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Changes in Officers5133Terilogy Holdings CorporationInformation and Communications, Services and Others

Notice Concerning the Selection of Candidates for Directors and Audit & Supervisory Board Members

At the annual general meeting of shareholders scheduled for 23 June 2026, proposals will be submitted for the reappointment of 5 directors and the election of 3 Audit & Supervisory Board members. Accordingly, 3 Audit & Supervisory Board members whose terms will expire are expected to retire, and 3 new Audit & Supervisory Board members are expected to take office.

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Who is moving to which position

Resolved 21 May 2026

Incoming appointee

3 items
Scheduled Appointment DateAt the conclusion of the 4th annual general meeting of shareholders scheduled for 23 June 2026, subject to approval at the general meeting
Suzuki Yoshihiro (鈴木 禎宏)
Previous positionログイット株式会社, director (currently serving)
New positionCandidate for Audit & Supervisory Board member
生年月日 27 December 1962入社年 1984
Ito Takashi (伊東 孝)
Previous position小笠原国際総合法律事務所, partner (currently serving)
New positionCandidate for outside corporate auditor
生年月日 6 June 1972入社年 1996
Maeda Kimiko (前田 公子)
Previous position前田公認会計士事務所, established own practice (currently serving)
New positionCandidate for outside corporate auditor
生年月日 30 August 1970入社年 Not disclosed

Departing officer

3 items
Date of departure23 June 2026
Yoshida Seiji (吉田 清滋)Next role stated
Former PositionFull-time Audit & Supervisory Board Member
New positionRetirement
Sato Hiroshi (佐藤 宏)Next role stated
Former PositionOutside Corporate Auditor
New positionRetirement
Toyama Katsuho (外山 勝保)Next role stated
Former PositionOutside Corporate Auditor
New positionRetirement

“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 continue in office

Directors after the change5Number
Filing as an independent officerIto Takashi (伊東 孝) and Maeda Kimiko (前田 公子) are expected to be reported to the Tokyo Stock Exchange as independent officers
Shareholders’ meeting approvalRequired. Proposal for the election of 5 director candidates and 3 Audit & Supervisory Board member candidates at the 4th annual general meeting of shareholders, scheduled for 23 June 2026
Reason for change

The terms of the 3 incumbent Audit & Supervisory Board members will expire at the conclusion of the 4th annual general meeting of shareholders.

Reasons for appointment

To apply extensive knowledge of the IT industry and experience as a corporate manager, including serving as president of a group company, to auditing, Possesses legal expertise as an attorney, an understanding of corporate practice, and experience as an outside Audit & Supervisory Board member and a director serving on an Audit & Supervisory Committee, Possesses specialized knowledge of finance and accounting as a certified public accountant, as well as experience in auditing, internal controls and management

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 May 2026
Scheduled Appointment DateAt the conclusion of the 4th annual general meeting of shareholders scheduled for 23 June 2026, subject to approval at the general meeting
Date of departure23 June 2026
Name of appointeeSuzuki Yoshihiro (鈴木 禎宏), Ito Takashi (伊東 孝), Maeda Kimiko (前田 公子)
Appointee's new positionCandidate for Audit & Supervisory Board member, Candidate for outside corporate auditor, Candidate for outside corporate auditor
Appointee's previous positionログイット株式会社, director (currently serving), 小笠原国際総合法律事務所, partner (currently serving), 前田公認会計士事務所, established own practice (currently serving)
Appointee's date of birth27 December 1962, 6 June 1972, 30 August 1970
Year the appointee joined the Company1984, 1996, Not disclosed
Name of departing officerYoshida Seiji (吉田 清滋), Sato Hiroshi (佐藤 宏), Toyama Katsuho (外山 勝保)
Former position of departing officerFull-time Audit & Supervisory Board Member, Outside Corporate Auditor, Outside Corporate Auditor
New position of departing officerRetirement, Retirement, Retirement
Reason for departureExpiration of term
Whether the incumbent will remain in officeWill not continue in office
Reason for changeThe terms of the 3 incumbent Audit & Supervisory Board members will expire at the conclusion of the 4th annual general meeting of shareholders.
Reasons for appointmentTo apply extensive knowledge of the IT industry and experience as a corporate manager, including serving as president of a group company, to auditing, Possesses legal expertise as an attorney, an understanding of corporate practice, and experience as an outside Audit & Supervisory Board member and a director serving on an Audit & Supervisory Committee, Possesses specialized knowledge of finance and accounting as a certified public accountant, as well as experience in auditing, internal controls and management
Number of directors after the change5 (including 1 Outside Director)
Filing as an independent officerIto Takashi (伊東 孝) and Maeda Kimiko (前田 公子) are expected to be reported to the Tokyo Stock Exchange as independent officers
Subject to Approval by the General Meeting of ShareholdersRequired. Proposal for the election of 5 director candidates and 3 Audit & Supervisory Board member candidates at the 4th annual general meeting of shareholders, scheduled for 23 June 2026
Items this document does not state (3)
Number of shares held by the appointeeDetails 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 appointments are being made due to the expiration of the terms of the directors and Audit & Supervisory Board members. The new Audit & Supervisory Board members are expected to apply their expertise in areas including IT, legal affairs, finance and accounting, as well as their experience in corporate management and auditing.

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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Selection of Candidates for Directors and Audit & Supervisory Board Members | Terilogy Holdings Corporation (5133) timely disclosure | Komori