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Changes in Officers2329TOHOKUSHINSHA FILM CORPORATIONInformation and Communications, Services and Others

Notice Regarding Changes in Directors

Following the Annual General Meeting of Shareholders scheduled for 26 June 2026, 2 new directors are expected to be appointed and 3 current directors are expected to retire. After retiring as a director, Okiyama Takayoshi (沖山 貴良) is expected to change from director to senior executive officer.

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Who is moving to which position

Resolved 15 May 2026

Incoming appointee

2 items
Scheduled Appointment Date26 June 2026 (subject to approval at the 64th Annual General Meeting of Shareholders scheduled for 26 June 2026)
Kishi Naohiko (岸 直彦)
Previous positionAdvisor, Hakuhodo Inc. (since April 2025; scheduled to become an advisor to the Company on 16 May 2026)
New positionDirectors
生年月日 28 May 1960
Akiyama Toru (秋山 徹)
Previous positionFull-time Audit and Supervisory Board Member, Pale Blue, Inc. (current)
New positionOutside Directors and Audit and Supervisory Committee Members
生年月日 25 July 1962

Departing officer

3 items
Date of departure26 June 2026
Egusa Koji (江草 康二)Stepping down
Former PositionDirectors
New positionNot disclosed
Okiyama Takayoshi (沖山 貴良)Next role stated
Former PositionDirectors
New positionSenior Executive Officer
Ono Naomichi (小野 直路)Stepping down
Former PositionOutside Directors and Audit and Supervisory Committee Members
New positionNot disclosed

“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)

After retiring as a director, Okiyama Takayoshi (沖山 貴良) is expected to remain as a senior executive officer. The post-retirement positions of Egusa Koji (江草 康二) and Ono Naomichi (小野 直路) are Not disclosed.

Directors after the change18Number
Shareholders’ meeting approvalRequired. Proposals for the appointment of the director candidates are scheduled to be submitted to the 64th Annual General Meeting of Shareholders, which is scheduled for 26 June 2026.
Reason for change

Based on the recommendation of the voluntary Nomination and Compensation Committee, a majority of whose members are independent outside directors, the Company determined that the candidates for the new director positions are qualified to contribute to its medium- to long-term growth and the enhancement of corporate value. The purpose is to enhance medium- to long-term corporate value by strengthening the fairness and transparency of procedures concerning the appointment and compensation of directors and further enhancing and reinforcing corporate governance.

Reasons for appointment

The appointments are based on the Committee's recommendation that the candidates are qualified to contribute to the Company's medium- to long-term growth and the enhancement of corporate value. The reasons for each individual candidate are Not disclosed.

Who is moving to which position
ItemDetails
Resolution date15 May 2026
Scheduled Appointment Date26 June 2026 (subject to approval at the 64th Annual General Meeting of Shareholders scheduled for 26 June 2026)
Date of departure26 June 2026
Name of appointeeKishi Naohiko (岸 直彦), Akiyama Toru (秋山 徹)
Appointee's new positionDirectors, Outside Directors and Audit and Supervisory Committee Members
Appointee's previous positionAdvisor, Hakuhodo Inc. (since April 2025; scheduled to become an advisor to the Company on 16 May 2026), Full-time Audit and Supervisory Board Member, Pale Blue, Inc. (current)
Appointee's date of birth28 May 1960, 25 July 1962
Name of departing officerEgusa Koji (江草 康二), Okiyama Takayoshi (沖山 貴良), Ono Naomichi (小野 直路)
Former position of departing officerDirectors, Directors, Outside Directors and Audit and Supervisory Committee Members
New position of departing officerNot disclosed, Senior Executive Officer, Not disclosed
Whether the incumbent will remain in officeAfter retiring as a director, Okiyama Takayoshi (沖山 貴良) is expected to remain as a senior executive officer. The post-retirement positions of Egusa Koji (江草 康二) and Ono Naomichi (小野 直路) are Not disclosed.
Reason for changeBased on the recommendation of the voluntary Nomination and Compensation Committee, a majority of whose members are independent outside directors, the Company determined that the candidates for the new director positions are qualified to contribute to its medium- to long-term growth and the enhancement of corporate value. The purpose is to enhance medium- to long-term corporate value by strengthening the fairness and transparency of procedures concerning the appointment and compensation of directors and further enhancing and reinforcing corporate governance.
Reasons for appointmentThe appointments are based on the Committee's recommendation that the candidates are qualified to contribute to the Company's medium- to long-term growth and the enhancement of corporate value. The reasons for each individual candidate are Not disclosed.
Number of directors after the change18 directors (including 8 outside directors)
Subject to Approval by the General Meeting of ShareholdersRequired. Proposals for the appointment of the director candidates are scheduled to be submitted to the 64th Annual General Meeting of Shareholders, which is scheduled for 26 June 2026.
Items this document does not state (6)
Year the appointee joined the CompanyNumber of shares held by the appointeeReason for departureFiling as an independent officerDetails 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.

Based on the recommendation of the voluntary Nomination and Compensation Committee, a majority of whose members are independent outside directors, the Company determined that the candidates for the new director positions are qualified to contribute to its medium- to long-term growth and the enhancement of corporate value. The purpose is also to strengthen the fairness and transparency of procedures concerning the appointment and compensation of directors and to further enhance and reinforce corporate governance.

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Notice Regarding Changes in Directors | TOHOKUSHINSHA FILM CORPORATION (2329) timely disclosure | Komori