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Changes in Officers5711Mitsubishi Materials CorporationIron & Steel, Nonferrous Metals

Notice Regarding Changes to Directors, etc.

In preparation for the annual general meeting of shareholders scheduled for late June 2026, 1 outside director and 1 internal director will be newly nominated as candidates, and 1 outside director is scheduled to retire. The chair of the Board of Directors will also change, and the Sustainability Committee will be dissolved, with its functions consolidated under the Board of Directors.

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Who is moving to which position

Resolved 25 March 2026

Incoming appointee

2 items
Scheduled Appointment DateAfter the conclusion of the annual general meeting of shareholders scheduled for late June 2026. The appointment of the chair of the Board of Directors and the members of each committee is scheduled to be submitted to the Board of Directors following the conclusion of this general meeting.
Jason Frank
Previous positionManaging Director, ReAdapt Data Science (current)
New positionOutside Director
生年月日 Born 2 October 1971入社年 Not disclosed所有株式数 0 shares (record date Not disclosed)
Nogawa Makiko (野川 真木子)
Previous positionSenior Executive Officer, CHRO (current)
New positionDirector, Senior Executive Officer, CHRO
生年月日 Born 20 November 1971入社年 2021所有株式数 2,978 shares (record date: Not disclosed)

Departing officer

2 items
Date of departureUpon the conclusion of the Annual General Meeting of Shareholders scheduled for late June 2026
Ono Naoki (小野 直樹)Stepping down
Former PositionChair of the Board of Directors
Wakabayashi Tatsuo (若林 辰雄)Stepping down
Former PositionOutside Director
Whether the incumbent will remain in office (whether they will retain their position)

The departing directors are scheduled to retire upon the conclusion of this annual general meeting of shareholders, and there is no statement that they will remain on the Board of Directors.

Directors after the change10Number
Filing as an independent officerJason Frank is scheduled to be registered with the relevant exchange as an independent officer.
Shareholders’ meeting approvalYes. The director candidates are scheduled to be submitted to the annual general meeting of shareholders scheduled for late June 2026.
Details of organizational changes

The Sustainability Committee will be dissolved as part of the evolution of the Company's governance structure upon the conclusion of this annual general meeting of shareholders, with sustainability issues and overall management to be addressed centrally by the Board of Directors.

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 date25 March 2026
Scheduled Appointment DateAfter the conclusion of the annual general meeting of shareholders scheduled for late June 2026. The appointment of the chair of the Board of Directors and the members of each committee is scheduled to be submitted to the Board of Directors following the conclusion of this general meeting.
Date of departureUpon the conclusion of the Annual General Meeting of Shareholders scheduled for late June 2026
Name of appointeeJason Frank, Nogawa Makiko (野川 真木子)
Appointee's new positionOutside Director, Director, Senior Executive Officer, CHRO
Appointee's previous positionManaging Director, ReAdapt Data Science (current), Senior Executive Officer, CHRO (current)
Appointee's date of birthBorn 2 October 1971, Born 20 November 1971
Year the appointee joined the CompanyNot disclosed, 2021
Number of shares held by the appointee0 shares (record date Not disclosed), 2,978 shares (record date: Not disclosed)
Name of departing officerOno Naoki (小野 直樹), Wakabayashi Tatsuo (若林 辰雄)
Former position of departing officerChair of the Board of Directors, Outside Director
Whether the incumbent will remain in officeThe departing directors are scheduled to retire upon the conclusion of this annual general meeting of shareholders, and there is no statement that they will remain on the Board of Directors.
Number of directors after the change10 directors, including 7 outside directors.
Filing as an independent officerJason Frank is scheduled to be registered with the relevant exchange as an independent officer.
Details of organizational changesThe Sustainability Committee will be dissolved as part of the evolution of the Company's governance structure upon the conclusion of this annual general meeting of shareholders, with sustainability issues and overall management to be addressed centrally by the Board of Directors.
Subject to Approval by the General Meeting of ShareholdersYes. The director candidates are scheduled to be submitted to the annual general meeting of shareholders scheduled for late June 2026.
Items this document does not state (5)
New position of departing officerReason for departureReason for changeReasons for appointmentChange 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.

As the Board of Directors has evolved, it has become a structure in which sustainability issues and overall management are discussed and monitored by the Board as a whole. The Company therefore determined that it was appropriate to dissolve the Sustainability Committee and address these matters centrally through the Board of Directors.

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Notice Regarding Changes to Directors, etc. | Mitsubishi Materials Corporation (5711) timely disclosure | Komori