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Changes in Officers4043Tokuyama CorporationMaterials and Chemicals

Notice of Changes to Directors and Election of Substitute Directors Serving as Audit and Supervisory Committee Members

Effective 26 June 2026, Nagase Katsumi (長瀬 克己) will change from Senior Managing Executive Officer to Director and Senior Managing Executive Officer, while Iwasaki Fuminori (岩崎 史哲) will change from Director to Senior Managing Executive Officer. All directors serving as Audit and Supervisory Committee Members will first resign, after which the committee will be reconstituted. The revised structure will comprise 2 Audit and Supervisory Committee Members and 3 outside directors who do not serve as Audit and Supervisory Committee Members.

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Who is moving to which position

Resolved 28 April 2026

Incoming appointee

1 item
Scheduled Appointment DateScheduled for 26 June 2026 (formal decision scheduled at the 162nd Annual General Meeting of Shareholders to be held on the same date)
Nagase Katsumi (長瀬 克己), Miura Seiji (三浦 聖爾) (alternate director serving as an Audit and Supervisory Committee Member)
Previous positionSenior Managing Executive Officer; not applicable
New positionDirector and Senior Managing Executive Officer; alternate director serving as an Audit and Supervisory Committee Member
生年月日 31 August 1965; 12 October 1982入社年 1994; not disclosed

Departing officer

1 item
Date of departure26 June 2026 (at the conclusion of the 162nd Annual General Meeting of Shareholders)
Iwasaki Fuminori (岩崎 史哲), Sueoka Kazumasa (末岡 和正), Miyamoto Yoji (宮本 陽司), Mizumoto Nobuko (水本 伸子), Kondo Naoki (近藤 直生), Ishizuka Kei (石塚 啓), Saito Shiro (斉藤 史郎), Kajiwara Yumiko (梶原 ゆみ子)Next role stated
Former PositionDirector and Senior Managing Executive Officer; Director and Chair of the Audit and Supervisory Committee; Director and Audit and Supervisory Committee Member; Outside Director and Audit and Supervisory Committee Member (5 people)
New positionSenior Managing Executive Officer; Director and Chair of the Audit and Supervisory Committee; Adviser; Outside Director (5 people)

“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)

Iwasaki Fuminori (岩崎 史哲) will not remain on the Board of Directors. Sueoka Kazumasa (末岡 和正) will remain as a director, while Miyamoto Yoji (宮本 陽司) will become an adviser. Mizumoto Nobuko (水本 伸子), Kondo Naoki (近藤 直生), Ishizuka Kei (石塚 啓), Saito Shiro (斉藤 史郎) and Kajiwara Yumiko (梶原 ゆみ子) will remain as outside directors.

Directors after the change2Number
Shareholders’ meeting approvalRequired. The matter is scheduled to be submitted to the 162nd Annual General Meeting of Shareholders, scheduled for 26 June 2026.
Reason for change

After clarifying the roles of outside directors, the structure will be revised to create an environment in which the Audit and Supervisory Committee can discuss and make decisions on important matters more quickly from the perspectives of auditing and supervision, and in which outside directors can more fully perform their oversight and advisory functions at Board meetings.

Reasons for appointment

An alternate director will be elected in preparation for the possibility that the Company may lack a director serving as an Audit and Supervisory Committee Member.

Details of organizational changes

Coordination between the Audit and Supervisory Committee and the Audit Office will be strengthened so that the Audit and Supervisory Committee can request investigations by the Audit Office and issue specific instructions. In addition, the Head of the Audit Office will be able to attend meetings of the Audit and Supervisory Committee at its request.

Who is moving to which position
ItemDetails
Resolution date28 April 2026
Scheduled Appointment DateScheduled for 26 June 2026 (formal decision scheduled at the 162nd Annual General Meeting of Shareholders to be held on the same date)
Date of departure26 June 2026 (at the conclusion of the 162nd Annual General Meeting of Shareholders)
Name of appointeeNagase Katsumi (長瀬 克己), Miura Seiji (三浦 聖爾) (alternate director serving as an Audit and Supervisory Committee Member)
Appointee's new positionDirector and Senior Managing Executive Officer; alternate director serving as an Audit and Supervisory Committee Member
Appointee's previous positionSenior Managing Executive Officer; not applicable
Appointee's date of birth31 August 1965; 12 October 1982
Year the appointee joined the Company1994; not disclosed
Name of departing officerIwasaki Fuminori (岩崎 史哲), Sueoka Kazumasa (末岡 和正), Miyamoto Yoji (宮本 陽司), Mizumoto Nobuko (水本 伸子), Kondo Naoki (近藤 直生), Ishizuka Kei (石塚 啓), Saito Shiro (斉藤 史郎), Kajiwara Yumiko (梶原 ゆみ子)
Former position of departing officerDirector and Senior Managing Executive Officer; Director and Chair of the Audit and Supervisory Committee; Director and Audit and Supervisory Committee Member; Outside Director and Audit and Supervisory Committee Member (5 people)
New position of departing officerSenior Managing Executive Officer; Director and Chair of the Audit and Supervisory Committee; Adviser; Outside Director (5 people)
Whether the incumbent will remain in officeIwasaki Fuminori (岩崎 史哲) will not remain on the Board of Directors. Sueoka Kazumasa (末岡 和正) will remain as a director, while Miyamoto Yoji (宮本 陽司) will become an adviser. Mizumoto Nobuko (水本 伸子), Kondo Naoki (近藤 直生), Ishizuka Kei (石塚 啓), Saito Shiro (斉藤 史郎) and Kajiwara Yumiko (梶原 ゆみ子) will remain as outside directors.
Reason for changeAfter clarifying the roles of outside directors, the structure will be revised to create an environment in which the Audit and Supervisory Committee can discuss and make decisions on important matters more quickly from the perspectives of auditing and supervision, and in which outside directors can more fully perform their oversight and advisory functions at Board meetings.
Reasons for appointmentAn alternate director will be elected in preparation for the possibility that the Company may lack a director serving as an Audit and Supervisory Committee Member.
Number of directors after the changenot disclosed (2 outside directors serving as Audit and Supervisory Committee Members and 3 outside directors who do not serve as Audit and Supervisory Committee Members)
Details of organizational changesCoordination between the Audit and Supervisory Committee and the Audit Office will be strengthened so that the Audit and Supervisory Committee can request investigations by the Audit Office and issue specific instructions. In addition, the Head of the Audit Office will be able to attend meetings of the Audit and Supervisory Committee at its request.
Subject to Approval by the General Meeting of ShareholdersRequired. The matter is scheduled to be submitted to the 162nd Annual General Meeting of Shareholders, scheduled for 26 June 2026.
Items this document does not state (4)
Number of shares held by the appointeeReason for departureFiling as an independent officerChange 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 strengthen oversight and advice concerning management, as well as auditing and supervision, and to improve the agility of the Audit and Supervisory Committee in light of the increasing diversity of management issues and the growing number and complexity of matters for deliberation accompanying changes in the management environment. To establish a structure in which all officers are committed to management as the new president, new management structure and new medium-term management plan get underway.

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Notice of Changes to Directors and Election of Substitute Directors Serving as Audit and Supervisory Committee Members | Tokuyama Corporation (4043) timely disclosure | Komori