Japan Lifeline : Announcement on Partial Amendment to Articles of Incorporation

May 25, 2021

To whom it may concern,

Company: Japan Lifeline Co., Ltd.

Representative: Keisuke Suzuki, President and CEO (Code: 7575 TSE 1st Section)

Contact person: Kenji Yamada, Senior Vice President, Corporate Administration Headquarters (TEL. [phone])

Announcement on Partial Amendment to Articles of Incorporation

Japan Lifeline Co., Ltd. announced that at the Board of Directors meeting held today, it has resolved to submit a proposal for "Announcement on Partial Amendment to Articles of Incorporation" at the 41st Ordinary General Meeting of Shareholders to be held on June 25, 2021, in order to shift to a company with an Audit and Supervisory Committee.

In addition, at the Board of Directors meeting held on May 7, 2021, the company resolved to shift from a company with Board of Corporate Auditors to a company with an Audit and Supervisory Committee, subject to approval at the Ordinary General Meeting of Shareholders, and to appoint officers after the shift. The information is separately disclosed in the "Notice of Transition to a Company with Audit and Supervisory Committee" and "Notice of Personnel Changes of Directors after Transition to a Company with Audit and Supervisory Committee" dated the same day.

1. Purpose of the Amendment to the Articles of Incorporation
2. 1. Japan Lifeline intends to further enhance the corporate governance system and increase the transparency and objectivity of management. To that end, it will make necessary changes, including the establishment of new provisions concerning the Audit and Supervisory Committee and Audit and Supervisory Committee Members, and the deletion of provisions concerning the Board of Corporate Auditors and Corporate Auditors, in order to shift to a company with an Audit and Supervisory Committee for the purpose of strengthening the auditing and supervisory functions for business execution.
   2. In order to enable directors to fully play their expected roles, a part of Article 28 of the current Articles of Incorporation will be amended to provide that Directors may be exempted from liability to the extent provided for in laws and regulations by a resolution of the Board of Directors.
3. Details of Amendments to the Articles of Incorporation The details of the amendments are shown in the attachment.
4. Schedule

Date of General Meeting of Shareholders to amend	June 25, 2021 (scheduled)
the Articles of Incorporation
Effective date of the amendment to the Articles of	June 25, 2021 (scheduled)
Incorporation
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Attachment: Details of the amendments to the Articles of Incorporation

(Underlined parts indicate changes.)

Current Articles of Incorporation

Proposed Amendment

Chapter 1 General Provisions

Chapter 1 General Provisions

Article 1 through Article 3 (text omitted)

Articles 1 through Article 3 (same as current)

(newly established)

(Organization)

Article 4 The Company shall have the following

organizations in addition to the General

Meeting of Shareholders.

1. Board of Directors

2. Audit and Supervisory Committee

3. Accounting Auditor

Article 4 (text omitted)

Article 5(same as current)

Chapter 2 Stocks

Chapter 2 Stocks

Article 5through Article 11(text omitted)

Article 6through Article 12(same as current)

Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders

Article 12through Article 17(text omitted)

Article 13through Article 18(same as current)

Chapter 4 Directors and Board of Directors

Chapter 4 Directors and Board of Directors

(Establishment of the Board of Directors)

(deleted)

Article 18 The Company shall have a Board of

Directors.

(Number of employees)

(Number of employees)

Article 19 The Company shall have no more than

Article 19 The number of Directors of the Company

fifteen (15) Directors.

(excluding those who are members of

the Audit and Supervisory Committee)

shall be fifteen (15) or less.

(newly established)

(ii) The Company shall have no more than

five (5) Directors who are Audit and

Supervisory Committee Members.

(Method of appointment)

(Method of appointment)

Article 20 Directors shall be elected at a general

Article 20 Directors shall be elected at a General

meeting of shareholders.

Meeting of Shareholders,

distinguishing between Directors who

are Audit and Supervisory Committee

Members and other Directors.

(ii) through (iii) (text omitted)

(ii) through (iii) (same as current)

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Current Articles of Incorporation

Proposed Amendment

(Term of office)

(Term of office)

Article 21 The term of office of Directors shall

Article 21 The term of office of Directors

expire at the close of the Ordinary

(excluding those who are members of

General Meeting of Shareholders

the Audit and Supervisory Committee)

relating to the last fiscal year ending

shall expire at the close of the Ordinary

within two (2)years after their

General Meeting of Shareholders

election.

relating to the last fiscal year ending

within one (1)year after their election.

(ii) The term of office of Directors elected

(deleted)

to increase the number of Directors or

to fill vacancies shall expire at the

expiration of the term of office of the

existing Directors.

(newly established)

(ii) The term of office of Directors who are

Audit and Supervisory Committee

Members shall expire at the close of the

Ordinary General Meeting of

Shareholders relating to the last fiscal

year ending within two (2) years after

their election.

(newly established)

(iii) The term of office of a Director who is

appointed as a substitute for a Director

who retires before the expiration of

his/her term of office as a member of

the Audit and Supervisory Committee

shall be until the expiration of the term

of office of the retired Director who is

a member of the Audit and Supervisory

Committee.

Article 22 through Article 23 (text omitted)

Article 22 through Article 23 (same as current)

(Notice of Convocation of Board of Directors

(Notice of Convocation of Board of Directors

Meeting)

Meeting)

Article 24 Notice of a meeting of the Board of

Article 24 Notice of a meeting of the Board of

Directors shall be given to each

Directors shall be given to each

Director and each Corporate Auditorat

Director at least three (3) days prior to

least three (3) days prior to the date of

the date of the meeting.

the meeting.

However, if there is an urgent need,

However, if there is an urgent need,

this period may be shortened.

this period may be shortened.

(ii) A meeting of the Board of Directors

(ii) A meeting of the Board of Directors

may be held without following the

may be held without following the

procedures for convening a meeting of

procedures for convening a meeting of

the Board of Directors if all Directors

the Board of Directors if all Directors

consent to such meeting.

and Corporate Auditorsconsent to such

meeting.

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Current Articles of Incorporation

Proposed Amendment

Article 25 (text omitted)

Article 25 (same as current)

(newly established)

(Delegation to Directors)

Article 26 Pursuant to the provisions of Article 399-

13, Paragraph 6 of the Companies Act,

the Company may, by a resolution of

the Board of Directors, delegate all or

part of the decisions on the execution

of important business (excluding the

matters listed in the items of Paragraph

5 of the same Article) to the Directors.

Article 26(text omitted)

Article 27(same as current)

(Remuneration, etc.)

(Remuneration, etc.)

Article 27Remuneration, bonuses and other

Article 28Remuneration, bonuses and other

property benefits received from the

property benefits received from the

Company as compensation for the

Company as compensation for the

execution of duties by Directors

execution of duties by Directors

(hereinafter referred to as

(hereinafter referred to as

"Remuneration, etc.") shall be

"Remuneration, etc.") shall be

determined by a resolution of the

determined by a resolution of the

General Meeting of Shareholders.

General Meeting of Shareholders

separately for Directors who are Audit

and Supervisory Committee Members

and for Directors who are not Audit

and Supervisory Committee Members.

(Directors' liability limitation agreement)

(Exemption fromliability of directors)

Article 28(newly Established)

Article 29 The Company may, pursuant to the

provisions of Article 426, Paragraph 1

of the Companies Act, exempt

Directors (including those who were

previously Directors) from liability for

damages due to negligence of their

duties by a resolution of the Board of

Directors to the extent permitted by

law.

Pursuant to the provisions of Article

(ii) The Company may enter into an

427, Paragraph 1 of the Companies

agreement with Directors (excluding

Act, the Company may enter into an

those who are Executive Directors,

agreement with Directors (excluding

etc.) to limit their liability for damages

those who are Executive Directors,

due to negligence of their duties

etc.) to limit their liability for damages

pursuant to the provisions of Article

arising from negligence of their duties.

427, Paragraph 1 of the Companies

However, the maximum amount of

Act. However, the maximum amount

liability under such contracts shall be

of liability under such contracts shall

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Current Articles of Incorporation

Proposed Amendment

the amount stipulated by laws and

be the amount stipulated by laws and

regulations.

regulations.

Chapter 5 Corporate Auditors and Board of

Chapter 5 Audit and Supervisory Committee

Corporate Auditors

(Establishment of Corporate Auditors and Board of

(deleted)

Corporate Auditors)

Article 29 The Company shall have corporate

auditors and a Board of Corporate

Auditors.

(Number of employees)

(deleted)

Article 30 The Company shall have no more than five

(5) corporate auditors.

(Method of appointment)

(deleted)

Article 31 Corporate auditors shall be elected at a

general meeting of shareholders.

(ii) A resolution for the election of

Corporate Auditors shall be adopted by

a majority of the voting rights of the

shareholders present at the meeting

where shareholders holding one-third

or more of the voting rights of the

shareholders who are entitled to

exercise their voting rights are present.

(Term of office)

(deleted)

Article 32 The term of office of Corporate Auditors

shall expire at the close of the Ordinary

General Meeting of Shareholders

relating to the last fiscal year ending

within four (4) years after their

election.

(ii) The term of office of a Corporate

Auditor elected to fill the vacancy of a

Corporate Auditor who has retired

before the expiration of his/her term of

office shall expire at the expiration of

the term of office of the retired

Corporate Auditor.

(Full-time Corporate Auditor)

(deleted)

Article 33 The Board of Corporate Auditors shall,

by its resolution, select a full-time

Corporate Auditor.

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