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Changes in Directors and Officers3974SCAT Inc.Information and Communications, Services and Others

Notice Regarding the Nomination of Director Candidates

Six directors will be appointed after the annual general meeting of shareholders on 28 January 2027. Five of the 6 incumbent directors will be reappointed, while adviser Hanzawa Katsumi (半澤勝己) will newly become a candidate for director and Nishio Shinobu (西尾忍) will retire upon expiration of the term of office.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
6
Number of director candidates
Wording
Definitive
How definitive the wording is.

Who is moving to which position

Resolved 13 November 2026

Incoming appointee

1 item
Scheduled Appointment Date28 January 2027 (after the conclusion of the 59th Annual General Meeting of Shareholders; subject to approval of the director appointment proposal at the shareholders' meeting)
Hanzawa Katsumi (半澤勝己)
Previous positionAdviser (growth strategy)
New positionDirectors
生年月日 31 December 1967所有株式数 - shares (record date: Not disclosed)

Departing officer

1 item
Date of departure28 January 2027 (at the conclusion of the 59th Annual General Meeting of Shareholders)
Nishio Shinobu (西尾忍)Next role stated
Former PositionDirector, Executive Officer, in charge of accounting and finance
New positionResignation

“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)

Will not remain on the Board of Directors

Directors after the change6Number
Filing as an independent officerTomioka Kazuji (富岡和治) and Takahashi Mizuho (高橋瑞穂) are candidates for independent officer positions. Whether they are expected to be reported as independent officers: Not disclosed
Shareholders’ meeting approvalRequired. Proposal for the appointment of directors at the 59th Annual General Meeting of Shareholders. Scheduled meeting date: 28 January 2027.
Reason for change

To expand the scale of the existing businesses and strengthen the growth strategy

Reasons for appointment

Because he has extensive experience and broad expertise gained through serving as an officer of various companies, including as a representative director of a listed company, and through contributing to the enhancement of the corporate value of those companies, and it was determined that he could be expected to play a substantial role in expanding the scale of the group's existing businesses and strengthening its growth strategy

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 date13 November 2026
Scheduled Appointment Date28 January 2027 (after the conclusion of the 59th Annual General Meeting of Shareholders; subject to approval of the director appointment proposal at the shareholders' meeting)
Date of departure28 January 2027 (at the conclusion of the 59th Annual General Meeting of Shareholders)
Name of appointeeHanzawa Katsumi (半澤勝己)
Appointee's new positionDirectors
Appointee's previous positionAdviser (growth strategy)
Appointee's date of birth31 December 1967
Number of shares held by the appointee- shares (record date: Not disclosed)
Name of departing officerNishio Shinobu (西尾忍)
Former position of departing officerDirector, Executive Officer, in charge of accounting and finance
New position of departing officerResignation
Reason for departureExpiration of term
Whether the incumbent will remain in officeWill not remain on the Board of Directors
Reason for changeTo expand the scale of the existing businesses and strengthen the growth strategy
Reasons for appointmentBecause he has extensive experience and broad expertise gained through serving as an officer of various companies, including as a representative director of a listed company, and through contributing to the enhancement of the corporate value of those companies, and it was determined that he could be expected to play a substantial role in expanding the scale of the group's existing businesses and strengthening its growth strategy
Number of directors after the change6, including 2 outside directors
Filing as an independent officerTomioka Kazuji (富岡和治) and Takahashi Mizuho (高橋瑞穂) are candidates for independent officer positions. Whether they are expected to be reported as independent officers: Not disclosed
Subject to Approval by the General Meeting of ShareholdersRequired. Proposal for the appointment of directors at the 59th Annual General Meeting of Shareholders. Scheduled meeting date: 28 January 2027.
Items this document does not state (3)
Year the appointee joined the CompanyDetails 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 expand the scale of the existing businesses and strengthen the growth strategy. Hanzawa Katsumi (半澤勝己) has extensive experience and broad expertise, having served as an officer of various companies, including as a representative director of a listed company, and is expected to play a substantial role in expanding the scale of the group's existing businesses and strengthening its growth strategy.

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Notice Regarding the Nomination of Director Candidates | SCAT Inc. (3974) timely disclosure | Komori