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Changes in Officers4494Vario Secure Inc.Information and Communications, Services and Others

Notice Regarding Changes in Representative Directors

As part of the business integration with HEROZ株式会社, Takahashi Tomohiro (髙橋 知裕) will become Representative Director and President, and current President Onoe Shoichi (斧江 章一) will retire. The new management structure is scheduled to take effect on 27 May 2026, subject to formal approval at the general meeting of shareholders and the subsequent Board of Directors meeting.

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Who is moving to which position

Resolved 19 May 2026

Incoming appointee

1 item
Scheduled Appointment DateScheduled for 27 May 2026 (subject to formal approval at the 11th Annual General Meeting of Shareholders scheduled for 27 May 2026 and the subsequent Board of Directors meeting)
Takahashi Tomohiro (髙橋 知裕)
New positionRepresentative Director and President
生年月日 30 December 1976所有株式数 - shares (record date: Not disclosed)

Departing officer

1 item
Date of departureScheduled for 27 May 2026
Onoe Shoichi (斧江 章一)Stepping down
Former PositionRepresentative Director, President and Head of Business Division
Reason for departure

Appointment following the expiration of the term of office

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

Will not remain on the Board of Directors

Directors after the change7Number
Filing as an independent officerPlanned
Shareholders’ meeting approvalRequired. Formal approval is scheduled to be obtained at the 11th Annual General Meeting of Shareholders scheduled for 27 May 2026 and the subsequent Board of Directors meeting. Proposal title: Not disclosed
Reason for change

This change is being made as part of the transition to a new management structure and the appointment following the expiration of the term of office, in connection with the notice announced on 14 April 2026, “Notice Regarding the Business Integration of HEROZ株式会社 and Vario Secure Inc. (Execution of a Share Exchange Agreement Relating to the Business Integration of HEROZ株式会社 and Vario Secure Inc.).”

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 date19 May 2026
Scheduled Appointment DateScheduled for 27 May 2026 (subject to formal approval at the 11th Annual General Meeting of Shareholders scheduled for 27 May 2026 and the subsequent Board of Directors meeting)
Date of departureScheduled for 27 May 2026
Name of appointeeTakahashi Tomohiro (髙橋 知裕)
Appointee's new positionRepresentative Director and President
Appointee's date of birth30 December 1976
Number of shares held by the appointee- shares (record date: Not disclosed)
Name of departing officerOnoe Shoichi (斧江 章一)
Former position of departing officerRepresentative Director, President and Head of Business Division
Reason for departureAppointment following the expiration of the term of office
Whether the incumbent will remain in officeWill not remain on the Board of Directors
Reason for changeThis change is being made as part of the transition to a new management structure and the appointment following the expiration of the term of office, in connection with the notice announced on 14 April 2026, “Notice Regarding the Business Integration of HEROZ株式会社 and Vario Secure Inc. (Execution of a Share Exchange Agreement Relating to the Business Integration of HEROZ株式会社 and Vario Secure Inc.).”
Number of directors after the change7 directors (including 3 outside directors)
Filing as an independent officerPlanned
Subject to Approval by the General Meeting of ShareholdersRequired. Formal approval is scheduled to be obtained at the 11th Annual General Meeting of Shareholders scheduled for 27 May 2026 and the subsequent Board of Directors meeting. Proposal title: Not disclosed
Items this document does not state (6)
Appointee's previous positionYear the appointee joined the CompanyNew position of departing officerReasons 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.

Appointment in connection with the transition to a new management structure accompanying the business integration with HEROZ株式会社 and the expiration of the current term of office.

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Notice Regarding Changes in Representative Directors | Vario Secure Inc. (4494) timely disclosure | Komori