Notice of Making TOPAS electronic AG a Subsidiary Through the Acquisition of All Shares | RYODEN CORPORATION (8084) timely disclosure

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This transaction

Making the company a subsidiary through a share acquisition

Disclosing companyRYODEN CORPORATION

TOPAS electronic AGVoting rights ownership percentageNumber of shares acquired All shares (the number of shares and voting rights is not stated)

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.

Target company

Sales of semiconductors for the European industrial equipment, communications, medical, measurement and control sectors, as well as systems and services related to unified communications

Location Hanover, Federal Republic of GermanyShare capital €750,000Date of incorporation Established in 1978 as TOPAS GmbH

Net Sales€18,080 thousand (fiscal year ended June 2025)

Consideration and expenses

Acquisition priceNot disclosed pursuant to a confidentiality agreement with the counterparty.

Goodwill amountThe purchase price allocation and the amortization periods for goodwill and intangible assets are currently under review.

Goodwill is the amount paid in excess of the acquired company's net assets.

Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the current fiscal year is currently expected to be immaterial.

Procedures and assumptions

Management structure after acquisitionThe Company will establish a framework for collaboration with the RYODEN Group while respecting the business foundation that TOPAS has developed to date and its relationships with customers and suppliers.

This transaction
Item	Details
Transaction name	Making the company a subsidiary through a share acquisition
Name of the Subject Company	TOPAS electronic AG
Business Description of the Subject Company	Sales of semiconductors for the European industrial equipment, communications, medical, measurement and control sectors, as well as systems and services related to unified communications
Location of the Subject Company	Hanover, Federal Republic of Germany
Capital Stock of the Subject Company	€750,000
Date of Establishment of the Subject Company	Established in 1978 as TOPAS GmbH
Net Sales of the Subject Company	€18,080 thousand (fiscal year ended June 2025)
Acquisition price	Not disclosed pursuant to a confidentiality agreement with the counterparty.
Number of shares acquired	All shares (the number of shares and voting rights is not stated)
Voting rights ownership percentage	After 100％ (before not disclosed)
Goodwill amount	The purchase price allocation and the amortization periods for goodwill and intangible assets are currently under review.
Impact on Business Performance	The impact of this transaction on the Company's consolidated results for the current fiscal year is currently expected to be immaterial.
Contract Date	29 June 2026
Execution Date / Effective Date	1 July 2026 (share acquisition date)
Management structure after acquisition	The Company will establish a framework for collaboration with the RYODEN Group while respecting the business foundation that TOPAS has developed to date and its relationships with customers and suppliers.

Items this document does not state (17)

Counterparty nameOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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 strengthen the foundation for overseas business growth by acquiring a customer base and technical capabilities in the European market. RYODEN aims to expand business opportunities in Europe by combining TOPAS's European customer base, sales and technical support functions with the RYODEN Group's procurement capabilities and solution proposal capabilities.

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