Sapporo : Notice Concerning Partial Amendments to Articles of Incorporation

	[Translation]
	February 10, 2022
Company Name	Sapporo Holdings Limited
Representative	Masaki Oga
	President and Representative Director
Stock Code	2501
Listed on	Tokyo Stock Exchange
	Sapporo Securities Exchange
Inquiries	Tatsuya Komatsu
	Director of Corporate Planning Department
	Tel: [phone]

Notice Concerning Partial Amendments to Articles of Incorporation

Sapporo Holdings Limited (the "Company"), at its Board of Directors meeting held today, resolved to

submit a proposal for partial amendments to the Articles of Incorporation to the 98th Ordinary General

Meeting of Shareholders to be held on March 30, 2022. The following is a summary of the proposal.

1. Reasons for proposal

The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Law No. 70 of 2019) will come into effect on September 1, 2022. Therefore, in preparation for the introduction of the system for provision in electronic format of materials for a General Meeting of Shareholders, the Articles of Incorporation of the Company will be amended as follows:

1. Proposed amended Paragraph 1 of Article 15 stipulates that measures for provision in electronic format shall be taken with respect to the information contained in the reference documents, etc. for General Meetings of Shareholders.
2. Proposed amended Paragraph 2 of Article 15 limits the scope of the matters to be listed in the documents to be delivered to shareholders who have requested the delivery of documents in paper- based format.
3. The provisions in respect of disclosure by way of the internet and deemed provision of reference documents, etc. for a Shareholders Meeting (Article 15 of the current Articles of Incorporation) will no longer be required and will be deleted.
4. In line with the above additions and deletions, supplementary provisions concerning the effective date and related matters will be incorporated.

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2. Details of amendments

The proposed amendments to the Articles of Incorporation are as follows:

	(Amendments are underlined)
Current Articles of Incorporation	Proposed amendment

Chapter 3

General Meetings of

Chapter 3

General Meetings of

Shareholders

Shareholders

(Disclosure by way of the Internet and Deemed

Provision of Reference Documents, etc. for a

Shareholders Meeting)

Article 15 In connection with convocation of a

General Meeting of Shareholders, the

Company may deem that any

information relating to the matters to

be described or shown in the

reference documents for the

shareholders meeting, business

reports, financial statements, and

consolidated financial statements, is

provided to the shareholders by

disclosing such information by way

of the internet in accordance with the

relevant Order of the Ministry of

Justice.

(Measures for Provision in Electronic Format,

etc.)

Article 15 In connection with convocation of a

General Meeting of Shareholders, the

Company shall take measures for

provision in electronic format of the

information contained in the reference

documents, etc. for the General

Meeting of Shareholders.

2 Of the matters for which the measures

for provision in electronic format will

be taken, the Company may omit to

list all or part of the matters as

stipulated in the Ordinance of the

Ministry of Justice in the documents

that will be delivered to shareholders

who have requested the delivery of

documents in paper form by the

record date of voting rights.

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Supplementary Provisions

(Transitional Measures Concerning Exemption from Audit & Supervisory Board Members' Liability)

Regarding agreements that limit liability for compensation under Article 423, Paragraph 1 of the Companies Act, relating to actions of Audit & Supervisory Board Members (including persons who were previously Audit & Supervisory Board Members of the Company) conducted before the conclusion of the 96th Ordinary General Meeting of Shareholders held in March 2020, the provisions then in force shall remain applicable.

Article 1(Transitional Measures Concerning Exemption from Audit & Supervisory Board Members' Liability)

Regarding agreements that limit liability for compensation under Article 423, Paragraph 1 of the Companies Act, relating to actions of Audit & Supervisory Board Members (including persons who were previously Audit & Supervisory Board Members of the Company) conducted before the conclusion of the 96th Ordinary General Meeting of Shareholders held in March 2020, the provisions then in force shall remain applicable.

Article 2 (Transitional Measures Concerning Measures for Provision in Electronic Format, etc.)

The deletion of Article 15 of the current Articles of Incorporation (Disclosure by way of

the Internet and Deemed Provision of Reference

Documents, etc. for a Shareholders Meeting) and

the addition of the proposed amended Article 15

(Measures for Provision in Electronic Format,

etc.) shall become effective as of September 1,

2022, the effective date of the amended provisions stipulated in the proviso to Article 1 ofthe supplementary provisions of the Act Partially

Amending the Companies Act (Law No. 70 of

2019).

2 Notwithstanding the provisions of the precedingparagraph, Article 15 of the current Articles of Incorporation shall remain in effect with respect

to a General Meeting of Shareholders to be held

within the period of six (6) months from

September 1, 2022.

3 This Supplementary Provision shall be deleted

on the date when six (6) months have elapsed from September 1, 2022, or three (3) months haveelapsed from the date of the General Meeting of Shareholders set forth in the preceding paragraph, whichever is the later.

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3. Schedule

Date for General Meeting of Shareholders to amend Articles of Incorporation (Tentative): March 30, 2022

Effective Date of the Amendment to the Articles of Incorporation (Tentative): March 30, 2022

[End of document]

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