ACSL : Notice Regarding Partial Amendment to the Articles of Incorporation

February 21, 2022

ACSL Ltd.

Notice Regarding Partial Amendment to the Articles of Incorporation

ACSL Ltd. (ACSL) hereby announces that ACSL has decided at the meeting of the Board of Directors held on February 21, 2022 to propose "Partial Amendment to the Articles of Incorporation" to the 10th Ordinary General Meeting of Shareholders scheduled for March 25, 2022.

1. Reasons for Proposed Amendments

1. Article 14, Paragraph 3 of the Articles of Incorporation was newly established to enable the Company to hold general meetings of shareholders completely electronically, in accordance with the " Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts" (Act No. 70 of 2021), which newly permits the Company to hold "general meetings of shareholders with its venue undesignated " (i.e., so-calledvirtual-only general meetings of shareholders). The Company will newly establish Article 14, Paragraph 3 of the Articles of Incorporation in order to make it possible to hold general meetings of shareholders completely electronically. The amendment to Article 14, Paragraph 3 of the Articles of Incorporation will take effect, in addition to the resolution of this General Meeting of Shareholders, subject to confirmation by the Minister of Economy, Trade and Industry and the Minister of Justice that the amendment meets the requirements specified in the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice as a case that contributes to strengthening industrial competitiveness while taking into consideration the interests of shareholders.
2. As the amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the "Act for Partially Amending of the Companies Act" (Act No. 70 of 2019) will come into effect on September 1, 2022, the Company will introduce a system for providing materials for general meetings of shareholders electronically, and therefore, the Company proposes to amend and newly establish Article 15 of the Articles of Incorporation and the Supplementary Provisions as follows.

• As the Company will be obliged to stipulate in its Articles of Incorporation that it will take measures to provide electronically the information that is the content of Reference Documents for General Meeting of Shareholders, etc., the Company proposes to newly establish Article 15 (Measures to provide electronically, etc.), Paragraph 1 of the Proposed Amendment.

• Among the items for which electronic provision of information is to be taken with

respect to the contents of Reference Documents for General Meetings of Shareholders, etc., paragraph 2 of Article 15 (Electronic Provision of Information, etc.) of the Proposed Amendment will be newly established to allow the scope of matters to be stated in the documents to be delivered to shareholders who have requested the delivery of documents to be limited to the scope specified by an Ordinance of the Ministry of Justice.

• The provision of Article 15 (Internet Disclosure and Deemed Provision of Reference Materials for General Meeting of Shareholders, etc.) of the current Articles of Incorporation will become unnecessary when the electronic provision of materials for the General Meeting of Shareholders is introduced, and therefore it is proposed to delete this provision.

• The Company will establish supplementary provisions to give effect to the above new establishment and deletion of provisions. These Supplementary Provisions shall be deleted after the expiration of the date.

2. Contents of amendment of Articles of Incorporation

	(The underlined parts indicate the changes.)
Current Articles of Incorporation	Proposed Articles of Incorporation after
amendments
Article 14. (Convening)	Article 14. (Convening)
1. (Text omitted)	1. (Remains unchanged)
2. (Text omitted)	2. (Remains unchanged)
(New provision)	3. The general meeting of shareholders of
	the Company may be convened at an
	undesignated location.
Article 15. (Deemed provision of the	(Deleted)
disclosure via the internet of reference
materials, etc. for general meeting of
shareholders)
When convening the general meeting of
shareholders, the company may be
deemed to have provided shareholders
with necessary information that should
be described or presented in statutory
documents, including reference materials
for the general meeting of Shareholders,
business reports, non-consolidated and
consolidated financial reports, if they are
disclosed via the internet in accordance
with the ministerial ordinance of
Ministry of Justice.

Current Articles of Incorporation	Proposed Articles of Incorporation after
amendments
(New provision)	Article 15. (Electronic Provisioning
	Measures, etc.)
	1. The Company shall take measures to
	electronically provide information that is
	the content of reference documents, etc.
	for general meetings of shareholders
	when convening general meetings of
	shareholders.
	2. The Company shall not be required to
	include all or part of the matters for
	which electronic provision measures are
	to be taken that are provided for in the
	applicable Ordinance of the Ministry of
	Justice in the documents to be delivered
	to shareholders who have made a written
	request by the Record Date for Voting
	Rights.
(New provision)	(Supplementary Provisions)
(New provision)	Article 1. (Transitional Measures for
	Implementation of General Meetings of
	Shareholders without a Fixed Place)
	Article 14, paragraph 3 of the Articles of
	Incorporation (general meeting of
	shareholders without a fixed place) shall
	become effective on the date of
	confirmation by the Minister of
	Economy, Trade and Industry and the
	Minister of Justice that the requirements
	for stipulating in the Articles of
	Incorporation that a general meeting of
	shareholders may be held without a fixed
	place are met, pursuant to the "Act for
	Partial Revision of the Industrial
	Competitiveness Enhancement Act, etc.".
	The provisions of this Article shall come
	into effect on the date of such
	confirmation. The provisions of this
	Article shall be deleted upon such
	effective date.

Current Articles of Incorporation	Proposed Articles of Incorporation after
amendments
(New provision)	Article 2. (Transitional Measures for
	Electronic Provision of Reference
	Documents for General Meeting of
	Shareholders)
	1. The deletion of Article 15 (Internet
	Disclosure and Deemed Provision of
	Reference Documents for General
	Meetings of Shareholders, etc.) and the
	establishment of Article 15 (Electronic
	Provision Measures, etc.) of the Articles
	of Incorporation shall become effective
	as of September 1, 2022.
	2. Notwithstanding the provisions of the
	preceding paragraph, Article 15 (Internet
	Disclosure and Deemed Provision of
	Reference Documents for General
	Meetings of Shareholders, etc.) of the
	Articles of Incorporation shall remain in
	effect for general meetings of
	shareholders to be held on a date within
	six months from September 1, 2022.
	3. The provisions of this Article shall be
	deleted after the later of the date on
	which six months have elapsed from
	September 1, 2022 or the date on which
	three months have elapsed from the date
	of the general meeting of shareholders
	set forth in the preceding paragraph.

3. Schedule

Date of General Meeting of Shareholders to amend the Articles of Incorporation March 25, 2022 (scheduled)

Effective date of the amendment to Article 14 of the Articles of Incorporation

As described in (Supplementary Provisions) of the content of the changes. Effective date of the amendment to Article 15 of the Articles of Incorporation

As described in (Supplementary Provisions) of the content of the changes.

Attention

This document is an unofficial translation of the timely disclosure on February 21, 2022 by ACSL and this is for reference purpose only. In case of a discrepancy between the English and Japanese versions, the Japanese original shall prevail.