¥27,585,950
Stock Split RatioTwo-for-one split of the common shares effective 1 October 2025
Procedures under the Corporate Code of ConductFiling of a Securities Notification under the Financial Instruments and Exchange Act
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide the recipients with an incentive to enhance the Company's medium- to long-term corporate value and achieve sustainable growth, while further promoting the sharing of value with shareholders. The purpose is also to further increase the motivation of each eligible director and other recipient.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | Ryoyu Systems Co.,Ltd. (4685) timely disclosure | Komori