Notice Regarding Changes in Representative Directors and Officers | Skymark Airlines Inc. (9204) timely disclosure

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Who is moving to which position

Resolved 23 April 2026

Incoming appointee

5 items

Scheduled Appointment DateThe appointments are scheduled to be formally determined on the date of the 30th Annual General Meeting of Shareholders, scheduled for late June 2026, and following the resolution of the Board of Directors after the meeting concludes.

Miwa Noriyasu (三輪德泰)

Previous positionOutside Director of the Company

New positionRepresentative Director, President and Executive Officer (responsibilities scheduled to include chairing the General Meeting of Shareholders, Board of Directors, Management Strategy Meeting and Safety Promotion Meeting, and audit)

Negishi Takeshi (根岸毅)

Previous positionAdvisor, 鈴与株式会社

New positionRepresentative Director, Senior Managing Executive Officer (responsibilities scheduled to include assisting the president, overseeing business execution, chairing the Sustainability Committee and Risk Management Committee, corporate planning, marketing, DX and business process reform)

Hōkyō Kunisuke (宝鏡邦祐)

Previous positionAdvisor, 鈴与株式会社

New positionDirector and Executive Officer (responsibilities scheduled to include chairing the Punctuality Improvement Committee, general affairs, human resources, labor affairs, organizational and personnel development, and secretarial affairs)

Kato Katsuya (加藤勝也)

Previous positionRepresentative Director and Partner, 株式会社クロス・カンパニー; Outside Director, 株式会社WBH; Advisor, 鈴与株式会社

New positionDirector (part-time) (responsibility scheduled to include assisting with overall management strategy)

Moriya Kazuo (森谷和生)

Previous positionRepresentative Director and Executive Vice President, 株式会社フジドリームエアラインズ

New positionFull-time Audit & Supervisory Board Member

Date of birthMiwa Noriyasu (三輪德泰) 17 September 1946 / Negishi Takeshi (根岸毅) 16 March 1962 / Hōkyō Kunisuke (宝鏡邦祐) 6 April 1965 / Kato Katsuya (加藤勝也) 11 September 1958 / Moriya Kazuo (森谷和生) 8 April 1959

Year joined the companyMiwa Noriyasu (三輪德泰) 2024 (appointed outside director of Skymark Airlines Inc.) / Negishi Takeshi (根岸毅) Not disclosed / Hōkyō Kunisuke (宝鏡邦祐) Not disclosed / Kato Katsuya (加藤勝也) 2019 (Senior Managing Director of Skymark Airlines Inc.) / Moriya Kazuo (森谷和生) Not disclosed

Number of shares heldMiwa Noriyasu (三輪德泰) Not disclosed / Negishi Takeshi (根岸毅) Not disclosed / Hōkyō Kunisuke (宝鏡邦祐) 1,500 shares / Kato Katsuya (加藤勝也) Not disclosed / Moriya Kazuo (森谷和生) Not disclosed

Because the names and counts do not correspond, they are shown as reported without linking the counts to individual names.

Departing officer

5 items

Date of departureMotohashi Manabu (本橋学), Sato Yoshinobu (佐藤善信), Aramaki Hidetomo (荒牧秀知) and Takagi Keisuke (髙木敬介): at the conclusion of the 30th Annual General Meeting of Shareholders. Takagi Keisuke (髙木敬介) will change positions to executive officer after stepping down as a director. Ishiguro Sumio (石黒純夫): when the 30th Annual General Meeting of Shareholders concludes.

Motohashi Manabu (本橋学)Next role stated

Former PositionRepresentative Director, President and Executive Officer

New positionRetirement

Sato Yoshinobu (佐藤善信)Next role stated

Former PositionRepresentative Director and Senior Managing Executive Officer

New positionDirector and Senior Advisor

Aramaki Hidetomo (荒牧秀知)Next role stated

Former PositionDirector and Senior Managing Executive Officer

New positionRetirement

Takagi Keisuke (髙木敬介)Next role stated

Former PositionDirector and Executive Officer

New positionExecutive officers

Ishiguro Sumio (石黒純夫)Next role stated

Former PositionFull-time Audit & Supervisory Board Member

New positionRetirement

“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

Motohashi Manabu (本橋学) Expiration of term / Sato Yoshinobu (佐藤善信) Not disclosed / Aramaki Hidetomo (荒牧秀知) Not disclosed / Takagi Keisuke (髙木敬介) Not disclosed / Ishiguro Sumio (石黒純夫) At his own request

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

Motohashi Manabu (本橋学) Will not remain on the Board of Directors / Sato Yoshinobu (佐藤善信) Remains on the Board of Directors / Aramaki Hidetomo (荒牧秀知) Will not remain on the Board of Directors / Takagi Keisuke (髙木敬介) Will not remain on the Board of Directors / Ishiguro Sumio (石黒純夫) Will not remain on the Board of Directors

Directors after the change10Number

Shareholders’ meeting approvalRequired. The appointments are scheduled to be formally determined following approval at the 30th Annual General Meeting of Shareholders, scheduled for late June 2026, and a resolution of the Board of Directors after the meeting concludes. Proposal name: Not disclosed

Reason for change

To date, the Company has steadily strengthened its management foundation through stable business operations. However, under rapidly changing business conditions, the Company determined that fundamental structural reform beyond the continuation of its existing approach is essential in order to respond promptly to capital market expectations, improve capital efficiency and maximize corporate value. The Company will establish a new management structure incorporating extensive external expertise to achieve further development and sustainable growth.

Reasons for appointment

Miwa Noriyasu (三輪德泰) has held key positions at 株式会社フジドリームエアラインズ, an investee of KANEMATSU CORPORATION and 鈴与株式会社, and has demonstrated strong management capabilities. As an outside director of the Company, he also has a deep understanding of its management issues. The Company therefore determined that he is the most suitable candidate to lead the restoration of market confidence and rapid management improvement.

Who is moving to which position
Item	Details
Resolution date	23 April 2026
Scheduled Appointment Date	The appointments are scheduled to be formally determined on the date of the 30th Annual General Meeting of Shareholders, scheduled for late June 2026, and following the resolution of the Board of Directors after the meeting concludes.
Date of departure	Motohashi Manabu (本橋学), Sato Yoshinobu (佐藤善信), Aramaki Hidetomo (荒牧秀知) and Takagi Keisuke (髙木敬介): at the conclusion of the 30th Annual General Meeting of Shareholders. Takagi Keisuke (髙木敬介) will change positions to executive officer after stepping down as a director. Ishiguro Sumio (石黒純夫): when the 30th Annual General Meeting of Shareholders concludes.
Name of appointee	Miwa Noriyasu (三輪德泰), Negishi Takeshi (根岸毅), Hōkyō Kunisuke (宝鏡邦祐), Kato Katsuya (加藤勝也), Moriya Kazuo (森谷和生)
Appointee's new position	Representative Director, President and Executive Officer (responsibilities scheduled to include chairing the General Meeting of Shareholders, Board of Directors, Management Strategy Meeting and Safety Promotion Meeting, and audit), Representative Director, Senior Managing Executive Officer (responsibilities scheduled to include assisting the president, overseeing business execution, chairing the Sustainability Committee and Risk Management Committee, corporate planning, marketing, DX and business process reform), Director and Executive Officer (responsibilities scheduled to include chairing the Punctuality Improvement Committee, general affairs, human resources, labor affairs, organizational and personnel development, and secretarial affairs), Director (part-time) (responsibility scheduled to include assisting with overall management strategy), Full-time Audit & Supervisory Board Member
Appointee's previous position	Outside Director of the Company, Advisor, 鈴与株式会社, Advisor, 鈴与株式会社, Representative Director and Partner, 株式会社クロス・カンパニー; Outside Director, 株式会社WBH; Advisor, 鈴与株式会社, Representative Director and Executive Vice President, 株式会社フジドリームエアラインズ
Appointee's date of birth	Miwa Noriyasu (三輪德泰) 17 September 1946 / Negishi Takeshi (根岸毅) 16 March 1962 / Hōkyō Kunisuke (宝鏡邦祐) 6 April 1965 / Kato Katsuya (加藤勝也) 11 September 1958 / Moriya Kazuo (森谷和生) 8 April 1959
Year the appointee joined the Company	Miwa Noriyasu (三輪德泰) 2024 (appointed outside director of Skymark Airlines Inc.) / Negishi Takeshi (根岸毅) Not disclosed / Hōkyō Kunisuke (宝鏡邦祐) Not disclosed / Kato Katsuya (加藤勝也) 2019 (Senior Managing Director of Skymark Airlines Inc.) / Moriya Kazuo (森谷和生) Not disclosed
Number of shares held by the appointee	Miwa Noriyasu (三輪德泰) Not disclosed / Negishi Takeshi (根岸毅) Not disclosed / Hōkyō Kunisuke (宝鏡邦祐) 1,500 shares / Kato Katsuya (加藤勝也) Not disclosed / Moriya Kazuo (森谷和生) Not disclosed
Name of departing officer	Motohashi Manabu (本橋学), Sato Yoshinobu (佐藤善信), Aramaki Hidetomo (荒牧秀知), Takagi Keisuke (髙木敬介), Ishiguro Sumio (石黒純夫)
Former position of departing officer	Representative Director, President and Executive Officer, Representative Director and Senior Managing Executive Officer, Director and Senior Managing Executive Officer, Director and Executive Officer, Full-time Audit & Supervisory Board Member
New position of departing officer	Retirement, Director and Senior Advisor, Retirement, Executive officers, Retirement
Reason for departure	Motohashi Manabu (本橋学) Expiration of term / Sato Yoshinobu (佐藤善信) Not disclosed / Aramaki Hidetomo (荒牧秀知) Not disclosed / Takagi Keisuke (髙木敬介) Not disclosed / Ishiguro Sumio (石黒純夫) At his own request
Whether the incumbent will remain in office	Motohashi Manabu (本橋学) Will not remain on the Board of Directors / Sato Yoshinobu (佐藤善信) Remains on the Board of Directors / Aramaki Hidetomo (荒牧秀知) Will not remain on the Board of Directors / Takagi Keisuke (髙木敬介) Will not remain on the Board of Directors / Ishiguro Sumio (石黒純夫) Will not remain on the Board of Directors
Reason for change	To date, the Company has steadily strengthened its management foundation through stable business operations. However, under rapidly changing business conditions, the Company determined that fundamental structural reform beyond the continuation of its existing approach is essential in order to respond promptly to capital market expectations, improve capital efficiency and maximize corporate value. The Company will establish a new management structure incorporating extensive external expertise to achieve further development and sustainable growth.
Reasons for appointment	Miwa Noriyasu (三輪德泰) has held key positions at 株式会社フジドリームエアラインズ, an investee of KANEMATSU CORPORATION and 鈴与株式会社, and has demonstrated strong management capabilities. As an outside director of the Company, he also has a deep understanding of its management issues. The Company therefore determined that he is the most suitable candidate to lead the restoration of market confidence and rapid management improvement.
Number of directors after the change	10 (including 3 outside directors)
Subject to Approval by the General Meeting of Shareholders	Required. The appointments are scheduled to be formally determined following approval at the 30th Annual General Meeting of Shareholders, scheduled for late June 2026, and a resolution of the Board of Directors after the meeting concludes. Proposal name: Not disclosed

Items this document does not state (3)

Filing as an independent officerDetails 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 determined that fundamental structural reform beyond the continuation of its existing approach is essential in order to respond promptly to capital market expectations, improve capital efficiency and maximize corporate value. The Company will establish a new management structure incorporating extensive external expertise to achieve further development and sustainable growth.

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