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Governance6356NIPPON GEAR CO.,LTD.Machinery

Independent Officer Notification Form

As of 29 June 2026, 1 outside corporate auditor will retire, and 1 new outside officer will be designated. In connection with the planned transition to a company with an audit and supervisory committee, the positions and work arrangements of the outside officers will also change.

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Governance structure

Company with an Audit and Supervisory Committee (planned transition)
Controlling shareholder
No controlling shareholder or parent company is listed. Mita Shoten Co., Ltd.7.22%Voting rights

株式会社三田商店) is listed as a major shareholder holding 7.22% of voting rights, while GM INVESTMENTS Co., Ltd. (株式会社GM INVESTMENTS) is listed as a holding company holding 2.11% of voting rights.

When one company holds most of the voting rights, its wishes are more likely to prevail in management. How the interests of minority shareholders are protected is a key issue.

Number of directors6 (including 6 outside directors)
Number of independent officers3Number

This is the number of people reported to the exchange as independent officers. Whether someone is an outside officer and whether they qualify as independent are separate determinations.

Committee1
Audit and supervisory committee; proportion of outside committee members: not disclosed
Changes this time

Miyazaki Takenobu (宮崎武信) will retire as an outside corporate auditor, and Akiyama Mitsunori (秋山満則) will be newly designated as an outside officer. Nishimura Itaru (西村至) will become an outside director and full-time audit and supervisory committee member, changing from part-time to full-time. Moriwaki Kimiko (森脇仁子) will change from outside corporate auditor to outside director and audit and supervisory committee member. Mita Yoshiyuki (三田義之) will change from outside corporate auditor to outside director. These changes are in connection with the planned transition to a company with an audit and supervisory committee.

Governance structure
ItemDetails
Corporate Governance StructureCompany with an Audit and Supervisory Committee (planned transition)
Number of directors6 (including 6 outside directors)
Number of independent officers3
CommitteeAudit and supervisory committee; proportion of outside committee members: not disclosed
Controlling shareholderNo controlling shareholder or parent company is listed. Mita Shoten Co., Ltd. (株式会社三田商店) is listed as a major shareholder holding 7.22% of voting rights, while GM INVESTMENTS Co., Ltd. (株式会社GM INVESTMENTS) is listed as a holding company holding 2.11% of voting rights.
Changes this timeMiyazaki Takenobu (宮崎武信) will retire as an outside corporate auditor, and Akiyama Mitsunori (秋山満則) will be newly designated as an outside officer. Nishimura Itaru (西村至) will become an outside director and full-time audit and supervisory committee member, changing from part-time to full-time. Moriwaki Kimiko (森脇仁子) will change from outside corporate auditor to outside director and audit and supervisory committee member. Mita Yoshiyuki (三田義之) will change from outside corporate auditor to outside director. These changes are in connection with the planned transition to a company with an audit and supervisory committee.
Items this document does not state (2)
Policy on cross-shareholdingsTakeover defenses

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 retirement of Miyazaki Takenobu (宮崎武信) upon expiration of his term, the designation of Akiyama Mitsunori (秋山満則), and the submission of a proposal at the Annual General Meeting of Shareholders to transition to a company with an audit and supervisory committee.

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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.
Independent Officer Notification Form | NIPPON GEAR CO.,LTD. (6356) timely disclosure | Komori