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Changes in Officers3922PR TIMES CorporationInformation and Communications, Services and Others

Notice Regarding Changes in Directors and Audit & Supervisory Board Members

As of 27 May 2026, 1 independent outside director is scheduled to be newly appointed, and 2 independent outside directors are scheduled to retire. In addition, 1 outside Audit & Supervisory Board member is scheduled to be reappointed after the expiration of the current term. The president will not change, and the Board of Directors will remain at 5 members.

Worth reading
56In focus
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
60
% (proportion of independent outside directors, 3 of 5 members)
Wording
Definitive
How definitive the wording is.

Who is moving to which position

Resolved 21 April 2026

Incoming appointee

1 item
Scheduled Appointment DateScheduled as of 27 May 2026 (the newly appointed and reappointed officers are scheduled to be formally decided at the 21st Annual General Meeting of Shareholders)
Suzuki Koji (鈴木 孝二)
Previous positionRepresentative Director and President of B・BLUE partners㈱ (current), Senior Advisor of ビヨンドアーチパートナーズ㈱ (current), Outside Director of ㈱Dirbato (current), Outside Director of ㈱ユアルート (current), and Director of エン・ジャパン㈱ (currently en Inc.) (current)
New positionScheduled to become an independent outside director
生年月日 3 January 1971入社年 1995

Departing officer

1 item
Date of departure27 May 2026 (scheduled)
Sugimoto Tetsuya (杉本 哲哉), Fukutani Naohisa (福谷 尚久)Stepping down
Former PositionIndependent outside directors
Reason for departure

Scheduled to retire upon the conclusion of this Annual General Meeting of Shareholders (no reason stated)

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

Will not remain on the Board of Directors

Directors after the change5Number
Filing as an independent officerSuzuki Koji (鈴木 孝二) and Fujita Toshiyuki (藤田 利之) are scheduled to be reported as independent officers in accordance with the rules established by the Tokyo Stock Exchange.
Shareholders’ meeting approvalRequired. The newly appointed and reappointed officers are scheduled to be formally decided at the 21st Annual General Meeting of Shareholders (scheduled for 27 May 2026). The proposal title is Not disclosed
Reason for change

Independent outside directors will account for 60% (3 of 5 members), satisfying the required composition for a Prime Market-listed company with a controlling shareholder, namely that independent outside directors constitute a majority. The Company will also seek to improve effectiveness by emphasizing diversity and independence among directors and strengthen corporate governance.

Reasons for appointment

The Company expects appropriate advice and oversight on management and human resources based on his practical knowledge, including his experience leading en Japan (currently en) through its rapid growth on the front lines, 17 years of management experience as the representative director of a listed company while its founder remained involved, and his experience overcoming crises faced by the human resources industry, including the Lehman shock.

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 date21 April 2026
Scheduled Appointment DateScheduled as of 27 May 2026 (the newly appointed and reappointed officers are scheduled to be formally decided at the 21st Annual General Meeting of Shareholders)
Date of departure27 May 2026 (scheduled)
Name of appointeeSuzuki Koji (鈴木 孝二)
Appointee's new positionScheduled to become an independent outside director
Appointee's previous positionRepresentative Director and President of B・BLUE partners㈱ (current), Senior Advisor of ビヨンドアーチパートナーズ㈱ (current), Outside Director of ㈱Dirbato (current), Outside Director of ㈱ユアルート (current), and Director of エン・ジャパン㈱ (currently en Inc.) (current)
Appointee's date of birth3 January 1971
Year the appointee joined the Company1995
Name of departing officerSugimoto Tetsuya (杉本 哲哉), Fukutani Naohisa (福谷 尚久)
Former position of departing officerIndependent outside directors
Reason for departureScheduled to retire upon the conclusion of this Annual General Meeting of Shareholders (no reason stated)
Whether the incumbent will remain in officeWill not remain on the Board of Directors
Reason for changeIndependent outside directors will account for 60% (3 of 5 members), satisfying the required composition for a Prime Market-listed company with a controlling shareholder, namely that independent outside directors constitute a majority. The Company will also seek to improve effectiveness by emphasizing diversity and independence among directors and strengthen corporate governance.
Reasons for appointmentThe Company expects appropriate advice and oversight on management and human resources based on his practical knowledge, including his experience leading en Japan (currently en) through its rapid growth on the front lines, 17 years of management experience as the representative director of a listed company while its founder remained involved, and his experience overcoming crises faced by the human resources industry, including the Lehman shock.
Number of directors after the change5, including 3 outside directors
Filing as an independent officerSuzuki Koji (鈴木 孝二) and Fujita Toshiyuki (藤田 利之) are scheduled to be reported as independent officers in accordance with the rules established by the Tokyo Stock Exchange.
Subject to Approval by the General Meeting of ShareholdersRequired. The newly appointed and reappointed officers are scheduled to be formally decided at the 21st Annual General Meeting of Shareholders (scheduled for 27 May 2026). The proposal title is Not disclosed
Items this document does not state (4)
Number of shares held by the appointeeNew position of departing 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.

The appointment of an independent outside director will satisfy the requirement for a majority-independent outside director composition applicable to Prime Market-listed companies with a controlling shareholder, thereby strengthening corporate governance with an emphasis on diversity and independence among directors. Suzuki Koji (鈴木 孝二) is expected to provide appropriate advice and oversight based on his knowledge of management and human resources. Fujita Toshiyuki (藤田 利之) is expected to conduct audits from a financial and accounting perspective, drawing on his accounting knowledge and experience and his experience in corporate management as a CFO.

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Notice Regarding Changes in Directors and Audit & Supervisory Board Members | PR TIMES Corporation (3922) timely disclosure | Komori