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Changes in Officers7524MARCHE CORPORATIONRetail

Notice Regarding the Scheduled Change in Representative Directors and the Governance Structure Following the Change in Parent Company

Morishita Atsushi (森下 篤史) is scheduled to newly assume the position of Representative Director and Chairman, while Kato Yoji (加藤 洋嗣) is scheduled to continue as Representative Director and President. Morishita will also concurrently serve as President and Representative Director of TENPOS HOLDINGS Co.,Ltd., which is expected to become the parent company, and 1 Outside Director is scheduled to retire at the conclusion of the shareholders meeting.

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Who is moving to which position

Resolved 18 May 2026

Incoming appointee

1 item
Scheduled Appointment DateFormal approval is scheduled at a Board of Directors meeting to be held after the conclusion of the shareholders meeting, subject to approval of the shareholders resolution concerning the issuance of new shares through a third-party allotment.
Morishita Atsushi (森下 篤史)
Previous positionDirector of the Company; President and Representative Director of TENPOS HOLDINGS Co.,Ltd. (currently serving)
New positionRepresentative Director and Chairman (primarily responsible for formulating overall management policies and strengthening cooperation with the parent company group)
生年月日 13 February 1947所有株式数 0 shares

Departing officer

Date of departureAt the conclusion of this shareholders meeting (1 Outside Director who is an independent officer)
Former PositionOutside Director (Independent Officer)
Because the names and counts do not correspond, they are shown as reported without linking the counts to individual names.
Filing as an independent officerThe Company states that it is scheduled to continue filing 1 Outside Director and 2 Outside Audit & Supervisory Board Members who are independent officers as independent officers.
Shareholders’ meeting approvalRequired. Formal approval is scheduled at a Board of Directors meeting to be held after the conclusion of the shareholders meeting, subject to approval of the shareholders resolution concerning the issuance of new shares through a third-party allotment. The scheduled date of the shareholders meeting is Not disclosed
Reason for change

The Company is expected to become a consolidated subsidiary of TENPOS HOLDINGS Co.,Ltd. through a third-party allotment capital increase. A new Representative Director will be appointed to strengthen cooperation with TENPOS HOLDINGS Co.,Ltd. and reinforce the management structure.

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 date18 May 2026
Scheduled Appointment DateFormal approval is scheduled at a Board of Directors meeting to be held after the conclusion of the shareholders meeting, subject to approval of the shareholders resolution concerning the issuance of new shares through a third-party allotment.
Date of departureAt the conclusion of this shareholders meeting (1 Outside Director who is an independent officer)
Name of appointeeMorishita Atsushi (森下 篤史)
Appointee's new positionRepresentative Director and Chairman (primarily responsible for formulating overall management policies and strengthening cooperation with the parent company group)
Appointee's previous positionDirector of the Company; President and Representative Director of TENPOS HOLDINGS Co.,Ltd. (currently serving)
Appointee's date of birth13 February 1947
Number of shares held by the appointee0 shares
Former position of departing officerOutside Director (Independent Officer)
Reason for changeThe Company is expected to become a consolidated subsidiary of TENPOS HOLDINGS Co.,Ltd. through a third-party allotment capital increase. A new Representative Director will be appointed to strengthen cooperation with TENPOS HOLDINGS Co.,Ltd. and reinforce the management structure.
Filing as an independent officerThe Company states that it is scheduled to continue filing 1 Outside Director and 2 Outside Audit & Supervisory Board Members who are independent officers as independent officers.
Subject to Approval by the General Meeting of ShareholdersRequired. Formal approval is scheduled at a Board of Directors meeting to be held after the conclusion of the shareholders meeting, subject to approval of the shareholders resolution concerning the issuance of new shares through a third-party allotment. The scheduled date of the shareholders meeting is Not disclosed
Items this document does not state (9)
Year the appointee joined the CompanyName of departing officerNew position of departing officerReason for departureWhether the incumbent will remain in officeReasons for appointmentNumber of directors after the changeDetails 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 Company is expected to become a consolidated subsidiary of TENPOS HOLDINGS Co.,Ltd. through a third-party allotment capital increase. A new Representative Director will be appointed to strengthen cooperation with TENPOS HOLDINGS Co.,Ltd. and reinforce the management structure. Synergies are also expected from closer cooperation with the parent company group, sharing property information, leveraging purchasing power, product development capabilities and the e-commerce platform, and strengthening recruitment and personnel development functions.

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Notice Regarding the Scheduled Change in Representative Directors and the Governance Structure Following the Change in Parent Company | MARCHE CORPORATION (7524) timely disclosure | Komori