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Changes in Officers5256Fusic Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Selection of Candidates for Director and Audit & Supervisory Board Member and the Revision of Audit & Supervisory Board Member Compensation

Although the terms of office of all 4 directors and 3 Audit & Supervisory Board members will expire, proposals to reappoint all of them will be submitted to the Annual General Meeting of Shareholders. At the same time, the annual cap on Audit & Supervisory Board member compensation will be raised from no more than ¥15 million to no more than ¥20 million.

Worth reading
38Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
2000
¥10,000s (annual cap on statutory auditors’ remuneration)
Wording
Conditional
How definitive the wording is.

Who is moving to which position

Resolved 20 August 2026

Departing officer

1 item
Date of departureAt the close of the 23rd Annual General Meeting of Shareholders, scheduled for 25 September 2026 (all 4 directors and all 3 Audit & Supervisory Board members)
Nōtomi Sadayoshi (納富 貞嘉), Hamazaki Yōichirō (濱﨑 陽一郎), Yasuura Hiroto (安浦 寛人), Nakamura Yōji (中村 陽二), Kuribayashi Kinue (栗林 絹江), Kashiwagi Kaishi (柏木 街史), Nishihara Ryūga (西原 隆雅)Next role stated
Former PositionNōtomi Sadayoshi (納富 貞嘉): Representative Director and President; Hamazaki Yōichirō (濱﨑 陽一郎): Director and Executive Vice President; Yasuura Hiroto (安浦 寛人): Outside Director; Nakamura Yōji (中村 陽二): Outside Director; Kuribayashi Kinue (栗林 絹江): Outside Audit & Supervisory Board Member; Kashiwagi Kaishi (柏木 街史): Outside Audit & Supervisory Board Member; Nishihara Ryūga (西原 隆雅): Outside Audit & Supervisory Board Member
New positionNōtomi Sadayoshi (納富 貞嘉): Representative Director and President; Hamazaki Yōichirō (濱﨑 陽一郎): Director and Executive Vice President; Yasuura Hiroto (安浦 寛人): Outside Director; Nakamura Yōji (中村 陽二): Outside Director; Kuribayashi Kinue (栗林 絹江): Outside Audit & Supervisory Board Member; Kashiwagi Kaishi (柏木 街史): Outside Audit & Supervisory Board Member; Nishihara Ryūga (西原 隆雅): Outside Audit & Supervisory Board Member (all are expected to be reappointed)

“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.

Scheduled Appointment DateAt the close of the 23rd Annual General Meeting of Shareholders, scheduled for 25 September 2026 (subject to approval of the election proposals at the shareholders meeting)
Reason for departure

Expiration of term

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

All are expected to continue in office

Directors after the change4Number
Filing as an independent officerIf their reappointments are approved, the Company plans to continue designating director candidates Yasuura Hiroto (安浦 寛人) and Nakamura Yōji (中村 陽二), and Audit & Supervisory Board member candidates Kuribayashi Kinue (栗林 絹江), Kashiwagi Kaishi (柏木 街史) and Nishihara Ryūga (西原 隆雅) as independent officers.
Shareholders’ meeting approvalRequired. At the 23rd Annual General Meeting of Shareholders, scheduled for 25 September 2026, the Company plans to submit proposals for the election of 4 directors, the election of 3 Audit & Supervisory Board members, and the revision of Audit & Supervisory Board member compensation.
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 August 2026
Scheduled Appointment DateAt the close of the 23rd Annual General Meeting of Shareholders, scheduled for 25 September 2026 (subject to approval of the election proposals at the shareholders meeting)
Date of departureAt the close of the 23rd Annual General Meeting of Shareholders, scheduled for 25 September 2026 (all 4 directors and all 3 Audit & Supervisory Board members)
Name of departing officerNōtomi Sadayoshi (納富 貞嘉), Hamazaki Yōichirō (濱﨑 陽一郎), Yasuura Hiroto (安浦 寛人), Nakamura Yōji (中村 陽二), Kuribayashi Kinue (栗林 絹江), Kashiwagi Kaishi (柏木 街史), Nishihara Ryūga (西原 隆雅)
Former position of departing officerNōtomi Sadayoshi (納富 貞嘉): Representative Director and President; Hamazaki Yōichirō (濱﨑 陽一郎): Director and Executive Vice President; Yasuura Hiroto (安浦 寛人): Outside Director; Nakamura Yōji (中村 陽二): Outside Director; Kuribayashi Kinue (栗林 絹江): Outside Audit & Supervisory Board Member; Kashiwagi Kaishi (柏木 街史): Outside Audit & Supervisory Board Member; Nishihara Ryūga (西原 隆雅): Outside Audit & Supervisory Board Member
New position of departing officerNōtomi Sadayoshi (納富 貞嘉): Representative Director and President; Hamazaki Yōichirō (濱﨑 陽一郎): Director and Executive Vice President; Yasuura Hiroto (安浦 寛人): Outside Director; Nakamura Yōji (中村 陽二): Outside Director; Kuribayashi Kinue (栗林 絹江): Outside Audit & Supervisory Board Member; Kashiwagi Kaishi (柏木 街史): Outside Audit & Supervisory Board Member; Nishihara Ryūga (西原 隆雅): Outside Audit & Supervisory Board Member (all are expected to be reappointed)
Reason for departureExpiration of term
Whether the incumbent will remain in officeAll are expected to continue in office
Number of directors after the change4 directors (including 2 outside directors)
Filing as an independent officerIf their reappointments are approved, the Company plans to continue designating director candidates Yasuura Hiroto (安浦 寛人) and Nakamura Yōji (中村 陽二), and Audit & Supervisory Board member candidates Kuribayashi Kinue (栗林 絹江), Kashiwagi Kaishi (柏木 街史) and Nishihara Ryūga (西原 隆雅) as independent officers.
Subject to Approval by the General Meeting of ShareholdersRequired. At the 23rd Annual General Meeting of Shareholders, scheduled for 25 September 2026, the Company plans to submit proposals for the election of 4 directors, the election of 3 Audit & Supervisory Board members, and the revision of Audit & Supervisory Board member compensation.
Items this document does not state (10)
Name of appointeeAppointee's new positionAppointee's previous positionAppointee's date of birthYear the appointee joined the CompanyNumber of shares held by the appointeeReason for changeReasons 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.

The Company will revise Audit & Supervisory Board member compensation in light of significant changes in the business environment in recent years and the increased responsibilities and expected roles of Audit & Supervisory Board members as the Company seeks to further strengthen corporate governance.

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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 Director and Audit & Supervisory Board Member and the Revision of Audit & Supervisory Board Member Compensation | Fusic Co.,Ltd. (5256) timely disclosure | Komori