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Notice Regarding Candidates for Director and Corporate Auditor
TOKYO, JAPAN - May 12, 2026 - DeNA Co., Ltd. (the “Company”) hereby announces that it resolved at the meeting of the Board of Directors held today on the candidates for Directors and Corporate Auditors as detailed below.
The official appointment is expected to be made at the 28th Ordinary General Meeting of Shareholders scheduled on June 27, 2026.
More information about the reason for selecting each candidate, Board Policies in the Nomination of Director and Corporate Auditor Candidates, Independence Standards for Independent Board Members, Concurrent Posts, as well as other supplemental information will be made available in the Notice of the Convocation of the 28th Ordinary General Meeting of Shareholders and in the independent directors/auditors notifications submitted to the Tokyo Stock Exchange (Japanese only).
1. Director Candidates (as of June 27, 2026)
The term of all the Directors (six in number) will end at the closing of the 28th Ordinary General Meeting of Shareholders. Accordingly, DeNA hereby proposes to elect five incumbent Directors (two of which are Outside Directors) and one new Outside Director listed below. The nomination of candidates for Director has been decided by the Board of Directors, upon deliberations and recommendations by the Nomination Committee, which was voluntarily established by DeNA with the majority of its members comprised of Independent Outside Directors, based on the analysis and evaluation of the effectiveness of the entire Board of Directors’ meetings conducted in the fiscal year ended March 31, 2026. All candidates for Outside Director meet the independence standards set forth by DeNA, and upon approval of this proposal as originally proposed, one third or more of Directors will be Independent Outside Directors.
DeNA plans to register Mr. Masaya Kubota, Mr. Tetsuo Kitani, and Mr. Tatsuo Kawasaki as Independent Directors as defined by Tokyo Stock Exchange, and upon approval of this proposal as originally proposed, they are expected to become Independent Directors.
| Name | Current Role | New Role (Planned, as of June 27, 2026) |
| Tomoko Namba (reappointment) | Representative Director & Executive Chairman | Representative Director, President & Chief Executive Officer (CEO) |
| Shingo Okamura (reappointment) | Representative Director, President & Chief Executive Officer (CEO) | Representative Director & Executive Chairman |
| Keigo Watanabe (reappointment) | Director and Executive Officer | Director and Executive Officer |
| Masaya Kubota (reappointment, outside, independent) | Outside Director | Outside Director |
| Tetsuo Kitani (reappointment, outside, independent) | Outside Director | Outside Director |
| Tatsuo Kawasaki (new appointment, outside, independent) | - | Outside Director |
2. Change in the Roles of Representative Directors
In the current mid term strategy, which ends in FY2026, DeNA has been pursuing various initiatives focusing on establishing the structural strength of each existing business, as well as improving overall capital efficiency and ROE. Especially in the second half of FY2025, we prioritized strengthening balance sheet management, making significant progress in creating foundation to achieve substantial and structural improvements in capital efficiency.
On the other hand, our business environment is undergoing rapid and significant changes. To ensure sustainable growth over the mid to long term, we recognize the urgent need to significantly accelerate our management speed and evolve our organizational structure and business models to align with future market conditions.
At this phase, we have determined that it is the best for the founder, Tomoko Namba, to drive the strategic evolution as CEO, while Shingo Okamura focuses on accelerating our strategic initiatives through taking on the roles such as external relations with various stakeholders, including the government, local governments, and industry organizations. Accordingly, we have decided to change the roles of the two representative directors as stated above.
3. Corporate Auditor Candidates (as of June 27, 2026)
The term of one of DeNA’s Corporate Auditors will end at the closing of the 28th Ordinary General Meeting of Shareholders. Accordingly, DeNA hereby proposes to elect one incumbent Outside Corporate Auditor listed below. The nomination of the candidate for Corporate Auditor has been decided by the Board of Directors, upon deliberations and recommendations by the Nomination Committee, which was voluntarily established by DeNA with the majority of its members comprised of Independent Outside Directors, based on the analysis and evaluation of the effectiveness of the entire Board of Directors’ meetings conducted in the fiscal year ended March 31, 2026.
Prior consent has been obtained from the Board of Corporate Auditors with respect to submission of this proposal.
DeNA plans to register Mr. Hirohiko Imura as Independent Auditors as defined by Tokyo Stock Exchange. In the event that Mr. Hirohiko Imura is appointed as Corporate Auditor, DeNA intends to register him as Independent Auditor.
| Name | Current Role | New Role (Planned, as of June 27, 2026) |
| Hirohiko Imura (reappointment, outside, independent) | Corporate Auditor | Corporate Auditor |
(Reference) New Candidates for Director
Tatsuo Kawasaki
(Born June 9, 1965)
April 1990: Entered Goldman Sachs Japan Co., Ltd.
September 1995: Entered McKinsey & Company Inc. Japan
April 1998: Director of Finance, NextCard, Inc.
October 1998: Established Unison Capital, Inc.
April 1999: Partner and Investment Committee Member of Unison Capital, Inc.
May 2019: Representative Director of Unison Capital, Inc.
June 2024: Chairman, Unison Capital, Inc. (present)
April 2025: Outside Director of TIER IV Inc. (present)
May 2025: Vice-President of Keio University (present)
(Reference) Structure for Corporate Governance and Internal Control System
