Lifenet Insurance : Notice Regarding the Partial Amendment to Articles of Incorporation

NEWS RELEASE

May 13, 2021

Ryosuke Mori, President

LIFENET INSURANCE COMPANY

(Securities Code: 7157, TSE Mothers)

Notice Regarding the Partial Amendment to

Articles of Incorporation

TOKYO, May 13, 2021 - LIFENET INSURANCE COMPANY (TSE Mothers 7157, President Ryosuke Mori, URL: https://ir.lifenet-seimei.co.jp/en/) announces that it decided to propose a partial amendment to its Articles of Incorporation for approval at the 15th Annual General Meeting of Shareholders scheduled to be held on June 20, 2021.

1. Purpose of Amendment

1. Amendments regarding the transition to a company with an Audit and Supervisory Committee
   The Company has determined to make the transition from the current company with the Audit and Supervisory Board to a company with an Audit and Supervisory Committee to further strengthen the supervisory function of the Board of Directors and enhance corporate governance. Accordingly, the Company proposes to newly establish provisions relating to the Directors who are Audit and Supervisory Committee Members and Audit and Supervisory Committee, delete provisions relating to the Audit and Supervisory Board Members and the Audit and Supervisory Board, and make other necessary amendments.
2. The deletion of supplementary provision regarding amortization of operating expenses under Article 113 of the Insurance Business Act
   Article 113, paragraph (1) of the Insurance Business Act allows deferral of all or part of operating expenses for the first five years after business commencement because the initial acquisition costs are significant in the insurance business. The deferred assets are allowed to be amortized within ten years.
   The Company recorded a part of operating expenses incurred from fiscal 2008, its business commencement, until fiscal 2012 as the deferred assets, and amortized the entire deferred assets over a period of nine years to fiscal 2016. Accordingly, the Company proposes to delete this supplementary provision.
3. Other overall-related amendments

In connection with the addition and deletion of provisions, subsequent numbering of Articles and other necessary amendments are proposed.

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2. Details of Amendment

The details of the proposed amendment are as follows:

(Underlines denote amendments)

Current Articles of Incorporation

Proposed Amendments

CHAPTER I

CHAPTER I

GENERAL PROVISION

GENERAL PROVISION

Articles 1 to 3

(Text omitted)

Articles 1 to 3

(Unchanged)

Article 4

Organs

Article 4

Organs

The Company shall establish the following

The Company shall establish the following

organs in addition to the general meeting of

organs in addition to the general meeting of

shareholders and Directors:

shareholders and Directors:

(1) Board of Directors;

(1) Board of Directors;

(2) Corporate Auditors;

(2) Audit and Supervisory Committee; and

(3) Board of Corporate Auditors; and

(Deleted)

(4)Accounting Auditor.

(3)Accounting Auditor.

Article 5

(Text omitted)

Article 5

(Unchanged)

CHAPTER II

CHAPTER II

SHARES

SHARES

Articles 6 to 12

(Text omitted)

Articles 6 to 12

(Unchanged)

CHAPTER III

CHAPTER III

GENERAL MEETING OF SHAREHOLDERS

GENERAL MEETING OF SHAREHOLDERS

Articles 13 to 17

(Text omitted)

Articles 13 to 17

(Unchanged)

CHAPTER IV

CHAPTER IV

DIRECTORS AND BOARD OF DIRECTORS

DIRECTORS AND BOARD OF DIRECTORS,

AND AUDIT AND SUPERVISORY

COMMITTEE

Article 18 Number of Directors

Article 18 Number of Directors

The number of Directors of the Company shall

18.1

The number of Directors of the Company

be eleven (11) or fewer.

(excluding those who are Audit and

Supervisory Committee Members)shall

be eleven (11) or fewer.

(New)

18.2

The number of Directors of the Company

who are members of the Audit and

Supervisory Committee (hereinafter

referred to as "Audit and Supervisory

Committee Members") shall be five (5) or

fewer.

Article 19 Election of Directors

Article 19 Election of Directors

19.1

Directors shall be elected by a resolution

19.1

Directors shall be elected by a resolution

of the general meeting of shareholders.

of the general meeting of shareholders

19.2

(Text omitted)

by distinguishing Audit and Supervisory

19.3

(Text omitted)

Committee Members from other

Directors.

19.2

(Unchanged)

19.3 (Unchanged)

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Current Articles of Incorporation			Proposed Amendments
Article 20 Term of Office of Directors		Article 20 Term of Office of Directors
The term of office of each Director shall	20.1	The term of office of each Director
continue until the conclusion of the ordinary			(excluding Audit and Supervisory
general meeting of shareholders for the last			Committee Members)shall continue until
business year which ends within one (1) year			the conclusion of the ordinary general
from the time of his/her election.			meeting of shareholders for the last
			business year which ends within one (1)
			year from the time of his/her election.
(New)		20.2	The term of office of each Audit and
			Supervisory Committee Member shall
			continue until the conclusion of the
			ordinary general meeting of shareholders
			for the last business year which ends
			within two (2) years from the time of
			his/her election.
(New)		20.3	The term of office of an Audit and
			Supervisory Committee Member elected
			as the substitute for another Audit and
			Supervisory Committee Member who has
			retired from office before the expiration of
			his/her term of office shall continue until
			the expiration of the term of office of the
			retired Audit and Supervisory Committee
			Member.
(New)		20.4	The resolution of election of substitute
			Audit and Supervisory Committee
			Members pursuant to Article 329,
			paragraph 3 of the Companies Act shall
			be effective for a period that ends at the
			beginning of the ordinary general
			meeting of shareholders for the last
			business year which ends within two (2)
			years from the time of that resolution,
			unless the period is shortened by that
			resolution.

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Current Articles of Incorporation

Proposed Amendments

Article 21 Directors with Titles, etc.

Article 21 Directors with Titles, etc.

21.1 The Company may appoint one (1)

21.1 The Company may appoint one (1)

Chairman and Director, one (1) President

Chairman and Director, one (1) President

and Director and a few Directors with

and Director and a few Directors with

Titles by a resolution of the Board of

Titles out of the Directors (excluding

Directors.

Audit and Supervisory Committee

21.2

The Company may appoint one (1) Chief

Members)by a resolution of the Board of

Executive Officer (CEO) and one (1)

Directors.

Chief Operating Officer (COO) by a

21.2

The Company may appoint one (1) Chief

resolution of the Board of Directors.

Executive Officer (CEO) and one (1)

Chief Operating Officer (COO) out of the

Directors (excluding Audit and

Supervisory Committee Members)by a

resolution of the Board of Directors.

Article 22

Representative Directors

Article 22

Representative Directors

The Company shall elect Representative

The Company shall elect Representative

Directors by a resolution of the Board of

Directors out of the Directors (excluding Audit

Directors.

and Supervisory Committee Members)by a

resolution of the Board of Directors.

Article 23 Board of Directors

Article 23 Board of Directors

23.1

(Text omitted)

23.1

(Unchanged)

23.2

Notice to convene a meeting of the

23.2

Notice to convene a meeting of the

Board of Directors shall be given to each

Board of 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; provided,

the meeting; provided, however, that the

however, that the notice period may be

notice period may be shortened in case

shortened in case of an emergency.

of an emergency.

23.3

(Unchanged)

23.3

(Text omitted)

Article 24

(Text omitted)

Article 24

(Unchanged)

(New)

Article 25 Delegation to Directors

The Company may, pursuant to the provisions

of Article 399-13, paragraph 6 of the

Companies Act, delegate to the Directors all or

part of decisions of execution of important

operations (excluding the matters listed in the

items of paragraph 5 of the same Article) by a

resolution of the Board of Directors.

Article 25Remuneration, etc. for Directors

Article 26Remuneration, etc. for Directors

The financial benefits received from the

The financial benefits received from the

Company as a consideration for the execution

Company as a consideration for the execution

of the duties, such as remunerations and

of the duties, such as remunerations and

bonuses (hereinafter referred to as

bonuses (hereinafter referred to as

"Remuneration, etc.") of Directors shall be

"Remuneration, etc.") of Directors shall be

determined by a resolution of the general

determined by a resolution of the general

meeting of shareholders.

meeting of shareholders by distinguishing

Audit and Supervisory Committee Members

from other Directors.

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Current Articles of Incorporation

Proposed Amendments

Article 26Exemption from Liability of

Article 27Exemption from Liability of

Directors

Directors

26.1

(Text omitted)

27.1

(Unchanged)

26.2

(Text omitted)

27.2

(Unchanged)

(New)

Article 28 Audit and Supervisory Committee

(New)

28.1

The Audit and Supervisory Committee

shall be constituted of all of the Audit and

Supervisory Committee Members.

(New)

28.2

Notice to convene a meeting of the Audit

and Supervisory Committee shall be

given to each Audit and Supervisory

Committee Member at least three (3)

days prior to the date of the meeting;

provided, however, that the notice period

may be shortened in case of an

emergency.

(New)

28.3

Unless otherwise provided for by laws or

regulations or these Articles of

Incorporation, the other matters relating

to the Audit and Supervisory Committee

shall be subject to the Regulations of the

Audit and Supervisory Committee

stipulated by the Audit and Supervisory

Committee.

(New)

Article 29 Full-time Audit and Supervisory

Committee Members

The Audit and Supervisory Committee may

appoint full-time Audit and Supervisory

Committee Members from the Audit and

Supervisory Committee Members by its

resolution.

CHAPTER V

(Deleted)

CORPORATE AUDITORS AND BOARD OF

CORPORATE AUDITORS

Article 27 Number of Corporate Auditors

(Deleted)

The number of Corporate Auditors of the

Company shall be five (5) or fewer.

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