Air Water Inc. TSE:4088

Air Water : Notice Regarding Changes in Directors and Audit & Supervisory Board Members, Changes in Executive Officers, and Organizational Restructuring

Published

Source: MarketScreener

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

To All Concerned Parties

Company Name

Air Water Inc.

May 22, 2026

Representative President and

Representative Director

Ryosuke

Matsubayashi

(Code Number 4088 Tokyo Stock Exchange Prime Market, Sapporo Stock Exchange Market)

Contact General Manager of Corporate Communications Office

Keisuke Fukushima

(TEL 06-6252-3966)

Notice Regarding Changes in Directors and Audit & Supervisory Board Members, Changes in Executive Officers, and Organizational Restructuring

We announced on April 17, 2026, "Notice Concerning Changes in Representative Directors and Other Officers, Including Directors." However, in light of our designation as a Security on Alert by the Tokyo Stock Exchange on May 1, 2026, we have conducted an additional review of our management structure in order to promptly and reliably rebuild our internal control system. As a result, at the meeting of the Board of Directors held today, we resolved to make changes in Directors and Audit & Supervisory Board Members, changes in Officers, as well as

organizational restructuring, as outlined below, in connection with the review of our management structure.

Please note that changes in Representative Directors, Directors, and Audit & Supervisory Board Members are scheduled to be formally resolved at the 26th Annual General Meeting of Shareholders to be held on June 29, 2026, and at the subsequent meeting of the Board of Directors.

  1. Key Changes

    ・Renewal of Directors responsible for execution to clearly separate supervisory and execution functions

    ・Strengthening of the Audit & Supervisory Board structure through an increase in full-time Audit & Supervisory Board Members and the appointment of external experts

  2. Selection Process for Director Candidates

    In selecting director candidates, we conducted our review through the Nomination and

    Remuneration Committee based on the results of the investigation by the Special Investigating Committee and other factors, under the premise of reconsidering the management structure from a clean slate. Our review was carried out based on key principles, including the

    establishment of a framework capable of strengthening internal controls and preventing the recurrence of inappropriate accounting, as well as ensuring that candidates possess the management capabilities necessary to support the sustainable growth of the Group.

    As a result, in order to reconstruct our internal management framework through enhancing the effectiveness of the Board of Directors' supervisory function and strengthening the audit and supervisory functions of the Audit & Supervisory Board, we have decided to review the overall management structure, including the composition of the Board of Directors and the Audit & Supervisory Board to be submitted to the General Meeting of Shareholders.

  3. Candidates for Directors (Effective June 29, 2026)

    Name

    New Position

    Current Position, Significant Concurrent

    Positions, Career Summary

    Reappointed

    Yoshihiro Senzai

    Representative Director

    President and Executive Officer

    Chair of the Board, Outside Director

    Newly Appointed

    Yu Karato

    Representative Director Executive Vice President In charge of Headquarters Department and Chief Accounting and Finance

    Officer

    Senior Managing Executive Officer Chief Accounting and Finance Officer

    Newly Appointed

    Hirokazu Nishimura

    Corporate Director

    Senior Managing Executive Officer

    In charge of Business Departments and General Manager of Industrial

    Business Division

    Managing Executive Officer, General Manager of the Green Innovation Unit, Energy Solutions Group, and General Manager of Clean Energy Business Promotion Department

    President and Representative Director, Air

    Water Green Design Co., Ltd.

    Reappointed

    Yuko Haga

    Independent Director

    Outside Director, MinebeaMitsumi Inc. Professor, NUCB Business School,

    Nagoya University of Commerce & Business Graduate School

    Reappointed

    Rochelle Kopp

    Independent Director

    Managing Principal (President), Japan Intercultural Consulting

    Outside Director, MS&AD Insurance Group

    Holdings, Inc.

    Newly Appointed

    Mikihiko Kato

    Independent Director

    Advisor, Niterra Co., Ltd.

    Former: Director and Full-time Audit & Supervisory Committee Member, Niterra

    Co., Ltd.

    Newly Appointed

    Mitsutoshi Matsushita

    Independent Director

    Kajitani Law Offices

    Outside Director, Partner Pacific System Co., Ltd.

    Former: Outside Director and Audit &

    Supervisory Committee Member, Tsumura & Co.

    Newly Appointed

    Shinichi Kawasaki

    Independent Director

    Senior Managing Director, Osaka Science & Technology Center

    Former: President and Representative

    Director, KRI, Inc.

    *Yuko Haga and Rochelle Kopp have been designated as independent officers pursuant to the rules of the Tokyo Stock Exchange and the Sapporo Securities Exchange, on which we are

    listed, and have been duly notified of both exchanges. Mikihiko Kato, Mitsutoshi Matsushita and Shinichi Kawasaki are newly nominated candidates and are scheduled to be reported as independent officers.

  4. Candidates for Directors (Effective June 29, 2026)

    Name

    Position

    Current Position, Significant Concurrent Positions, Career Summary

    -

    Junko Shigefuji

    Standing Statutory Auditor

    Standing Statutory Auditor

    Newly Appointed

    Seiji Mori

    Standing Statutory Auditor

    General Manager of Consolidated Accounting Office

    Newly Appointed

    Yasuaki Yoshida

    Standing Statutory Auditor

    Managing Director and Executive Officer, Kawamoto Corporation

    Certified Public Accountant

    -

    Atsushi Hayashi

    Audit & Supervisory

    Board Member(Outside

    Corporate Auditor)

    Audit & Supervisory Board Member(Outside Corporate Auditor)

    Newly Appointed

    Atsushi Iwasaki

    Audit & Supervisory Board Member(Outside Corporate Auditor)

    Head, Iwasaki Certified Public Accountant Office Outside Director and Chairperson of the Board, Iseki & Co., Ltd.

    Outside Audit & Supervisory Board Member,

    Nippon Kayaku Co., Ltd.

    Former: Outside Audit & Supervisory Board Member, Nippon Ham Co., Ltd.

    Former: Outside Audit & Supervisory Board Member, Olympus Corporation

    Newly Appointed

    Tateshi Higuchi

    Audit & Supervisory Board Member

    (Outside Corporate Auditor)

    Former: Superintendent-General

    Former: Director, Daiichi Sankyo Company, Limited

    Former: Director, Miura Co., Ltd.

    Former: Audit & Supervisory Board Member, Taisei Corporation

    *Atsushi Hayashii has been designated as an independent officer pursuant to the rules of the Tokyo Stock Exchange and the Sapporo Securities Exchange, on which we are listed, and has been duly notified to both exchanges. Takeshi Higuchi and Jun Iwasaki are newly nominated candidates and are scheduled to be reported as independent officers.

  5. Resignation of Representative Director (New Position; Effective June 29, 2026)

    Ryosuke Matsubayashi

    Senior Managing Executive Officer in charge of Technology Department and General Manager of Technology Division (Currently: Representative Director, President & CEO and COO)

  6. Resignation of Corporate Director (New Position (Additional); Effective June 29, 2026)

    Shigeki Otsuka Advisor

    (Currently: Corporate Director, Senior Managing Executive Officer, Responsible for Corporate Planning)

    Hidetoshi Onoe Advisor

    (Currently: Corporate Director, Managing Executive Officer, Group Representative for Tokyo, In charge of Health & Safety General Manager, Dental Care Business Unit)

    Kikue Inoue Advisor

    (Currently: Corporate Director, Executive Officer, In Charge of Promotion of Women's Active Engagement, HR, Corporate Communications)

  7. Appointment of Audit & Supervisory Board Member (Additional from the previous announcement; Effective June 29, 2026)

    Seiji Mori Audit & Supervisory Board Member (Full-time)

    (Currently: General Manager of Consolidated Accounting Office) Yasuaki Yoshida Audit & Supervisory Board Member (Full-time)

    (Currently: Managing Director and Executive Officer, Kawamoto Corporation)

    Tateshi Higuchi Audit & Supervisory Board Member (Part-time)

    (Former: Superintendent-General of the National Police Agency)

  8. Resignation of Audit & Supervisory Board Member (Additional from the previous announcement; Effective June 29, 2026)

    Kenji Yamada Resignation

    (Currently: Standing Statutory Auditor (Outside Corporate Auditor))

    Nobuo Hayashi Resignation

    (Currently: Outside Corporate Auditor)

  9. Changes in Executive Officers (Effective July 1, 2026)

  1. Appointment of Executive Officers

    Hiroki Tsutsumi Managing Executive Officer General Manager of Corporate

    Department and General Manager of the Board of Directors Secretariat

    (Currently: Executive Officer General Manager of HR & Health Management Promotion Office)

    Yuji Kitagawa Executive Officer General Manager of Management Reform

    Department

    President and Representative Director of Air Water Safety Service Inc.

    (Currently: Health & Safety Group General Manager of Safety Services B.U.

    President and Representative Director of Air Water Safety Service Inc.)

  2. Promotion of Executive Officers

Seiji Kobayashi Managing Executive Officer General Manager of Medical Business Division

President and Representative Director of Air Water Medical Inc. President and Representative Director of Air Water Bio Design Inc.

(Currently: Executive Officer Health & Safety Group, General Manager of Medical Products Unit

President and Representative Director of Air Water Medical Inc. President and Representative Director of Air Water Bio Design Inc.)