ARDEPRO : Notice Concerning the Resignation of the Representative Director, Director and Personnel Changes, and Executive Salary Reductions 162KB

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News Release: ARDEPRO Co., Ltd.

(8925 TSE Standard)

December 15, 2023

Notice Concerning the Resignation of the Representative Director, Director and Personnel Changes, and Executive Salary Reductions

ARDEPRO Co., Ltd. ("the Company") received a letter of resignation from the Representative Director today. In addition, resolutions for director and personnel changes as well as executive salary reductions were passed at the meeting of the Board of Directors held today.

1. Resignation of the Representative Director (Scheduled for March 31, 2024)

Name	New Position	Current Position
Yuichi Shiitsuka	-	Representative Director

*Note: Also resigning from post as director.

2. Reason for Resignation

Following the receipt of the Outside Investigative Committee's investigation report on September 22, 2023, the Company implemented revisions to financial statement content from the previous fiscal year on September 29, 2023. In the aforementioned investigation report, insufficient awareness of compliance among the Company's management ranks, including Representative Director Yuichi Shiitsuka, was indicated as the reason these past financial statements required revisions. At the Board of Directors meeting held today, both in order to clarify the responsibility of management and because of the statement by the Audit and Supervisory Committee, Yuichi Shiitsuka submitted a letter of intent to resign from his posts as Representative Director and director effective March 31, 2024, and the Board of Directors accepted this document. In addition, a notification will be issued as soon as candidates for succeeding him as Representative Director are determined.

3.	Director Changes (December 15, 2023)
	Name	New Position	Current Position
	Koji Sato	General manager of	Director, executive officer, and
		administration	general manager of
			administration
4.	Reason for Change

In the independent audit corporation's quarterly review of the first quarter report for the fiscal year ending July 2024, the result was a disclaimer of conclusions, and the director above submitted a letter of resignation to take responsibility for this.

*Note: The required number of directors is met as defined in laws, ordinances, and the

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Company's Articles of Incorporation.

5. Resignation of the Chairman

Today, the Company's chairman, Tatsuya Akimoto, submitted a letter of resignation from his post. This letter was received and Tatsuya Akimoto's resignation from the post of chairman was processed at the meeting of the Board of Directors held today. His business outsourcing contract with the Company has also been canceled.

6. Executive Salary Reductions

At the Board of Directors meeting held today, the content of the Outside Investigative Committee's report was taken very seriously, and both in order to clarify the responsibility of management and because of the statement by the Audit and Supervisory Committee, a resolution was passed as noted in 2. above for salary reductions for the following executives. In addition, a resolution was also passed by the Audit and Supervisory Committee for salary reductions for each committee member.

■Content of Reductions

Position	Name	Salary Ratio
Representative Director and	Yuichi	30% reduction of monthly salary (until
President	Shiitsuka	resignation)
Director, senior managing	Kazuya	20% reduction of monthly salary (for
executive officer, and general	Akimoto	3 months)
manager, sales division
Director, senior managing	Shojiro	20% reduction of monthly salary (for
executive officer, and general	Ogisaka	3 months)
manager, planning division
Director (full-time Audit and	Hideyuki	20% reduction of monthly salary (for
Supervisory Committee Member)	Hirata	3 months)
Director (Audit and Supervisory	Yukichi Irei	20% reduction of monthly salary (for
Committee Member)		3 months)
Director (Audit and Supervisory	Koji	20% reduction of monthly salary (for
Committee Member)	Tsukamoto	3 months)

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