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Changes in Officers6072ERTH Group Co.,Ltd.Information and Communications, Services and Others

Notice Concerning Changes in Officers

Following the Annual General Meeting of Shareholders scheduled for 26 June 2026, the Company will transition to a structure comprising 6 directors and 1 Audit & Supervisory Board Member. While 4 new directors and 1 new Audit & Supervisory Board Member will be appointed, 2 directors and 1 outside Audit & Supervisory Board Member will retire upon the expiration of their terms, and some internal directors are scheduled to change to executive officers.

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Who is moving to which position

Resolved 14 May 2026

Incoming appointee

5 items
Scheduled Appointment Date26 June 2026 (to be formally decided at the 18th Annual General Meeting of Shareholders and the meeting of the Board of Directors to be held afterward)
Nakamura Tomoki (中村 與希)
Previous positionDirector and COO of 株式会社Kaihou (currently serving), among other positions
New positionDirectors
生年月日 6 July 1985入社年 2008
Yasuda Shiho (保田 志穂)
Previous position桜田通り総合法律事務所 (currently serving), Outside Audit & Supervisory Board Member of 株式会社SKY (currently serving), among other positions
New positionOutside Directors
生年月日 7 January 1966入社年 1988
Nakao Rei Isabel (中尾 麗イザベル)
Previous positionOutside Director of 株式会社エルライン (currently serving), Director and CFO of BlueBank株式会社, among other positions
New positionOutside Directors
生年月日 22 December 1981入社年 2007
Imura Toshiya (井村 俊哉)
Previous positionRepresentative Director of 株式会社Zeppy (currently serving); Representative Director of 株式会社Kaihou (currently serving)
New positionOutside Directors
生年月日 10 September 1984入社年 Not disclosed
Tamaki Hitoshi (玉城 均)
Previous positionExecutive Officer and General Manager of the General Affairs Department (currently serving)
New positionStatutory Auditors
生年月日 12 November 1969入社年 1992

Departing officer

3 items
Date of departure26 June 2026 (at the conclusion of the Annual General Meeting of Shareholders)
Takase Hideto (髙瀬 秀人)Next role stated
Former PositionDirector; Head of Corporate Planning Department
New positionExecutive Officer and General Manager of the General Affairs Department
Kimata Mika (木全 美加)Next role stated
Former PositionOutside Directors
New positionLeaving office upon completion of the term of office
Ozawa Hiroyuki (小澤 宏之)Next role stated
Former PositionOutside Corporate Auditor
New positionLeaving office upon completion of the term of office

“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

Leaving office upon completion of the term of office

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

Takase Hideto (髙瀬 秀人) is scheduled to become Executive Officer and General Manager of the General Affairs Department after retiring as a director. Kimata Mika (木全 美加) and Ozawa Hiroyuki (小澤 宏之) will retire.

Directors after the change6Number
Filing as an independent officerImura Toshiya (井村 俊哉) does not meet the requirements for an independent officer prescribed by the Company. Other planned filings: Not disclosed.
Shareholders’ meeting approvalRequired. Proposals for the election of director and Audit & Supervisory Board Member candidates will be submitted to the 18th Annual General Meeting of Shareholders, scheduled for 26 June 2026.
Reason for change

Nakamura Tomoki (中村 與希) was judged capable of contributing to the formulation of business strategies, execution of organizational management, sustainable growth and the enhancement of corporate value, based on his extensive practical experience and deep insight. Yasuda Shiho (保田 志穂) was judged capable of providing highly effective oversight and useful advice, based on her combined specialized knowledge of finance and law and practical experience in auditing and supervision. Nakao Rei Isabel (中尾 麗イザベル) was judged capable of contributing to strengthening corporate governance and enhancing corporate value, based on her knowledge of capital policy, M&A, IR and corporate governance. Imura Toshiya (井村 俊哉) was judged capable of exercising an oversight function that contributes to enhancing corporate value through advice from the perspective of shareholders and investors and his knowledge of the capital markets.

Reasons for appointment

Yasuda Shiho (保田 志穂) was judged capable of providing highly effective oversight and useful advice from an independent and objective position, drawing on her combined specialized knowledge of finance and law and practical experience in auditing and supervision during corporate crises. Nakao Rei Isabel (中尾 麗イザベル) was judged capable of contributing to strengthening corporate governance and enhancing corporate value through multifaceted and objective advice to management. Imura Toshiya (井村 俊哉) was judged capable of exercising a highly effective oversight function based on advice to management from the perspective of shareholders and investors and his knowledge of the capital markets.

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 date14 May 2026
Scheduled Appointment Date26 June 2026 (to be formally decided at the 18th Annual General Meeting of Shareholders and the meeting of the Board of Directors to be held afterward)
Date of departure26 June 2026 (at the conclusion of the Annual General Meeting of Shareholders)
Name of appointeeNakamura Tomoki (中村 與希), Yasuda Shiho (保田 志穂), Nakao Rei Isabel (中尾 麗イザベル), Imura Toshiya (井村 俊哉), Tamaki Hitoshi (玉城 均)
Appointee's new positionDirectors, Outside Directors, Outside Directors, Outside Directors, Statutory Auditors
Appointee's previous positionDirector and COO of 株式会社Kaihou (currently serving), among other positions, 桜田通り総合法律事務所 (currently serving), Outside Audit & Supervisory Board Member of 株式会社SKY (currently serving), among other positions, Outside Director of 株式会社エルライン (currently serving), Director and CFO of BlueBank株式会社, among other positions, Representative Director of 株式会社Zeppy (currently serving); Representative Director of 株式会社Kaihou (currently serving), Executive Officer and General Manager of the General Affairs Department (currently serving)
Appointee's date of birth6 July 1985, 7 January 1966, 22 December 1981, 10 September 1984, 12 November 1969
Year the appointee joined the Company2008, 1988, 2007, Not disclosed, 1992
Name of departing officerTakase Hideto (髙瀬 秀人), Kimata Mika (木全 美加), Ozawa Hiroyuki (小澤 宏之)
Former position of departing officerDirector; Head of Corporate Planning Department, Outside Directors, Outside Corporate Auditor
New position of departing officerExecutive Officer and General Manager of the General Affairs Department, Leaving office upon completion of the term of office, Leaving office upon completion of the term of office
Reason for departureLeaving office upon completion of the term of office
Whether the incumbent will remain in officeTakase Hideto (髙瀬 秀人) is scheduled to become Executive Officer and General Manager of the General Affairs Department after retiring as a director. Kimata Mika (木全 美加) and Ozawa Hiroyuki (小澤 宏之) will retire.
Reason for changeNakamura Tomoki (中村 與希) was judged capable of contributing to the formulation of business strategies, execution of organizational management, sustainable growth and the enhancement of corporate value, based on his extensive practical experience and deep insight. Yasuda Shiho (保田 志穂) was judged capable of providing highly effective oversight and useful advice, based on her combined specialized knowledge of finance and law and practical experience in auditing and supervision. Nakao Rei Isabel (中尾 麗イザベル) was judged capable of contributing to strengthening corporate governance and enhancing corporate value, based on her knowledge of capital policy, M&A, IR and corporate governance. Imura Toshiya (井村 俊哉) was judged capable of exercising an oversight function that contributes to enhancing corporate value through advice from the perspective of shareholders and investors and his knowledge of the capital markets.
Reasons for appointmentYasuda Shiho (保田 志穂) was judged capable of providing highly effective oversight and useful advice from an independent and objective position, drawing on her combined specialized knowledge of finance and law and practical experience in auditing and supervision during corporate crises. Nakao Rei Isabel (中尾 麗イザベル) was judged capable of contributing to strengthening corporate governance and enhancing corporate value through multifaceted and objective advice to management. Imura Toshiya (井村 俊哉) was judged capable of exercising a highly effective oversight function based on advice to management from the perspective of shareholders and investors and his knowledge of the capital markets.
Number of directors after the change6 (including 3 outside directors)
Filing as an independent officerImura Toshiya (井村 俊哉) does not meet the requirements for an independent officer prescribed by the Company. Other planned filings: Not disclosed.
Subject to Approval by the General Meeting of ShareholdersRequired. Proposals for the election of director and Audit & Supervisory Board Member candidates will be submitted to the 18th Annual General Meeting of Shareholders, scheduled for 26 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.

Nakamura Tomoki (中村 與希) is expected to contribute to the formulation of business strategies, organizational management, sustainable growth and the enhancement of corporate value. Yasuda Shiho (保田 志穂) is expected to provide highly effective oversight and advice by drawing on her specialized knowledge of finance and law and her experience in auditing and supervision. Nakao Rei Isabel (中尾 麗イザベル) is expected to contribute to strengthening corporate governance and enhancing corporate value. Imura Toshiya (井村 俊哉) is expected to contribute to enhancing corporate value through advice from the perspective of shareholders and investors and his knowledge of the capital markets. Tamaki Hitoshi (玉城 均) was judged capable of appropriately performing his duties as an Audit & Supervisory Board Member by drawing on his knowledge of internal controls and legal compliance. The retiring members will retire upon the expiration of their terms.

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Notice Concerning Changes in Officers | ERTH Group Co.,Ltd. (6072) timely disclosure | Komori