February 10, 2022

For Immediate Release

Company name:

Fullcast Holdings Co., Ltd

Representative:

Kazuki Sakamaki,

President, Representative Director and CEO

(Stock code: 4848; Stock Exchange listing:

First Section of the Tokyo Stock Exchange)

Contact:

Yasuomi Tomotake,

General Manager of the Finance and IR Department

Telephone:

+81-3-4530-4830

Announcement Regarding Partial Changes to the Articles of Incorporation

Fullcast Holdings Co., Ltd. announced today that a resolution was passed at the Board of Directors' meeting convened on February 10, 2022 to deliberate "Partial Changes to the Articles of Incorporation" at the 29th annual shareholders meeting scheduled to be held on March 25, 2022.

1. Reason for change

The revised provisions found in Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will take effect in September 1, 2022. As a result, the Company will make the following changes to its Articles of Incorporation in order to prepare for the introduction of the electronic provision system for shareholder meeting documents.

  1. Article 16, Paragraph 1 of the Articles of Incorporation after changes stipulates that measures will be taken for the electronic provision of information contained in reference documents for shareholder meetings.
  2. Article 16, Paragraph 2 of the Articles of Incorporation after changes establishes a provision for limiting the scope of matters to be published in writing and issued to shareholders who so request them.
  3. Since the stipulation on the Internet disclosure and deemed provision of reference documents for shareholder meetings(Article 16 of the Articles of Incorporation before change) is no longer necessary, it will be deleted.
  4. Following the abovementioned additions and deletions, supplementary provisions will be established concerning the effective date and other matters.

2. Details of change

The revisions are as follows.

(Underlined text indicates changes.)

Before

After

Article 1 to 15 (text omitted)

Article 1 to 15 (no changes)

(Internet disclosure and deemed provision of reference

(Deleted)

documents for shareholder meetings)

Article 16

1

When convening the General Meeting of Shareholders, the Company may disclose to shareholders information pertaining to or appearing in the reference documents for the shareholder meeting, business reports, financial statements and consolidated financial statements by using the Internet in accordance with the Ministry of Justice Ordinance.

(New)

Article 17 to 42 (text omitted)

Chapter 8 Supplementary Provisions

(Transitional measure on release of liability of Audit & Supervisory Committee Members)

(Text omitted)

(New)

(Electronic provision measures, etc.) Article 16

When convening the General Meeting of Shareholders, the Company shall take electronic provision measures for information contained in reference documents for shareholder meetings.

  • The Company may not state in writing all or part of the
    matters stipulated by Ministry of Justice Ordinance, among the matters requiring electronic provision measures, to be delivered to shareholders who have requested written documents by the record date of voting rights.
    Article 17 to 42 (no changes)
    Chapter 8 Supplementary Provisions

(Transitional measure on release of liability of Audit & Supervisory Committee Members)

(No changes)

(Transitional measure concerning the electronic provision of reference documents for shareholder meetings)

  1. The removal and establishment of Article 16 shall take effect from the date of enforcement of the revised provisions prescribed in Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter, referred to as the
    "effective date").
  2. Notwithstanding the provisions of the preceding paragraph, Article 16 of the Articles of Incorporation before change shall remain in effect for General

2

Meetings of Shareholders held on a day within the end of

February 2023.

3. The Supplementary Provisions shall be deleted on March 1, 2023 or three months after the date of the General Meetings of Shareholders set forth in the preceding paragraph, whichever day is later.

3. Schedule

Date of shareholders meeting for resolution on revisions to the Articles of Incorporation:

Friday, March 25, 2022

(scheduled)

Date revisions to the Articles of Incorporate take effect:

Friday, March 25, 2022

(scheduled)

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Disclaimer

Fullcast Holdings Co. Ltd. published this content on 03 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 March 2022 07:29:03 UTC.