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Changes in Officers3918PCI Solutions Inc.Information and Communications, Services and Others

Notice Regarding Changes in Representative Directors and the Selection of Director Candidates

The Representative Director and President will change from Morishita Kensaku (森下健作) to Watanabe Atsushi (渡辺篤史), and Morishita Kensaku (森下健作) is scheduled to become Senior Managing Director. Following the Annual General Meeting of Shareholders, the Board of Directors will transition to a new structure comprising both internal and outside directors.

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Who is moving to which position

Resolved 20 May 2026

Incoming appointee

5 items
Scheduled Appointment Date23 June 2026. Formal appointment is scheduled to be decided subject to approval at this Annual General Meeting of Shareholders and a resolution of the Board of Directors following its conclusion.
Watanabe Atsushi (渡辺篤史)
Previous positionDirector, IT & SIer Operations, Restar Corporation (scheduled to retire in June 2026)
New positionRepresentative Director and President
生年月日 10 November 1961入社年 Not disclosed所有株式数 30,000 shares (as of 31 March 2026)
Numata Masaaki (沼田昌昭)
Previous positionExecutive Officer (Representative Director and President of PCIソリューションズ株式会社)
New positionDirectors
生年月日 2 May 1970入社年 2012所有株式数 15,931 shares (as of 31 March 2026)
Sakakura Yuji (坂倉裕司)
Previous positionOutside Director (Audit and Supervisory Committee Member)
New positionOutside Directors
生年月日 Not disclosed入社年 Not disclosed所有株式数 Not disclosed
Nakamura Hiroyuki (中村浩之)
Previous positionOutside Directors
New positionOutside Director and Full-time Audit and Supervisory Committee Member
生年月日 Not disclosed入社年 Not disclosed所有株式数 Not disclosed
Okayama Hiroyuki (岡山浩之)
Previous positionAdvisor, 日鉄物産株式会社 (scheduled to retire in June 2026)
New positionOutside Director (Audit and Supervisory Committee Member)
生年月日 16 December 1960入社年 Not disclosed所有株式数 - shares (record date: not disclosed)

Departing officer

2 items
Morishita Kensaku (森下健作)Next role stated
Former PositionRepresentative Director and President
New positionSenior Managing Director
Sakakura Yuji (坂倉裕司)Next role stated
Former PositionOutside Director (Audit and Supervisory Committee Member)
New positionOutside Directors

“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)

Both Morishita Kensaku (森下健作) and Sakakura Yuji (坂倉裕司) will remain on the Board of Directors.

Directors after the change10Number
Filing as an independent officerNakamura Hiroyuki (中村浩之), Maki Shinnosuke (牧真之介), Sakurai Yasushi (櫻井康史) and Okayama Hiroyuki (岡山浩之) are scheduled to be designated as independent officers if elected as outside directors.
Shareholders’ meeting approvalYes. Proposals for the election of 6 director nominees, excluding directors who are Audit and Supervisory Committee Members, and 4 director nominees who are Audit and Supervisory Committee Members will be submitted to the 22nd Annual General Meeting of Shareholders, scheduled for 23 June 2026.
Reason for change

To drive the Group's medium- to long-term growth strategy more forcefully and accelerate efforts to enhance corporate value.

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 date20 May 2026
Scheduled Appointment Date23 June 2026. Formal appointment is scheduled to be decided subject to approval at this Annual General Meeting of Shareholders and a resolution of the Board of Directors following its conclusion.
Name of appointeeWatanabe Atsushi (渡辺篤史), Numata Masaaki (沼田昌昭), Sakakura Yuji (坂倉裕司), Nakamura Hiroyuki (中村浩之), Okayama Hiroyuki (岡山浩之)
Appointee's new positionRepresentative Director and President, Directors, Outside Directors, Outside Director and Full-time Audit and Supervisory Committee Member, Outside Director (Audit and Supervisory Committee Member)
Appointee's previous positionDirector, IT & SIer Operations, Restar Corporation (scheduled to retire in June 2026), Executive Officer (Representative Director and President of PCIソリューションズ株式会社), Outside Director (Audit and Supervisory Committee Member), Outside Directors, Advisor, 日鉄物産株式会社 (scheduled to retire in June 2026)
Appointee's date of birth10 November 1961, 2 May 1970, Not disclosed, Not disclosed, 16 December 1960
Year the appointee joined the CompanyNot disclosed, 2012, Not disclosed, Not disclosed, Not disclosed
Number of shares held by the appointee30,000 shares (as of 31 March 2026), 15,931 shares (as of 31 March 2026), Not disclosed, Not disclosed, - shares (record date: not disclosed)
Name of departing officerMorishita Kensaku (森下健作), Sakakura Yuji (坂倉裕司)
Former position of departing officerRepresentative Director and President, Outside Director (Audit and Supervisory Committee Member)
New position of departing officerSenior Managing Director, Outside Directors
Whether the incumbent will remain in officeBoth Morishita Kensaku (森下健作) and Sakakura Yuji (坂倉裕司) will remain on the Board of Directors.
Reason for changeTo drive the Group's medium- to long-term growth strategy more forcefully and accelerate efforts to enhance corporate value.
Number of directors after the change10 (including 7 outside directors)
Filing as an independent officerNakamura Hiroyuki (中村浩之), Maki Shinnosuke (牧真之介), Sakurai Yasushi (櫻井康史) and Okayama Hiroyuki (岡山浩之) are scheduled to be designated as independent officers if elected as outside directors.
Subject to Approval by the General Meeting of ShareholdersYes. Proposals for the election of 6 director nominees, excluding directors who are Audit and Supervisory Committee Members, and 4 director nominees who are Audit and Supervisory Committee Members will be submitted to the 22nd Annual General Meeting of Shareholders, scheduled for 23 June 2026.
Items this document does not state (5)
Date of departureReason for departureReasons for appointmentDetails 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 drive the Group's medium- to long-term growth strategy more forcefully and accelerate efforts to enhance corporate value.

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Notice Regarding Changes in Representative Directors and the Selection of Director Candidates | PCI Solutions Inc. (3918) timely disclosure | Komori