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Changes in Officers4169ENECHANGE Ltd.Information and Communications, Services and Others

Notice Regarding the Proposed Management Structure for the 12th Fiscal Year

As the terms of office of all 4 directors will expire upon the conclusion of the 11th Annual General Meeting of Shareholders, a structure has been provisionally approved to reappoint the same 4 individuals as directors for the 12th fiscal year. The structure comprising a Representative Director and CEO, a Representative Director and Chairman, and 4 directors, including 2 outside directors, will be maintained.

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Who is moving to which position

Resolved 20 May 2026

Incoming appointee

4 items
Scheduled Appointment DateAt the conclusion of the 11th Annual General Meeting of Shareholders, scheduled for 23 June 2026. The appointments are expected to be formally determined following approval at the meeting.
Maruoka Tomoya (丸岡 智也)
Previous positionRepresentative Director and CEO
New positionRepresentative Director and CEO
Hirata Masayoshi (平田 政善)
Previous positionRepresentative director and chairman
New positionRepresentative director and chairman
Adachi Kensuke (安達 健祐)
Previous positionOutside directors
New positionOutside directors
Fujita Kenichi (藤田 研一)
Previous positionOutside directors
New positionOutside directors

Departing officer

4 items
Date of departureAt the conclusion of the 11th Annual General Meeting of Shareholders, when the terms of office of all 4 incumbent directors expire
Maruoka Tomoya (丸岡 智也)Next role stated
Former PositionRepresentative Director and CEO
New positionRepresentative Director and CEO
Hirata Masayoshi (平田 政善)Next role stated
Former PositionRepresentative director and chairman
New positionRepresentative director and chairman
Adachi Kensuke (安達 健祐)Next role stated
Former PositionOutside directors
New positionOutside directors
Fujita Kenichi (藤田 研一)Next role stated
Former PositionOutside directors
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.

Reason for departure

Expiration of term

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

Will continue in office (reappointment planned)

Directors after the change4Number
Filing as an independent officerIf reappointed, Adachi Kensuke (安達 健祐) and Fujita Kenichi (藤田 研一) are expected to continue to be registered with the Tokyo Stock Exchange as independent officers.
Shareholders’ meeting approvalRequired. Formal approval is expected following approval of the director election proposal at the 11th Annual General Meeting of Shareholders, scheduled for 23 June 2026.
Reason for change

To maintain the separation of management oversight and execution functions

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 DateAt the conclusion of the 11th Annual General Meeting of Shareholders, scheduled for 23 June 2026. The appointments are expected to be formally determined following approval at the meeting.
Date of departureAt the conclusion of the 11th Annual General Meeting of Shareholders, when the terms of office of all 4 incumbent directors expire
Name of appointeeMaruoka Tomoya (丸岡 智也), Hirata Masayoshi (平田 政善), Adachi Kensuke (安達 健祐), Fujita Kenichi (藤田 研一)
Appointee's new positionRepresentative Director and CEO, Representative director and chairman, Outside directors, Outside directors
Appointee's previous positionRepresentative Director and CEO, Representative director and chairman, Outside directors, Outside directors
Name of departing officerMaruoka Tomoya (丸岡 智也), Hirata Masayoshi (平田 政善), Adachi Kensuke (安達 健祐), Fujita Kenichi (藤田 研一)
Former position of departing officerRepresentative Director and CEO, Representative director and chairman, Outside directors, Outside directors
New position of departing officerRepresentative Director and CEO, Representative director and chairman, Outside directors, Outside directors
Reason for departureExpiration of term
Whether the incumbent will remain in officeWill continue in office (reappointment planned)
Reason for changeTo maintain the separation of management oversight and execution functions
Number of directors after the change4 (including 2 outside directors)
Filing as an independent officerIf reappointed, Adachi Kensuke (安達 健祐) and Fujita Kenichi (藤田 研一) are expected to continue to be registered with the Tokyo Stock Exchange as independent officers.
Subject to Approval by the General Meeting of ShareholdersRequired. Formal approval is expected following approval of the director election proposal at the 11th Annual General Meeting of Shareholders, scheduled for 23 June 2026.
Items this document does not state (6)
Appointee's date of birthYear the appointee joined the CompanyNumber of shares held by the appointeeReasons 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 maintain and strengthen a robust governance structure by maintaining the separation of management oversight and execution functions and further reinforcing the separation between management and execution.

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Notice Regarding the Proposed Management Structure for the 12th Fiscal Year | ENECHANGE Ltd. (4169) timely disclosure | Komori