Japan Best Rescue System : Notice Regarding Transition to a Company with Audit & Supervisory Committee and Partial Amendments to the Articles of Incorporations

Notice: This document is a translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

	November 22, 2021
To whom it may concern
Company Name	Japan Best Rescue System Co., Ltd
Representative	Representative Director
	Mr. Nobuhiro Sakakibara
	(Stock code: 2453; 1st Section of Tokyo Stock
	Exchange, 1st Section of Nagoya Stock Exchange)
Inquiry	Director & Executive Officer
	Mr. Mitsuhiro Wakatsuki (TEL: [phone])

Notice Regarding Transition to a Company with Audit & Supervisory Committee

and Partial Amendments to the Articles of Incorporations

We hereby inform you that the Board of Directors meeting held today resolved to transit to a Company with Audit

• Supervisory Committee, subject to obtaining approvals for the necessary amendments to the Articles of Incorporation at the 25th Ordinary General Meeting of Shareholders scheduled to be held on December 24, 2021.

1. Transition to a Company with Audit & Supervisory Committee

1. Reasons for transition

We would like to shift to a Company with Audit & Supervisory Committee from the perspective of further enhancing corporate governance by strengthening the supervisory function of the Board of Directors.

(2) Effective date

We plan to obtain approval for the necessary amendments to the Articles of Incorporation and shift to a Company with Audit & Supervisory Committee at the 25th Ordinary General Meeting of Shareholders scheduled to be held on December 24, 2021.

2. Partial Amendment in the Articles of Incorporation

1. Reasons for amendments

We will make necessary amendments to its Articles of Incorporation to shift to a Company with Audit & Supervisory Committee, such as the establishment of new provisions concerning Audit & Supervisory Committee and its Directors, and the deletion of provisions concerning Audit & Supervisory Board and its Members. Amendments shall also be made to article numbers as well as adjustments and changes to wordings.

(2) Details of amendments

Details of amendments are shown below.

Amendments shall be effective at the conclusion of the 25th Ordinary General Meeting of Shareholders scheduled to be held on December 24, 2021.

Notice: This document is a translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Details of amendments to the Articles of Incorporation

(Underlined portions indicate the proposed amendments.)

	Current Articles of Incorporation	Proposed Amendments
		Chapter I General Provisions	Chapter I General Provisions
	Article 1.-Article 3. (Omitted)	Article 1.-Article 3.(Unchanged)
	(Organs)			(Organs)
Article 4. The Company shall have, in addition to	Article 4. The Company shall have, in addition to
	the general meeting of shareholders and	the general meeting of shareholders and
	Directors, the following organs:	Directors, the following organs:
	(1) Board of Directors	(1) Board of Directors
	(2) Audit & Supervisory Board Members	(2) Audit & Supervisory Committee
	(3) Audit & Supervisory Board	(Deleted)
	(4)Accounting Auditor	(3)Accounting Auditor
	Article 5.-Article 9. (Omitted)	Article 5.-Article 9.(Unchanged)
	(Acquisition of Own Shares)	(Deleted)
Article 10.	Pursuant to the provisions of
	Article 165, paragraph (2) of the
	Companies Act, the Company may
	acquire its own shares by resolution of
	the Board of Directors.
	Article 11.-Article19.(Omitted)	Article 10.-Article18.(Unchanged)
	(Number of Directors)	(Number of Directors)
	Article 20.			Article 19.
	The Company shall have not more than eight	1.The Company shall have not more than eight
	Directors.			Directors (excluding Directors who are Audit &
				Supervisory Committee Members).
	(New provision)	2. The Company shall have not more than five
				Directors who are Audit & Supervisory Committee
				Members.

(Method of Election) Article 21.

1.Directors shall be elected at a general meeting of shareholders.

2.(Omitted)

3.(Omitted) (Term of Office)

Article 22.

1.The term of office of a Director shall expire at the conclusion of the ordinary general meeting of shareholders for the last business year out of the business years terminating within one year after the election of the Director.

(New provision)

(Method of Election)

Article 20.

1. Directors shall be elected at a general meeting of shareholders, while making a distinction between Audit & Supervisory Committee Members and other Directors.

2.(Unchanged)

3.(Unchanged) (Term of Office)

Article 21.

1.The term of office of a Director (excluding Director who is an Audit & Supervisory Committee Member)shall expire at the conclusion of the ordinary general meeting of shareholders for the last business year out of the business years terminating within one year after the election of the Director.

2.The term of office of a Director who is an Audit & Supervisory Committee Member shall expire at the conclusion of the ordinary general meeting of shareholders for the last business year out of the business years terminating within two years after the election of the Director.

Notice: This document is a translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Current Articles of Incorporation		Proposed Amendments
2.The term of office of a Director elected as the	3.The term of office of a Director who is an Audit &
additional member orsubstitute shall be until the	Supervisory Committee Memberelected as
completion of the term of office of incumbent	substitute for a Director who is an Audit &
Directors.		Supervisory Committee Member leaving his/her
		position before the completion of his/her term of
		officeshall be until the completion of the term of
		office of that leavingDirector who is an Audit &
		Supervisory Committee Member.
(New provision)		4. The effective term of a substitute Director who is
		an Audit & Supervisory Committee Member elected
		pursuant to Article 329, paragraph (3) of the
		Companies Act shall expire at the commencement of
		the ordinary general meeting of shareholders for the
		last business year out of the business years
		terminating within two years after the election of
		the Director.
(Representative Directors and Directors With	(Representative Directors and Directors With
Special Titles)		Special Titles)
Article 23.		Article 22.
1. The Board of Directors shall appoint, by its	1. The Board of Directors shall appoint, by its
resolution, Representative Director(s).	resolution, Representative Director(s) from Directors
		(excluding Directors who are Audit & Supervisory
		Committee Members).
1. The Board of Directors shall appoint, by its	1. The Board of Directors shall appoint, by its
resolution, Representative Director(s).	resolution, Representative Director(s) from Directors
		(excluding Directors who are Audit & Supervisory
		Committee Members).
2. The Board of Directors may appoint, by its	2. The Board of Directors may appoint, by its
resolution, one Director and President, one Director	resolution, one Director and President, one Director
and Chairman, and a small number of Senior	and Chairman, and a small number of Senior
Managing Directors and Managing Directors.	Managing Directors and Managing Directors from
		Directors (excluding Directors who are Audit &
		Supervisory Committee Members).
Article 24.	(Omitted)	Article 23.	(Unchanged)
(Notice of Meeting of the Board of Directors)	(Notice of Meeting of the Board of Directors)
Article 25.		Article 24.
1. When convening a meeting of the Board of	1. When convening a meeting of the Board of
Directors, a notice shall be dispatched to each	Directors, a notice shall be dispatched to each
Director and each Audit & Supervisory Board	Director at least three days before the day of the
Memberat least three days before the day of the	meeting; provided, however, that this period may be
meeting; provided, however, that this period may be	reduced in case of urgent needs.
reduced in case of urgent needs.
2. With the consent of all Directors and Audit &	2.With the consent of all Directors, a meeting of the
Supervisory Board Members, a meeting of the	Board of Directors may be held without following the
Board of Directors may be held without following	convening procedures.
the convening procedures.
Article 26.	(Omitted)	Article 25.	(Unchanged)
(New provision)		(Delegation of Decisions on the Execution of
		Important Business)
		Article 26.The Board of Directors, pursuant to the
		provisions of Article 399-13, paragraph (6) of the
		Companies Act, may delegate all or part of decisions
		on the execution of important business (excluding
		matters listed in items of the same Article,
		paragraph (5)) to Directors by its resolution.

Notice: This document is a translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

	Current Articles of Incorporation		Proposed Amendments
	(Minutes of Board of Directors Meetings)	(Minutes of Board of Directors Meetings)
	Article 27.A summary of the proceedings of a	Article 27.A summary of the proceedings of a
	meeting of the Board of Directors and the outcome	meeting of the Board of Directors and the outcome
	thereof as well as other matters provided for by	thereof as well as other matters provided for by laws
	laws and regulations shall be stated or recorded in	and regulations shall be stated or recorded in the
	the minutes of the meeting, which shall bear the	minutes of the meeting, which shall bear the names
	names and seals or the electronic signatures of the	and seals or the electronic signatures of the
	Directors and Audit & Supervisory Board Members	Directors present at the meeting.
	present at the meeting.
	Article 28.	(Omitted)	Article 28.	(Unchanged)
	(Remuneration, Etc.)	(Remuneration, Etc.)
	Article 29.Remuneration, bonuses and other	Article 29.Remuneration, bonuses and other
	economic benefits given by the Company in	economic benefits given by the Company in
	consideration for the execution of duties	consideration for the execution of duties to Directors
	(hereinafter referred to as the "Remuneration,		shall be determined by a resolution of a general
	Etc.")to Directors shall be determined by a	meeting of shareholders while making a distinction
	resolution of a general meeting of shareholders.	between Audit & Supervisory Committee Members
				and other Directors.
	Article 30.	(Omitted)	Article 30.	(Unchanged)
	Chapter VAudit & Supervisory Board Members and	(Deleted)
	Audit & Supervisory Board
	(Number of Audit & Supervisory Board Members)	(Deleted)
	Article 31.The Company shall have not more than
	five Audit & Supervisory Board Members.
	(Method of Election)			(Deleted)
	Article 32.

1. Audit & Supervisory Board Members shall be elected at a general meeting of shareholders.
2. Resolutions on the election of an Audit & Supervisory Board Member shall be made by a majority of the votes of the shareholders present at the meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present.

(Term of Office)	(Deleted)
Article 33.

1. The term of office of an Audit & Supervisory Board Member shall expire at the conclusion of the ordinary general meeting of shareholders for the last business year out of the business years terminating within four years after the election of the Audit & Supervisory Board Member.
2. The term of office of an Audit & Supervisory Board Member elected as substitute for an Audit & Supervisory Board Member leaving his/her position before the completion of his/her term of office shall be until the completion of the term of office of that leaving Audit & Supervisory Board Member.

(Full-Time Audit & Supervisory Board Members)	(Deleted)
Article 34.The Audit & Supervisory Board shall
appoint full-time Audit & Supervisory Board
Member(s) by its resolution.

Notice: This document is a translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Current Articles of Incorporation	Proposed Amendments
(Notice of Meeting of the Audit & Supervisory	(Deleted)
Board)
Article 35.
1. When convening a meeting of the Audit &
Supervisory Board, a notice shall be dispatched to
each Audit & Supervisory Board Member at least
three days before the day of the meeting; provided,
however, that this period may be reduced in case of
urgent needs.
2. With the consent of all Audit & Supervisory
Board Members, a meeting of the Audit &
Supervisory Board may be held without following
the convening procedures.
(Method of Resolutions of the Audit & Supervisory	(Deleted)
Board)
Article 36.Unless otherwise provided for by laws
and regulations, resolutions of the Audit &
Supervisory Board shall be made by a majority of
the votes of Audit & Supervisory Board Members.
(Minutes of Audit & Supervisory Board Meetings)	(Deleted)
Article 37.A summary of the proceedings of a
meeting of the Audit & Supervisory Board and the
outcome thereof as well as other matters provided
for by laws and regulations shall be stated or
recorded in the minutes of the meeting, which shall
bear the names and seals or the electronic
signatures of the Audit & Supervisory Board
Members present at the meeting.
(Regulations of the Audit & Supervisory Board)	(Deleted)
Article 38.Matters concerning the Audit &
Supervisory Board shall be governed by the
Regulations of the Audit & Supervisory Board
established by the Audit & Supervisory Board, in
addition to applicable laws and regulations and
these Articles of Incorporation.
(Remuneration, Etc.)	(Deleted)
Article 39.Remuneration, bonuses and other
economic benefits given by the Company in
consideration for the execution of duties to Audit &
Supervisory Board Members shall be determined
by a resolution of a general meeting of
shareholders.
(Exemption of Audit & Supervisory Board Members	(Deleted)
From Liability)
Article 40.
1. Pursuant to the provisions of Article 426,
paragraph (1) of the Companies Act, the Company
may, by resolution of the Board of Directors,
exempt an Audit & Supervisory Board Member
(including a person who was formerly an Audit &
Supervisory Board Member) from his/her liability
for damages arising from neglecting his/her duties
to the extent permitted by laws and regulations.