【Comsys Holdings】Notice Regarding Board of Directors’ Opinion and Shareholder Proposals｜May 2026

Shareholder Proposal and Board of Directors’ Opinion

Comsys Holdings received a shareholder proposal for the appointment of one outside director who is not an Audit & Supervisory Committee Member for the upcoming 23rd General Shareholders Meeting scheduled in June 2026, but the Board of Directors passed a resolution to oppose this proposal. The Board aims to improve governance effectiveness by ensuring that the proportion of independent outside directors exceeds half of the Board, prioritizing candidates with management experience and expertise. The proposed candidate, who has extensive experience in the construction industry, was deemed unsuitable because it does not align with the Company’s governance structure and because many existing directors are from the NTT Group.

Strengthening Governance and Future Policy

Based on feedback from shareholders and institutional investors, the Company has strengthened oversight functions of the Board of Directors and established a system where the majority of directors are independent outside directors. In April 2026, the Company announced a policy to appoint the Chair of the Board and the Chairs of the Nomination and Compensation Advisory Committees as independent outside directors. When selecting candidates for proposal, the Company emphasizes supervisory functions and governance effectiveness, carefully considering independence and diversity, especially given that many current directors are from the NTT Group.