Report on the Immediate Resignation of Former Director Saito and His Supervisory Responsibilities and Future Policies Thank you very much for your continued support.
Today, we have received comments from several shareholders who have questioned the responsibility of the two outside auditors of the Company to supervise and hold accountable the Company's shareholders in relation to the immediate resignation of former Director Saito. As Representative Director and CEO, I would like to provide the following explanation.
Mr. Saito's resignation on the same day as the resignation of former director and matters to be taken over from him are highly unusual and significant events even in light of the governance system of a listed company.
According to his explanation, the specific results of his tenure were limited to the invitation of management team members, and an internal investigation by the Board of Auditors did not confirm any business correspondence that required handover.
Since there are no duties to be taken over, and from the viewpoint of avoiding a CFO vacancy and the resulting management vacuum, the Company immediately established a system in which I, as Representative Director, concurrently serve as CFO, and thereafter, we are appropriately supplementing functions, including COO, etc.
(2) Logical arrangement of stock price trend and liability theory
On October 16, 2025 (U.S. time), immediately after Mr. Saito's resignation and after I took over as CFO, our company's stock (Nasdaq: RYOJ) rose +208.751 TP3T in premarket trading, becoming the largest gainer of the day among Nasdaq-listed stocks and ranking first in share price appreciation. (RYOJ) was the top gainer in pre-market trading with a gain of +208.751 TP3T, ranking first in terms of share price appreciation.
Therefore, in light of the calculation of damages under U.S. law, etc,
- Rise in stock price may have been impeded by Saito's inaction
- Lost earnings incurred by shareholders who held shares during that period.
- There are legal structures that allow a listed company to make a claim for damages under the laws of the country in which our shareholders reside, based on a breach of duty of explanation, delay in information disclosure, or negligence in the performance of duties.
I am guided by the principle that shareholders are the true owners of the company. Therefore, the responsibility of management is not merely to pay for damages, but to carry out its essential mission of "sustainable maximization of corporate value" that maintains the confidence of shareholders.
The Board of Corporate Auditors is currently conducting its own investigation of Mr. Saito's case, but as a representative director, I am prepared to faithfully carry out the legitimate procedures based on the will of the shareholders without waiting for the results of the investigation.
The Company has been a pioneer in making its labor audit system visible through the introduction of an anonymous whistleblower system and a free labor union, both of which are based on pre-designed rules and do not rely on human emotion or discovery.
With Mr. Saito's immediate resignation, we are taking a major step toward further transparency in our management structure and structural reinforcement of governance.
First, as a representative director, I will establish a new monitoring structure in which no "human emotions" or "discernment of relationships" can intervene with the management, including contractors. In this way, we will continue to prove to our shareholders, employees, and society that our value creation is based on a structure with results and reproducibility.
I also declare that as of today, I am officially launching a service to assist shareholders who wish to sue publicly traded companies and their management. This is not just legal support. It is a redefinition of corporate governance by shareholders and a social challenge to restore the health of capitalism.
The fact that the global capital markets have been left with a structure in which the voices of shareholders are systematically and culturally ignored is a serious problem that shakes the very foundations of capitalism. A company belongs to its shareholders, and management is merely the fulfillment of the responsibilities entrusted to it. In order to make this principle work as a substance, we will service a framework in which shareholders can bring legitimate claims against management. In particular, when events such as resignation, absence, or failure to account cause tangible damage to the share price or corporate value, we support the process of visibility, accountability, and recovery.
We are convinced that it is the responsibility of listed companies to provide workers and shareholders, who have been forced into silence, with the means to raise their voices and a solid path through system design.
We will present our new corporate values to the world, in which we reexamine the question, "Who is governance a system that protects whom?" and believe that a company that acts without fear is a truly trusted entity.
To top it off.
We believe that responding clearly, rationally, and transparently to the questions and concerns of our shareholders is the foundation for supporting our corporate value in the global marketplace. Our future response to this matter will be based solely on logic and facts, without any political considerations or personal relationships.
We sincerely appreciate your continued trust and support.
