JMDC : Notice of Partial Amendment of Articles of Incorporation

May 23, 2022

To whom it may concern

Company name: JMDC Inc.

Representative: Yosuke Matsushima, President and CEO

(TSE Prime Market, Stock Code: 4483)

Contact: Yuta Yamamoto, Vice President and CFO (E-mail: [e-mail])

Notice of Partial Amendment of Articles of Incorporation

JMDC Inc. (the "Company") announces, as described below, that it has resolved at a meeting of its Board of Directors held on May 23, 2022 to propose a partial amendment of its Articles of Incorporation at the 9th Ordinary General Meeting of Shareholders scheduled for June 21, 2022.

1. Reason of amendment

As the amendment provisions of the proviso clause of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be in effect as of September 1, 2022, to prepare for the introduction of a system for providing materials for general meetings of shareholders in an electronic format, we propose to amend the Articles of Incorporation of the Company as follows:

1. Article 14, paragraph 1 of the proposed amendment is to prescribe that the Company shall take measures to provide in an electronic format the information that should otherwise be included in the reference documents, etc. for general meetings of shareholders.
2. Article 14, paragraph 2 of the proposed amendment is to establish a provision to limit the scope of matters include in the paper document to be delivered to those shareholders who have requested the delivery of materials in a paper-based format.
3. The provisions concerning Internet disclosure and deemed provision of reference documents, etc. for general meetings of shareholders (Article 14 of the current Articles of Incorporation) will be deleted as they will no longer be necessary.
4. Supplementary provisions will be established to prescribe the effective date and other matters in relation to the new provisions and the deletion of existing provisions as mentioned above.

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2. Specific amendments to the Articles of Incorporation

	(Amended text is underlined)
Current Articles of Incorporation	Proposed amendments
(Internet Disclosure and Deemed Provision of	(Deleted)
Reference Documents, etc. for General
Meeting of Shareholders)
Article 14 When the Company gives notice
that a general meeting of
shareholders will be held, if the
Company discloses information
that is to be indicated in reference
documents for the general
meeting of shareholders, business
reports, financial statements
and/or consolidated financial
statements through the Internet in
accordance with the provisions
prescribed by ordinance of the
Ministry of Justice, it may be
deemed that the Company has
provided this information to
shareholders.
(New provision)	(Measures to Provide Information in an
	Electronic Format)
	Article 14 In convening a general meeting of
	shareholders, the Company shall
	take measures to provide in an
	electronic format such
	information that falls under
	reference documents, etc. for
	general meeting of shareholders.
	2. When a shareholder has requested
	the delivery of materials in a
	paper-based format by the record
	date of voting rights, the
	Company may choose not to
	include in the paper document to
	be delivered to the shareholders
	the whole or part of matters
	prescribed in ordinance of the
	Ministry of Justice if they are
	provided in an electronic format.

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	Supplementary Provisions	Supplementary Provisions
	(New provision)	(Transitional Provisions for the Introduction
		of a System for Providing Materials for
		General Meeting of Shareholders in an
		Electronic Format)
		Article 2 The amendment of Article 14 of
		Articles of Incorporation shall
		become effective on September 1,
		2022 (the "Effective Date"), which
		is the date of enforcement of the
		amended provisions stipulated in
		the proviso of Article 1 of
		Supplementary Provision of the
		Law Partially Amending the
		Companies Act (Law No. 70 of
		2019).
		2. Notwithstanding the provisions of
		the preceding paragraph, the
		provisions of Article 14 (Internet
		Disclosure and Deemed Provision
		of Reference Documents, etc. for
		General Meeting of Shareholders)
		of Articles of Incorporation shall
		remain in full force and effect for
		any general meeting of shareholders
		held within six (6) months from the
		Effective Date.
		3. This Article shall be deleted on the
		later of the day on which six (6)
		months have passed since the
		Effective Date and the day on
		which three (3) months have passed
		since the date of the general
		meeting of shareholders referred to
		in the preceding paragraph.
3. Schedule
Scheduled date of the general meeting of shareholders at which
the amendment of the Articles of Incorporation will be proposed:	June 21, 2022
Scheduled effective date of the amendment:		June 21, 2022

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