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Statutory disclosure document9691RYOMO SYSTEMS CO.,LTD.Information and Communications, Services and Others

Statutory Prior Disclosure Document (Reverse Stock Split)

The Company plans to consolidate 699,604 common shares into 1 share so that, following the tender offer, the only shareholders will be MITSUBA Corporation and Chubu Electric Power Company,Incorporated. As a result, shareholders other than MITSUBA Corporation are expected to receive cash based on ¥5,200 per share in proportion to their fractional shares of less than 1 share.

Worth reading
78Important
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Direction
Neutral
Direction inferred from the company’s description.
Scale
699604
Reverse stock split of shares into 1 share
Wording
Conditional
How definitive the wording is.

Decision and Details

Board of Directors (meeting held on 4 August 2026); implementation is subject to approval at an extraordinary general meeting of shareholders

Advance disclosure matters concerning the share consolidation

Decision4 August 2026 (resolution to submit the share consolidation proposal)
Implementation14 October 2026 (scheduled; effective date of the share consolidation)
Going forwardAn extraordinary general meeting of shareholders is scheduled for 16 September 2026; delisting is scheduled for 9 October 2026; treasury shares are scheduled to be cancelled on 13 October 2026; the share consolidation is scheduled to become effective on 14 October 2026; an application for the court's permission to sell fractional shares is scheduled to be filed in early November 2026; the shares are scheduled to be sold to Chubu Electric Power Company,Incorporated in late November 2026; proceeds from the fractional-share settlement are scheduled to be paid to shareholders in early January 2027
AmountTender offer price and reference amount for fractional-share settlement: ¥5,200 per share
Quantity / scale699,604 shares consolidated into 1 share; total number of authorized shares as of the effective date: 20 shares; 11,556 treasury shares scheduled to be cancelled on 13 October 2026
Reason

Taking the Company private with only the offerors as shareholders, deepening collaboration with MITSUBA Corporation and Chubu Electric Power Company,Incorporated, expanding business opportunities, human resources and management resources, and reducing the costs and administrative burden of maintaining the listing

Impact on Business Performance

Synergies are expected from the elimination of conflicts of interest, business expansion, more efficient use of management resources, and reductions in the costs of maintaining the listing, among other factors. The specific amount of the impact on financial results is Not disclosed.

Decision and Details
ItemDetails
Matter CoveredAdvance disclosure matters concerning the share consolidation
Decision-Making BodyBoard of Directors (meeting held on 4 August 2026); implementation is subject to approval at an extraordinary general meeting of shareholders
Decision Date4 August 2026 (resolution to submit the share consolidation proposal)
Implementation Date14 October 2026 (scheduled; effective date of the share consolidation)
AmountTender offer price and reference amount for fractional-share settlement: ¥5,200 per share
Quantity / scale699,604 shares consolidated into 1 share; total number of authorized shares as of the effective date: 20 shares; 11,556 treasury shares scheduled to be cancelled on 13 October 2026
Impact on Business PerformanceSynergies are expected from the elimination of conflicts of interest, business expansion, more efficient use of management resources, and reductions in the costs of maintaining the listing, among other factors. The specific amount of the impact on financial results is Not disclosed.
ReasonTaking the Company private with only the offerors as shareholders, deepening collaboration with MITSUBA Corporation and Chubu Electric Power Company,Incorporated, expanding business opportunities, human resources and management resources, and reducing the costs and administrative burden of maintaining the listing
Governing RuleCompanies Act, Articles 180, 182-2, Paragraph 1, 234, Paragraph 2, and 235; Ordinance for Enforcement of the Companies Act, Article 33-9
Related previous disclosures14 May 2026, “Notice Regarding the Expression of an Opinion in Favor of, and Recommendation to Tender Shares in, the Tender Offer for the Company's Shares by MITSUBA Corporation and Chubu Electric Power Company,Incorporated, the Controlling Shareholders, and the Execution of a Capital and Business Alliance Agreement with Chubu Electric Power Company,Incorporated”; 9 July 2026, “Notice Regarding the Results of the Tender Offer for the Company's Shares by MITSUBA Corporation and Chubu Electric Power Company,Incorporated, the Controlling Shareholders, and the Change in Major Shareholders”; 14 May 2026, “Notice Regarding Dividend of Surplus (No Dividend)”
Future plansAn extraordinary general meeting of shareholders is scheduled for 16 September 2026; delisting is scheduled for 9 October 2026; treasury shares are scheduled to be cancelled on 13 October 2026; the share consolidation is scheduled to become effective on 14 October 2026; an application for the court's permission to sell fractional shares is scheduled to be filed in early November 2026; the shares are scheduled to be sold to Chubu Electric Power Company,Incorporated in late November 2026; proceeds from the fractional-share settlement are scheduled to be paid to shareholders in early January 2027
Items this document does not state (1)
Period Covered

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 take the Company private with only the offerors as shareholders, eliminate conflicts of interest, strengthen collaboration with MITSUBA Corporation and Chubu Electric Power Company,Incorporated, expand the business, utilize human resources and management resources, and reduce the costs of maintaining the listing.

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Statutory Prior Disclosure Document (Reverse Stock Split) | RYOMO SYSTEMS CO.,LTD. (9691) timely disclosure | Komori