Nippon Sanso : Notice of Partial Amendments to Articles of Incorporation

April 26, 2022

To whom it may concern:

Company name:
Name of	Toshihiko Hamada
representative:	Representative Director, President CEO
(TSE Code: 4091, Prime Market of the TSE)
Contact person:	Takayoshi Umehara
General Manager, Public Relations
Phone: [phone]

Nippon Sanso Holdings Corporation

Notice of Partial Amendments to Articles of Incorporation

Nippon Sanso Holdings Corporation determined at the board of directors held today to submit a proposal to amend its Articles of Incorporation partially to its Ordinary General Meeting of Shareholders scheduled to be held on June 17, 2022.

1. Reason for amendment

As the amendment provisions as stipulated in the proviso of Article 1 of the Supplementary Provisions of the "Act for Partial Amendment of the Companies Act" (Act No.70 of 2019) will come into force on September 1, 2022, the Company proposes partial amendment to its Articles of Incorporation in order to prepare for implementation of system that enables electric provision of relevant reference documents for general meetings of shareholders as follows;

• (1) Proposed Amendment, Article 17, paragraph 1 shall provide that information of the Reference Documents Concerning the General Meeting of Shareholders and others be provided electronically;

• (2) Proposed Amendment, Article 17, paragraph 2 shall establish a provision to limit the scope of the matters to be included in documents that are to be delivered to shareholders who make a request for the delivery of hard copies;

• (3) Since an article regarding disclosure on the Internet of reference documents for the general meeting of shareholders, etc. and their deemed provision (Article 17 of the current Articles of Incorporation) will become unnecessary, it is to be deleted;

• (4) In conjunction with the new establishment and deletion as above, a proviso regarding the effective date, etc. shall be established.

2. Details of amendment

The current Articles of Incorporation and the proposed amendment are as listed below.

(Portions to be amended are underlined.)

Current Articles of Incorporation	Proposed amendment
Article 1～Article 16（Omitted） Article 17 (Disclosure via Internet and Deemed Provision of Reference Documents for General Meeting of Shareholders and Other Documents) In convening a General Meeting of Shareholders, the Company may be deemed to provide shareholders with such information as shall be described or indicated in reference documents for general meeting of shareholders, business reports, financial statements, and consolidated financial statements, by disclosing such information via the Internet as prescribed by Ministry of Justice Order. （Newly Established）	Article 1～Article 16（As per the current） （Deleted） Article 17（Measure for provision of information electronically） The Company shall electronically provide information contained in reference documents and other documents for the general meeting of shareholders in convening the general meeting of shareholders. 2. Among information to be provided electronically, the Company reserves the right to exclude, in whole or in part, any or all of the information set forth by the Ordinance of the Ministry of Justice in the documents to be delivered to shareholders who have requested delivery of hardcopies of documents by the record date for voting rights.
Current Articles of Incorporation	Proposed amendment
Article 18～Article 44（Omitted） （Newly Established）	Article 18～Article 44（As per the current） （Supplementary Provisions） 1. Deletion of Article 17 of the current Articles of Incorporation (Disclosure via Internet and Deemed Provision of Reference Documents for General Meeting of Shareholders and Other Documents) and establishment of Article 17 （Measure for provision of information electronically） shall become effective on September 1, 2022, being the effective date of the proviso to Article 1 of the Supplementary Provisions of the Act for Partial Revision of the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the Effective Date). 2. Notwithstanding the provisions of the preceding paragraph, Article 17 (Disclosure via Internet and Deemed Provision of Reference Documents for General Meeting of Shareholders and Other Documents) of the Articles of Incorporation prior to amendment shall remain in force with respect to general meetings of shareholders held within six (6) months from the Effective Date. 3. These Supplementary Provisions shall be deleted after six months have elapsed from the Effective Date or after three (3) months have elapsed from the day of the general meeting of shareholders set forth in the preceding paragraph, whichever comes later.