Japan Lifeline : Announces Partial Amendment to Articles of Incorporation

May 25, 2022

To whom it may concern,

Company: Japan Lifeline Co., Ltd.

Representative: Keisuke Suzuki, President and CEO (Code: 7575 TSE Prime Market)

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

Japan Lifeline Announces Partial Amendment to Articles of Incorporation

Japan Lifeline Co., Ltd. ("the Company") announced that at the Board of Directors' meeting held today, it has resolved to submit a proposal for "Partial Amendment to Articles of Incorporation" at the 42nd Ordinary General Meeting of Shareholders to be held on June 28, 2022.

1. Purpose of the Amendment to the Articles of Incorporation

1. Following the enforcement of the Act Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Laws and Regulations (Act No. 70 of 2021), listed companies may now hold general meetings of shareholders without designating a location (so called "virtual-only general meeting of shareholders") by stipulating it in their Articles of Incorporation. The Company believes that it is in the interest of all shareholders to expand the options for holding shareholders' meetings, taking into consideration possible outbreaks of infectious diseases or natural disasters as well as the progress of digitalization of society etc. Therefore, the Company intends to enable the General Meeting of Shareholders to be held without designating a location by newly adding Article 13 Paragraph 2 to the current Articles of Incorporation in the proposed manner as in the attachment. The Company has duly received the confirmation, which is necessary to enable the General Meeting of Shareholders to be held without designating a location pursuant to the amended Industrial Competitiveness Enhancement Act from the Minister of Economy, Trade and Industry and the Minister of Justice.
2. The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will come into force on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for General Shareholders' Meetings, the Articles of Incorporation of the Company shall be amended as follows.

• The proposed Article 16, Paragraph 1 stipulates that the Company takes electronic provision measures for information contained in the Reference Documents for the General Shareholders' Meeting, etc.

• The proposed Article 16, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.

• The provisions related to the Internet Disclosure and Deemed Provision of Reference Documents for General Shareholders Meeting (Article 16 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.

• In line with the above establishment and deletion of the provisions, supplementary provisions 1

related to the effective date, etc. shall be established.

1. Details of Amendments to the Articles of Incorporation The details of the amendments are shown in the attachment.
2. Schedule

Date of General Meeting of Shareholders to amend	June 28, 2022 (scheduled)
the Articles of Incorporation
Effective date of the amendment to the Articles of	June 28, 2022 (scheduled)
Incorporation
Attachment (next page)

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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 5 (omitted)	Article 1 through Article 5 (no changes)
Chapter 2 Stocks	Chapter 2 Stocks
Article 6 through Article 12 (omitted)	Article 6 through Article 12 (no changes)
Chapter 3 General Meeting of Shareholders	Chapter 3 General Meeting of Shareholders
(Convocation)	(Convocation)
Article 13 An ordinary general meeting of	Article 13 An ordinary general meeting of
shareholders of the Company shall be	shareholders of the Company shall be
convened in June of each year, and an	convened in June of each year, and an
extraordinary general meeting of	extraordinary general meeting of
shareholders shall be convened	shareholders shall be convened
whenever necessary.	whenever necessary.
(newly established)	(ii) The Company may hold a General
	Meeting of Shareholders without a
	designated location.
Article 14 through Article 15 (omitted)	Article 14 through Article 15 (no changes)
(Disclosure over the Internet and Deemed Delivery	(deleted)
of Reference Documents concerning the Exercise of
Voting Rights, etc.)
Article 16 When convening a general meeting of
Shareholders, the Company shall,
when disclosing information related to
matters which must be described or
otherwise expressed in reference
documents concerning the exercise of
voting rights, business reports,
financial statements and consolidated
financial statements, by use of internet
methods in accordance with the
regulations of the Ministry of Justice,
be entitled to deem the same to have
been delivered to Shareholders.

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Current Articles of Incorporation	Proposed Amendment
(newly established)	(Measures, etc. for Providing Information in
	Electronic Format)
	Article 16 When convening a general meeting of
	Shareholders, the Company shall take
	measures for providing information
	that constitutes the content of reference
	documents for the general meeting of
	Shareholders, etc. in electronic format.
	(ii) Among items for which the measures for
	providing information in electronic
	format will be taken, the Company
	may exclude all or some of those items
	designated by the regulations of
	Ministry of Justice from statements in
	the paper-based documents to be
	delivered to shareholders who
	requested the delivery of paper-based
	documents by the record date of voting
	rights.
Article 17 through Article 18 (omitted)	Article 17 through Article 18 (no changes)
Chapter 4 Board of Director and Board of Directors	Chapter 4 Board of Director and Board of Directors
Meeting	Meeting
Article 19 through Article 29 (omitted)	Article 19 through Article 29 (no changes)
Chapter 5 Audit and Supervisory Committee	Chapter 5 Audit and Supervisory Committee
Article 30 through Article 32 (omitted)	Article 30 through Article 32 (no changes)
Chapter 6 Accounting Auditor	Chapter 6 Accounting Auditor
Article 33 through Article 35 (omitted)	Article 33 through Article 35 (no changes)
Chapter 7 Calculations	Chapter 7 Calculations
Article 36 through Article 39 (omitted)	Article 36 through Article 39 (no changes)

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Current Articles of Incorporation	Proposed Amendment
Supplementary Provisions	Supplementary Provisions
(Transitional measures concerning liability	(Transitional measures concerning liability
limitation agreement for corporate auditors)	limitation agreement for corporate auditors)
Article 37 of the Articles of Incorporation prior to	Article 1Article 37 of the Articles of
the amendment by the resolution of the 41st	Incorporation prior to the amendment
Ordinary General Meeting of Shareholders shall	by the resolution of the 41st Ordinary
still apply to the agreement to limit liability for	General Meeting of Shareholders shall
damages under Article 423, Paragraph 1 of the	still apply to the agreement to limit
Companies Act with respect to the acts of Corporate	liability for damages under Article 423,
Auditors (including former Corporate Auditors)	Paragraph 1 of the Companies Act with
prior to the conclusion of the 41st Ordinary General	respect to the acts of Corporate
Meeting of Shareholders.	Auditors (including former Corporate
	Auditors) prior to the conclusion of the
	41st Ordinary General Meeting of
	Shareholders.
(newly established)	(Transitional measures concerning Internet
	disclosure and deemed provision of reference
	documents for the General Meeting of Shareholders,
	etc.)
	Article 2 The amendment to the Articles of
	Incorporation pertaining to Article 16
	shall be effective from the date of
	enforcement of the revised provisions
	provided for in the proviso to Article 1
	of the Supplementary Provisions of the
	Act Partially Amending the Companies
	Act (Act No. 70 of 2019) (hereinafter
	referred to as the "Date of
	Enforcement").
	(ii) Notwithstanding the provision of the
	preceding paragraph, Article 16 of the
	pre-amended Articles of Incorporation
	shall remain effective regarding any
	General Meeting of Shareholders held
	on a date within six (6) months from
	the Date of Enforcement.
	(iii) These Supplementary Provisions shall
	be deleted on the date when six (6)
	months have elapsed from the Date of
	Enforcement or three (3) months have
	elapsed from the date of the General
	Meeting of Shareholders in the
	preceding paragraph, whichever is
	later.

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