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Changes in Officers5574ABEJA,Inc.Information and Communications, Services and Others

Notice Regarding Changes in Representative Directors and Executive Appointments

Effective 25 November 2026, the company plans to adopt a structure with 6 of the 7 directors appointed, and Naoki Tonoki (外木直樹) is scheduled to become Representative Director and COO. Current Representative Director and COO Motohiro Koma (小間基裕) will retire as a director upon completion of his term and is scheduled to become an adviser (Senior Fellow).

Worth reading
59In focus
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
1
Decrease in directors (from 7 to 6)
Wording
Conditional
How definitive the wording is.

Who is moving to which position

Resolved 22 October 2026

Incoming appointee

3 items
Scheduled Appointment Date25 November 2026 (after the conclusion of the 14th Annual General Meeting of Shareholders. The appointment of the Representative Director is scheduled to be formally decided subject to approval of the director-election proposal at the same meeting and a resolution of the Board of Directors after the meeting concludes)
Naoki Tonoki (外木直樹)
Previous positionDirector and CSO
New positionRepresentative Director and COO
生年月日 Naoki Tonoki (外木直樹): 23 April 1988所有株式数 Naoki Tonoki (外木直樹): 287,483 shares
Tokiko Shimizu (清水季子)
Previous position— (candidate for a newly appointed director)
New positionOutside directors
生年月日 Tokiko Shimizu (清水季子): 1 April 1965所有株式数 Tokiko Shimizu (清水季子): —
Makio Miyagawa (宮川眞喜雄)
Previous position— (candidate for a newly appointed director)
New positionOutside directors
生年月日 Makio Miyagawa (宮川眞喜雄): 6 January 1951所有株式数 Makio Miyagawa (宮川眞喜雄): —
Year joined the companyNaoki Tonoki (外木直樹): 2013. Tokiko Shimizu (清水季子), Makio Miyagawa (宮川眞喜雄): Not disclosed (no employment history with the company stated)
Because the names and counts do not correspond, they are shown as reported without linking the counts to individual names.

Departing officer

3 items
Date of departure25 November 2026 (at the conclusion of the 14th Annual General Meeting of Shareholders)
Motohiro Koma (小間基裕)Next role stated
Former PositionRepresentative Director and COO
New positionAdviser (Senior Fellow)
Kazuki Hanabusa (英一樹)Next role stated
Former PositionDirector and CFO
New positionGeneral Manager (responsible for corporate functions, including accounting, general affairs and legal affairs)
Tanaka Kunihiro (田中邦裕)Stepping down
Former PositionOutside directors
New positionNot disclosed

“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

Motohiro Koma (小間基裕): term completed at his own request. Kazuki Hanabusa (英一樹), Kunihiro Tanaka (田中邦裕): Not disclosed.

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

Motohiro Koma (小間基裕), Kazuki Hanabusa (英一樹) and Kunihiro Tanaka (田中邦裕) will all leave the Board of Directors. Motohiro Koma (小間基裕) is scheduled to become an adviser (Senior Fellow), and Kazuki Hanabusa (英一樹) is scheduled to become a general manager.

Directors after the change6Number
Filing as an independent officerKoji Asano (麻野耕司), Tokiko Shimizu (清水季子) and Makio Miyagawa (宮川眞喜雄) are candidates for independent officers.
Shareholders’ meeting approvalRequired. A proposal for the appointment of directors will be submitted to the 14th Annual General Meeting of Shareholders scheduled for 25 November 2026. The selection of the Representative Director is subject to approval of the director-election proposal at the same meeting and a resolution of the Board of Directors after the meeting concludes.
Reason for change

The composition of the Representative Directors will change as Representative Director and COO Motohiro Koma (小間基裕) retires as a director upon completion of his term at the conclusion of this Annual General Meeting of Shareholders, at his own request. Naoki Tonoki (外木直樹), who will serve as his successor, is scheduled to be newly selected as Representative Director and COO, having been judged suitable for the position after comprehensive consideration of his experience, track record and other factors.

Reasons for appointment

Individual reasons for the appointment of Koji Asano (麻野耕司), Atsushi Miya (宮淳), Tokiko Shimizu (清水季子) and Makio Miyagawa (宮川眞喜雄): Not disclosed. Naoki Tonoki (外木直樹) was judged suitable for the position of Representative Director after comprehensive consideration of his experience, track record and other factors.

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 date22 October 2026
Scheduled Appointment Date25 November 2026 (after the conclusion of the 14th Annual General Meeting of Shareholders. The appointment of the Representative Director is scheduled to be formally decided subject to approval of the director-election proposal at the same meeting and a resolution of the Board of Directors after the meeting concludes)
Date of departure25 November 2026 (at the conclusion of the 14th Annual General Meeting of Shareholders)
Name of appointeeNaoki Tonoki (外木直樹), Tokiko Shimizu (清水季子), Makio Miyagawa (宮川眞喜雄)
Appointee's new positionRepresentative Director and COO, Outside directors, Outside directors
Appointee's previous positionDirector and CSO, — (candidate for a newly appointed director), — (candidate for a newly appointed director)
Appointee's date of birthNaoki Tonoki (外木直樹): 23 April 1988, Tokiko Shimizu (清水季子): 1 April 1965, Makio Miyagawa (宮川眞喜雄): 6 January 1951
Year the appointee joined the CompanyNaoki Tonoki (外木直樹): 2013. Tokiko Shimizu (清水季子), Makio Miyagawa (宮川眞喜雄): Not disclosed (no employment history with the company stated)
Number of shares held by the appointeeNaoki Tonoki (外木直樹): 287,483 shares, Tokiko Shimizu (清水季子): —, Makio Miyagawa (宮川眞喜雄): —
Name of departing officerMotohiro Koma (小間基裕), Kazuki Hanabusa (英一樹), Tanaka Kunihiro (田中邦裕)
Former position of departing officerRepresentative Director and COO, Director and CFO, Outside directors
New position of departing officerAdviser (Senior Fellow), General Manager (responsible for corporate functions, including accounting, general affairs and legal affairs), Not disclosed
Reason for departureMotohiro Koma (小間基裕): term completed at his own request. Kazuki Hanabusa (英一樹), Kunihiro Tanaka (田中邦裕): Not disclosed.
Whether the incumbent will remain in officeMotohiro Koma (小間基裕), Kazuki Hanabusa (英一樹) and Kunihiro Tanaka (田中邦裕) will all leave the Board of Directors. Motohiro Koma (小間基裕) is scheduled to become an adviser (Senior Fellow), and Kazuki Hanabusa (英一樹) is scheduled to become a general manager.
Reason for changeThe composition of the Representative Directors will change as Representative Director and COO Motohiro Koma (小間基裕) retires as a director upon completion of his term at the conclusion of this Annual General Meeting of Shareholders, at his own request. Naoki Tonoki (外木直樹), who will serve as his successor, is scheduled to be newly selected as Representative Director and COO, having been judged suitable for the position after comprehensive consideration of his experience, track record and other factors.
Reasons for appointmentIndividual reasons for the appointment of Koji Asano (麻野耕司), Atsushi Miya (宮淳), Tokiko Shimizu (清水季子) and Makio Miyagawa (宮川眞喜雄): Not disclosed. Naoki Tonoki (外木直樹) was judged suitable for the position of Representative Director after comprehensive consideration of his experience, track record and other factors.
Number of directors after the change6 (including 4 outside directors)
Filing as an independent officerKoji Asano (麻野耕司), Tokiko Shimizu (清水季子) and Makio Miyagawa (宮川眞喜雄) are candidates for independent officers.
Subject to Approval by the General Meeting of ShareholdersRequired. A proposal for the appointment of directors will be submitted to the 14th Annual General Meeting of Shareholders scheduled for 25 November 2026. The selection of the Representative Director is subject to approval of the director-election proposal at the same meeting and a resolution of the Board of Directors after the meeting concludes.
Items this document does not state (2)
Details 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 composition of the Representative Directors will change as Representative Director and COO Motohiro Koma (小間基裕) retires as a director upon completion of his term at his own request. The company states that it determined Naoki Tonoki (外木直樹) to be suitable for the position of Representative Director after comprehensively considering his experience, track record and other factors.

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Notice Regarding Changes in Representative Directors and Executive Appointments | ABEJA,Inc. (5574) timely disclosure | Komori