Heiwa Real Estate : February 28, 2023Notice Regarding Changes to Management Positions and Organizations(97KB)

February 28, 2023

For immediate release

Kiyoyuki Tsuchimoto, Representative Director and President

Heiwa Real Estate Co., Ltd.

1-10, Nihonbashi Kabuto-cho,Chuo-ku, Tokyo

(Code No. 8803) TSE Prime Market, NSE Premier Market, Fukuoka, and Sapporo

Notice Regarding Changes to Management Positions and Organizations

Heiwa Real Estate Co., Ltd. (hereafter, the "Company") announced today that decisions have been made regarding candidates for director appointments to be voted on at the 103rd Ordinary General Shareholders' Meeting scheduled for June 23, 2023, and candidates for members of the Nomination Committee, Audit Committee, and Compensation Committee, respectively, to be approved at the meeting of the Board of Directors immediately following the shareholders' meeting. Decisions have also been made regarding changes to executive and managing officer positions as well as certain organizations effective from April 1, 2023. Details are as follows.

1. Candidates for director appointments (effective June 23, 2023)

There are nine candidates for director appointments. Of the nine candidates, three concurrently serve as corporate executive officers while six do not. There are five external director candidates and all are independent officers in accordance with the rules of the Tokyo Stock Exchange (and the Company plans to notify the Exchange of their status).

Name	Type of change	Position following change	Current position
Kiyoyuki		Director, Representative	Director, Representative
Reappointment	Executive Officer, President	Executive Officer, President
Tsuchimoto
	and CEO	and CEO
		Director, Representative and	Director, Representative and
Kazuo Yamada	Reappointment	Senior Managing Executive	Senior Managing Executive
		Officer	Officer
Takahisa	Reappointment	Director and Executive Officer	Director and Executive Officer
Aoyama
Daisuke	Reappointment	Director	Director
Kobayashi
Kiichiro Masui	Reappointment	External Director	External Director
Takahiro	Reappointment	External Director	External Director
Moriguchi
Junko	Reappointment	External Director	External Director
Utsunomiya
Eiji Yamada	Reappointment	External Director	External Director

Mitsunobu Yamaguchi

Reappointment

External Director

External Director

2. Candidate members of each committee

1. Nomination Committee

Chair: Kiichiro Masui (External Director)

Member: Takahiro Moriguchi (External Director)

Member: Junko Utsunomiya (External Director)

Member: Kiyoyuki Tsuchimoto (Director)

(2) Audit Committee

Chair: Mitsunobu Yamaguchi (External Director)

Member: Junko Utsunomiya (External Director)

Member: Daisuke Kobayashi (Director)

(3) Compensation Committee

Chair: Takahiro Moriguchi (External Director)

Member: Eiji Yamada (External Director)

Member: Kiyoyuki Tsuchimoto (Director)

3. Changes in executive officer positions (effective April 1, 2023)

Name	Type of change	Position following change	Current position
Kiyoyuki		Director, Representative	Director, Representative
Reappointment	Executive Officer, President and	Executive Officer, President and
Tsuchimoto
	CEO	CEO
		Director, Representative and	Director, Representative and
		Senior Managing Executive	Senior Managing Executive
		Officer	Officer
Kazuo Yamada	Reappointment	Assistant to the President	Assistant to the President
In charge of Development	In charge of Development
		Promotion Department and	Promotion Department and Real
		Community Co-Creation	Estate Strategic Investment
		Department	Department
Tomoharu		Managing Executive Officer	Managing Executive Officer
Reappointment	In charge of Office Building	In charge of Office Building
Nakao
	Development Department	Development Department
			Executive Officer
		Executive Officer	In charge of Real Estate
Nobuhiro Seo	Reappointment	In charge of Real Estate	Investment Department
		Investment Department	General Manager of Real Estate
			Investment Department
		Director and Executive Officer	Director and Executive Officer
Takahisa	Reappointment	In charge of Corporate Planning	In charge of Corporate Planning
Aoyama	Department, General Affairs	and General Affairs Department,
		Department, and Finance	Finance Department, and Legal

Hiroki Mizuta

Department

General Manager of Corporate

Planning Department

Office

General Manager of Corporate

Planning and General Affairs

Department, and Legal Office

4. Executive officer planning to retire (as of March 31, 2023)

Executive Officer

In charge of Community Co-Creation (CCC) Department

After stepping down from this position, Mr. Mizuta will be appointed as the Company's Group Executive Officer and as Director and Managing Executive Officer at Housing Service, Co., Ltd.

5. Changes in managing officer positions (effective April 1, 2023)

Name	Type of change	Position following change	Current position
		Managing Officer			Managing Officer
Naoyuki	Reappointment	In charge of Finance Department	In charge of Finance Department
Matsumoto	General	Manager	of	Finance	General Manager	of	Finance
		Department			Department
		Managing Officer
		In charge of General Affairs
Kiichi Kikuchi	New appointment	Department and Legal Office	-
General	Manager	of	General
		Affairs	Department	and Legal
		Office
		Managing Officer	on	Special	Managing Officer	on	Special
Shosaku	Reappointment	Appointment			Appointment
Shimomura	In charge of Audit Committee	In charge of Audit Committee
		Office				Office
						Executive Officer
Hiroki Mizuta	New appointment	Group Executive Officer		In charge of Community Co-
						Creation Department

Reference: Composition of officers from June 23, 2023

Directors

Director	Kiyoyuki Tsuchimoto
Director	Kazuo Yamada
Director	Takahisa Aoyama
Director	Daisuke Kobayashi
External Director	Kiichiro Masui
External Director	Takahiro Moriguchi
External Director	Junko Utsunomiya
External Director	Eiji Yamada
External Director	Mitsunobu Yamaguchi
Representative executive officers and corporate executive officers effective from April 1, 2023
Representative Executive Officer, President and CEO	Kiyoyuki Tsuchimoto
Representative and Senior Managing Executive Officer
Assistant to the President	Kazuo Yamada
In charge of Development Promotion Department and Community Co-
Creation (CCC) Department
Managing Executive Officer	Tomoharu Nakao
In charge of Office Building Development Department
Executive Officer	Nobuhiro Seo
In charge of Real Estate Investment Department
Executive Officer
In charge of Corporate Planning Department, GeneralAffairs Department,	Takahisa Aoyama
and Finance Department
General Manager of Corporate Planning Department
Managing Officers effective from April 1, 2023
Managing Officer
In charge of Finance Department	Naoyuki Matsumoto
General Manager of Finance Department
Managing Officer
In charge of General Affairs Department and Legal Office	Kiichi Kikuchi
General Manager of General Affairs Department and Legal Office

Managing Officer on Special Appointment	Shosaku Shimomura
In charge of Audit Committee Office
Group Executive Officer	Hiroki Mizuta
Director and Managing Executive Officer, Housing Service, Co., Ltd.

6. Reorganization (effective April 1, 2023)

For the purpose of establishing an optimal organizational structure to execute its medium-term management plan, the Company will bolster its corporate planning capabilities by creating a new Corporate Planning Department, to which responsibilities for corporate planning, sustainability initiatives, and investor relations will be transferred from the current Corporate Planning and General Affairs Department. Accordingly, the Sustainability Promotion Office will be moved from the Corporate Planning and General Affairs Department to the Corporate Planning Department, a new Investor Relations Office will be set up in the Corporate Planning Department, and the Corporate Planning and General Affairs Department will be renamed as the General Affairs Department.

Note: Please refer to the Appendix for details of the organization chart after the changes.