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Changes in Officers5845ZENHOREN CO.,LTD.Financials (excluding banks)

Notice Concerning Changes to Some Director Candidates

With respect to the director candidates to be submitted to the Annual General Meeting of Shareholders scheduled for 24 June 2026, the Company has changed the candidates by removing Murakami Tokihiro (村上 時弘), nominated by Mitsubishi UFJ NICOS, and newly adding Takahashi Shu (髙橋 秀). Takahashi Shu (髙橋 秀) will not be an Outside Director and is expected to concurrently serve as a Senior Executive Officer of Mitsubishi UFJ NICOS.

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Who is moving to which position

Resolved 19 March 2026

Incoming appointee

6 items
Scheduled Appointment Date24 June 2026 (subject to election at the 25th Annual General Meeting of Shareholders)
Ikushima Shiro (生島 志朗)
Previous positionSenior Executive Officer, Head of Corporate Headquarters, General Manager of the Corporate Services Department and General Manager of the Corporate Planning Department
New positionDirector, Senior Executive Officer, Head of Corporate Headquarters, General Manager of the Corporate Services Department and General Manager of the Corporate Planning Department
Shimokuni Hiroki (下國 裕己)
Previous positionSenior Executive Officer, Head of Sales Headquarters, Head of Collections Headquarters, Head of Corporate Headquarters, General Manager of the Sales Planning Department and General Manager of the Corporate Planning Department
New positionDirector, Senior Executive Officer, Head of Operations Headquarters, Head of Corporate Headquarters and General Manager of the Corporate Planning Department
Takahashi Shu (髙橋 秀)
Previous positionNot disclosed
New positionDirectors
Matsumoto Takuo (松本 拓生)
Previous positionOutside directors
New positionOutside Director, Audit and Supervisory Committee Member
Suga Takashi (菅 隆志)
Previous positionOutside directors
New positionOutside Director, Audit and Supervisory Committee Member
Sugiyama Eri (杦山 栄理)
Previous positionOutside Corporate Auditor
New positionOutside Director, Audit and Supervisory Committee Member
Date of birthTakahashi Shu (髙橋 秀): born 27 May 1971; others: Not disclosed
Year joined the companyTakahashi Shu (髙橋 秀): 1994; others: Not disclosed
Because the names and counts do not correspond, they are shown as reported without linking the counts to individual names.

Departing officer

1 item
Murakami Tokihiro (村上 時弘)Stepping down
Former PositionDirectors
Whether the incumbent will remain in office (whether they will retain their position)

He will not remain on the Company's Board of Directors because he is being removed as a director candidate.

Directors after the change10Number
Shareholders’ meeting approvalRequired. A proposal for the election of directors is scheduled to be submitted to the 25th Annual General Meeting of Shareholders, scheduled for 24 June 2026.
Reason for change

Mitsubishi UFJ NICOS notified the Company that it wished to change its director candidate from Murakami Tokihiro (村上 時弘) to Takahashi Shu (髙橋 秀).

Reasons for appointment

Takahashi Shu (髙橋 秀) has extensive knowledge of the financial industry, management experience and a high level of expertise, and his appointment would contribute to establishing an appropriate management structure for realizing the synergies of the capital and business alliance.

Change in Corporate Governance Structure

Transition to a company with an audit and supervisory committee

Who is moving to which position
ItemDetails
Resolution date19 March 2026
Scheduled Appointment Date24 June 2026 (subject to election at the 25th Annual General Meeting of Shareholders)
Name of appointeeIkushima Shiro (生島 志朗), Shimokuni Hiroki (下國 裕己), Takahashi Shu (髙橋 秀), Matsumoto Takuo (松本 拓生), Suga Takashi (菅 隆志), Sugiyama Eri (杦山 栄理)
Appointee's new positionDirector, Senior Executive Officer, Head of Corporate Headquarters, General Manager of the Corporate Services Department and General Manager of the Corporate Planning Department, Director, Senior Executive Officer, Head of Operations Headquarters, Head of Corporate Headquarters and General Manager of the Corporate Planning Department, Directors, Outside Director, Audit and Supervisory Committee Member, Outside Director, Audit and Supervisory Committee Member, Outside Director, Audit and Supervisory Committee Member
Appointee's previous positionSenior Executive Officer, Head of Corporate Headquarters, General Manager of the Corporate Services Department and General Manager of the Corporate Planning Department, Senior Executive Officer, Head of Sales Headquarters, Head of Collections Headquarters, Head of Corporate Headquarters, General Manager of the Sales Planning Department and General Manager of the Corporate Planning Department, Not disclosed, Outside directors, Outside directors, Outside Corporate Auditor
Appointee's date of birthTakahashi Shu (髙橋 秀): born 27 May 1971; others: Not disclosed
Year the appointee joined the CompanyTakahashi Shu (髙橋 秀): 1994; others: Not disclosed
Name of departing officerMurakami Tokihiro (村上 時弘)
Former position of departing officerDirectors
Whether the incumbent will remain in officeHe will not remain on the Company's Board of Directors because he is being removed as a director candidate.
Reason for changeMitsubishi UFJ NICOS notified the Company that it wished to change its director candidate from Murakami Tokihiro (村上 時弘) to Takahashi Shu (髙橋 秀).
Reasons for appointmentTakahashi Shu (髙橋 秀) has extensive knowledge of the financial industry, management experience and a high level of expertise, and his appointment would contribute to establishing an appropriate management structure for realizing the synergies of the capital and business alliance.
Number of directors after the change10 directors (including 4 outside directors)
Change in Corporate Governance StructureTransition to a company with an audit and supervisory committee
Subject to Approval by the General Meeting of ShareholdersRequired. A proposal for the election of directors is scheduled to be submitted to the 25th Annual General Meeting of Shareholders, scheduled for 24 June 2026.
Items this document does not state (6)
Date of departureNumber of shares held by the appointeeNew position of departing officerReason for departureFiling as an independent officerDetails of organizational changes

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.

Mitsubishi UFJ NICOS notified the Company that it wished to change its director candidate from Murakami Tokihiro (村上 時弘) to Takahashi Shu (髙橋 秀), and the matter was deliberated by the Nomination and Compensation Committee. The Company also cited the aim of leveraging Takahashi Shu's (髙橋 秀) knowledge of the financial industry and management experience to enhance the synergies of the capital and business alliance.

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Notice Concerning Changes to Some Director Candidates | ZENHOREN CO.,LTD. (5845) timely disclosure | Komori