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Changes in Directors and Officers1721COMSYS Holdings CorporationConstruction and Materials

Notice Regarding Changes in Officers and the Selection of the Chair of the Board of Directors and the Chair of the Nomination and Compensation Advisory Committee

Following the annual general meeting of shareholders, the Board of Directors will comprise 11 members in total, consisting of 6 outside directors and 5 inside directors, through the addition of 1 outside director and reduction of 1 inside director. In addition, the chairs of the Board of Directors and the Nomination and Compensation Advisory Committee will change to Asai Hiroyuki (浅井宏行), and 2 directors will retire upon expiration of their terms.

Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Improvement
Direction inferred from the company’s description.
Scale
1
Increase in outside directors (people)
Wording
Definitive
How definitive the wording is.

Who is moving to which position

Resolved 12 May 2026

Incoming appointee

2 items
Scheduled Appointment Date26 June 2026 (formal appointment is scheduled following approval at the 23rd Annual General Meeting of Shareholders)
Endo Tamaki (遠藤玉樹)
Previous positionExecutive Director and General Manager of the Corporate Planning Department
New positionDirectors
生年月日 22 November 1963入社年 2024
Kawana Koichi (川名浩一)
Previous positionNot disclosed
New positionOutside Directors
生年月日 23 April 1958入社年 Not disclosed

Departing officer

2 items
Date of departure26 June 2026 (at the conclusion of the Annual General Meeting of Shareholders)
Kagaya Takashi (加賀谷卓)Next role stated
Former PositionChair of the Board of Directors of the Company
New positionAdviser to the Company
Uchide Kunihiko (打出邦彦)Next role stated
Former PositionDirectors of the company
New positionCorporate Adviser of 株式会社つうけんアドバンスシステムズ

“Next role stated” means the document names the position the person holds after stepping down. It does not necessarily mean they are leaving the company.

Reason for departure

Expiration of term

Whether the incumbent will remain in office (whether they will retain their position)

They will not remain on the Board of Directors. Kagaya Takashi (加賀谷卓) is scheduled to become Corporate Adviser of the Company, and Uchide Kunihiko (打出邦彦) is scheduled to become Corporate Adviser of 株式会社つうけんアドバンスシステムズ.

Directors after the change11Number
Filing as an independent officerKawana Koichi (川名浩一) is scheduled to be reported as an independent officer. The existing 5 directors have already been reported as independent officers.
Shareholders’ meeting approvalYes. A proposal for the election of the new director candidates at the 23rd Annual General Meeting of Shareholders. The meeting is scheduled for 26 June 2026.
Reason for change

The Company has decided on the new management structure in order to further strengthen the management foundation and contribute to enhancing the ability to adapt to changes in the business environment and achieving the sustainable growth of the Group and the enhancement of corporate value over the medium to long term.

Reasons for appointment

Endo has been involved in management as a director of a COMSYS Group company and possesses deep knowledge based on many years of business experience across a broad range of operations, as well as extensive experience in corporate management, and is outstanding in character and judgment. Accordingly, he was nominated as a candidate for director. Kawana possesses extensive experience as a corporate manager and a high level of knowledge, and the Company has determined that he will be able to contribute to the development of the Group.

Independent officers are outside officers registered with the exchange as having no conflict of interest with general shareholders.
Who is moving to which position
ItemDetails
Resolution date12 May 2026
Scheduled Appointment Date26 June 2026 (formal appointment is scheduled following approval at the 23rd Annual General Meeting of Shareholders)
Date of departure26 June 2026 (at the conclusion of the Annual General Meeting of Shareholders)
Name of appointeeEndo Tamaki (遠藤玉樹), Kawana Koichi (川名浩一)
Appointee's new positionDirectors, Outside Directors
Appointee's previous positionExecutive Director and General Manager of the Corporate Planning Department, Not disclosed
Appointee's date of birth22 November 1963, 23 April 1958
Year the appointee joined the Company2024, Not disclosed
Name of departing officerKagaya Takashi (加賀谷卓), Uchide Kunihiko (打出邦彦)
Former position of departing officerChair of the Board of Directors of the Company, Directors of the company
New position of departing officerAdviser to the Company, Corporate Adviser of 株式会社つうけんアドバンスシステムズ
Reason for departureExpiration of term
Whether the incumbent will remain in officeThey will not remain on the Board of Directors. Kagaya Takashi (加賀谷卓) is scheduled to become Corporate Adviser of the Company, and Uchide Kunihiko (打出邦彦) is scheduled to become Corporate Adviser of 株式会社つうけんアドバンスシステムズ.
Reason for changeThe Company has decided on the new management structure in order to further strengthen the management foundation and contribute to enhancing the ability to adapt to changes in the business environment and achieving the sustainable growth of the Group and the enhancement of corporate value over the medium to long term.
Reasons for appointmentEndo has been involved in management as a director of a COMSYS Group company and possesses deep knowledge based on many years of business experience across a broad range of operations, as well as extensive experience in corporate management, and is outstanding in character and judgment. Accordingly, he was nominated as a candidate for director. Kawana possesses extensive experience as a corporate manager and a high level of knowledge, and the Company has determined that he will be able to contribute to the development of the Group.
Number of directors after the change11 (including 6 outside directors)
Filing as an independent officerKawana Koichi (川名浩一) is scheduled to be reported as an independent officer. The existing 5 directors have already been reported as independent officers.
Subject to Approval by the General Meeting of ShareholdersYes. A proposal for the election of the new director candidates at the 23rd Annual General Meeting of Shareholders. The meeting is scheduled for 26 June 2026.
Items this document does not state (3)
Number of shares held by the appointeeDetails of organizational changesChange in Corporate Governance Structure

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 further strengthen the management foundation in order to enhance the ability to adapt to changes in the business environment and achieve the sustainable growth of the Group and the enhancement of corporate value over the medium to long term. In addition, establishing a structure in which outside directors constitute a majority will enhance the effectiveness, independence, objectivity, transparency and fairness of the Board of Directors' oversight function.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding Changes in Officers and the Selection of the Chair of the Board of Directors and the Chair of the Nomination and Compensation Advisory Committee | COMSYS Holdings Corporation (1721) timely disclosure | Komori