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Changes in Officers2175SMS CO.,LTD.Information and Communications, Services and Others

Notice Regarding Changes in Officers

At the Annual General Meeting of Shareholders scheduled for 19 June 2026, the company will submit proposals for the election of 6 directors, including 4 new candidates and 2 candidates for re-election, and 1 substitute director serving as an Audit and Supervisory Committee Member. The terms of 4 incumbent directors will end, and 1 of them is expected to enter into an advisory agreement with the company after leaving the Board.

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Who is moving to which position

Resolved 15 May 2026

Incoming appointee

4 items
Scheduled Appointment Date19 June 2026, subject to approval of the elections at the Annual General Meeting of Shareholders. The new positions are scheduled to be formally decided at a Board meeting to be held on the same day.
Yasuda Makoto (安田 誠)
Previous positionNot disclosed
New positionOutside Director; Independent Officer
生年月日 29 August 1974入社年 2004 (joined 株式会社ブレインパッド)
Kawasaki Takeshi (河﨑 武士)
Previous positionExecutive Vice President and CFO, LIFENET INSURANCE COMPANY (incumbent)
New positionOutside Director; Independent Officer
生年月日 16 April 1979入社年 Not disclosed
Harada Tetsuro (原田 哲郎)
Previous positionDirector and Chair of the Board (Audit and Supervisory Committee Member), 株式会社ドリームインキュベータ (incumbent), among other positions
New positionOutside Director serving as an Audit and Supervisory Committee Member; Independent Officer
生年月日 22 September 1965入社年 2000 (joined 株式会社ドリームインキュベータ)
Ota Aiko (大田 愛子)
Previous positionPartner, Nozomi Sogo Law Office (currently)
New positionOutside Director serving as an Audit and Supervisory Committee Member; Independent Officer
生年月日 28 December 1988入社年 Not disclosed

Departing officer

4 items
Date of departureScheduled for 19 June 2026
Goto Natsuki (後藤 夏樹)Next role stated
Former PositionNot disclosed
New positionRetirement
Sugisaki Masato (杉崎 政人)Next role stated
Former PositionNot disclosed
New positionRetirement
Matsubayashi Tomoki (松林 智紀)Next role stated
Former PositionDirector serving as an Audit and Supervisory Committee Member (detailed title: Not disclosed)
New positionRetirement
Suzumura Toyotaro (鈴村 豊太郎)Next role stated
Former PositionDirector serving as an Audit and Supervisory Committee Member (detailed title: Not disclosed)
New positionAdviser (adviser on advanced technologies, including the company's AI; an advisory agreement is scheduled to begin after June 2026)

“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.

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

None of the 4 departing directors is expected to remain on the Board. Suzumura Toyotaro (鈴村 豊太郎) is expected to remain with the company as an adviser after leaving the Board.

Directors after the change6Number
Filing as an independent officerThe 4 new candidates are listed as Independent Officers. Whether a filing is scheduled has not been disclosed.
Shareholders’ meeting approvalRequired. Proposals for the election of director candidates and substitute candidates for directors serving as Audit and Supervisory Committee Members will be submitted to the 23rd Annual General Meeting of Shareholders, scheduled for 19 June 2026.
Reasons for appointment

Yasuda Makoto (安田 誠): To promote the growth of the company's IT and DX strategy and SaaS business by drawing on his experience in business growth and management in data utilization, machine learning and SaaS businesses. Kawasaki Takeshi (河﨑 武士): To support execution of the Corporate Value Maximization Roadmap by drawing on his experience in capital markets, capital policy, M&A and serving as CFO of a listed company. Harada Tetsuro (原田 哲郎): To strengthen the business portfolio strategy and accountability to the capital markets by drawing on his experience in strategy consulting, managing a listed company, chairing a board and serving as an outside officer. Ota Aiko (大田 愛子): To strengthen oversight of overseas business risks and improve the quality of decision-making by drawing on her expertise in international corporate law, Southeast Asian legal matters, compliance and governance.

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 date15 May 2026
Scheduled Appointment Date19 June 2026, subject to approval of the elections at the Annual General Meeting of Shareholders. The new positions are scheduled to be formally decided at a Board meeting to be held on the same day.
Date of departureScheduled for 19 June 2026
Name of appointeeYasuda Makoto (安田 誠), Kawasaki Takeshi (河﨑 武士), Harada Tetsuro (原田 哲郎), Ota Aiko (大田 愛子)
Appointee's new positionOutside Director; Independent Officer, Outside Director; Independent Officer, Outside Director serving as an Audit and Supervisory Committee Member; Independent Officer, Outside Director serving as an Audit and Supervisory Committee Member; Independent Officer
Appointee's previous positionNot disclosed, Executive Vice President and CFO, LIFENET INSURANCE COMPANY (incumbent), Director and Chair of the Board (Audit and Supervisory Committee Member), 株式会社ドリームインキュベータ (incumbent), among other positions, Partner, Nozomi Sogo Law Office (currently)
Appointee's date of birth29 August 1974, 16 April 1979, 22 September 1965, 28 December 1988
Year the appointee joined the Company2004 (joined 株式会社ブレインパッド), Not disclosed, 2000 (joined 株式会社ドリームインキュベータ), Not disclosed
Name of departing officerGoto Natsuki (後藤 夏樹), Sugisaki Masato (杉崎 政人), Matsubayashi Tomoki (松林 智紀), Suzumura Toyotaro (鈴村 豊太郎)
Former position of departing officerNot disclosed, Not disclosed, Director serving as an Audit and Supervisory Committee Member (detailed title: Not disclosed), Director serving as an Audit and Supervisory Committee Member (detailed title: Not disclosed)
New position of departing officerRetirement, Retirement, Retirement, Adviser (adviser on advanced technologies, including the company's AI; an advisory agreement is scheduled to begin after June 2026)
Whether the incumbent will remain in officeNone of the 4 departing directors is expected to remain on the Board. Suzumura Toyotaro (鈴村 豊太郎) is expected to remain with the company as an adviser after leaving the Board.
Reasons for appointmentYasuda Makoto (安田 誠): To promote the growth of the company's IT and DX strategy and SaaS business by drawing on his experience in business growth and management in data utilization, machine learning and SaaS businesses. Kawasaki Takeshi (河﨑 武士): To support execution of the Corporate Value Maximization Roadmap by drawing on his experience in capital markets, capital policy, M&A and serving as CFO of a listed company. Harada Tetsuro (原田 哲郎): To strengthen the business portfolio strategy and accountability to the capital markets by drawing on his experience in strategy consulting, managing a listed company, chairing a board and serving as an outside officer. Ota Aiko (大田 愛子): To strengthen oversight of overseas business risks and improve the quality of decision-making by drawing on her expertise in international corporate law, Southeast Asian legal matters, compliance and governance.
Number of directors after the change6, including 5 outside directors (excluding substitute candidates)
Filing as an independent officerThe 4 new candidates are listed as Independent Officers. Whether a filing is scheduled has not been disclosed.
Subject to Approval by the General Meeting of ShareholdersRequired. Proposals for the election of director candidates and substitute candidates for directors serving as Audit and Supervisory Committee Members will be submitted to the 23rd Annual General Meeting of Shareholders, scheduled for 19 June 2026.
Items this document does not state (5)
Number of shares held by the appointeeReason for departureReason for changeDetails 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.

The company states that the new outside director candidates will contribute their expertise in data, AI and SaaS; capital markets and finance; and corporate law and overseas business risk to the Board's oversight and advisory functions. The reasons given for the re-election candidates are their contributions to executing the Corporate Value Maximization Roadmap and strengthening corporate governance. No individual reasons for the departing directors are provided.

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Notice Regarding Changes in Officers | SMS CO.,LTD. (2175) timely disclosure | Komori