Tokyo Gas : Notice regarding Partial Changes to Articles of Incorporation

Press Release

Company:

Representative:

Contact:

April 28, 2021

Tokyo Gas Co., Ltd.

UCHIDA Takashi,

Representative Director, President

(Securities code: 9531, TSE 1 & NSE 1)

NAKAJIMA Kei, General Affairs

Group Manager

Notice regarding Partial Changes to Articles of Incorporation

Tokyo Gas Co., Ltd. (hereinafter, the "Company") announces as follows that at a meeting of the Board of Directors held today it decided to refer the "matter of partial changes to Articles of Incorporation" to the 221st annual shareholders meeting scheduled to be held on June 29, 2021.

1. Purpose of Changes to Articles of Incorporation

The Company is planning to shift to a company with a Nominating Committee, etc. in order to ensure appropriate and swift decision-making by the executive officers and to strengthen the supervisory function of the Board of Directors. Therefore, the Company will make the necessary changes to the Articles of Incorporation, such as newly establishing provisions concerning the Nominating Committee, Audit Committee, and Compensation Committee and their execution of duties as well as deleting the provisions related to Audit & Supervisory Board Members and the Audit & Supervisory Board itself.

Given the increased supervisory function that will accompany the transition to a company with a Nominating Committee, etc. necessary changes such as a newly establishing provision concerning the Decision-making Body for Distribution of Retained Earnings (Article 36 of proposed changes) will be made in accordance with the provisions of each item of Article 459, Paragraph 1 of the Companies Act in order to enable the Board of Directors to make flexible decisions on matters such as dividends of surplus even in the event of an emergency.

Furthermore, the Company will partially update Article 2 [Purpose] of the current Articles of Incorporation in order to clarify the purpose of our business operations in light of greater management emphasis on ESG perspectives.

Other changes, such as changes in the number of articles, will also be made in conjunction with the above.

2. Details of Changes to Articles of Incorporation

Details of the changes to the Articles of Incorporation are as follows:

※The following is a provisional translation. The English translation of the revised Articles of Incorporation are scheduled to be released after the 221st Ordinary General Meeting of Shareholders, which is slated to be held on June 29, 2021.

	(Underlined parts represent changes)
Now	Proposed changes
(Revised on 1th October, 2017)	(Revised on 29th June, 2021)
Chapter I: GENERAL PROVISIONS	Chapter I: GENERAL PROVISIONS
(Purpose)	(Purpose)
Article2	Article 2
The purpose of the company shall be to engage in the following business:	The purpose of the company shall be to engage in the following business in Japan
	and overseas:
	1) Gas business, electricity business, heat supply business, business related to
1) Gas business.	hydrogen and renewable energy, energy trading business, and other energy-
	related business.
2) Heat supply business.	2) Business related to the manufacture, process, transport, and sale of
energy-related products, industrial and medical gases, and chemical industrial
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	products.
	3) Business related to the manufacture, sale, lease, installation, operation, and
3) Electronic supply business.	maintenance of home equipment, and energy services and lifestyle-related
	services.
	4) Design, management, and construction of engineering works, construction,
4) Collection and buying and selling of natural gas.	electricity, tube construction, and machine apparatus installation construction
	and other business related to engineering.
5) Manufacture, transport, and sale of high pressure gas such as liquefied	5) Business related to regional development and business related to letting and
natural gas, liquefied petroleum gas, liquefied oxygen and liquid nitrogen in	hiring, buying and selling, mediation, management, and related services of real
kind.	estate.
6) Process and sale of coke and tar products, oil products, medicines and	6) Telecommunications business and information processing and information
organic chemical industrial products such as benzene, toluene and xylene in
provision services.
kind.
7) Manufacture and sale of gas appliances and home equipment such as kitchen	7) Leasing business, financing business, non-life insurance agency business, life
equipment, air-conditioning equipment, bathtubs, and bathroom vanity units in
insurance agency business, and credit service business.
kind.
8) Design, management, and construction of engineering works, construction,	8) Design, manufacture, and sale of equipment for environmental preservation
electricity, tube construction, and machine apparatus installation construction.	and business related to the reproduction processing of soil.
9) Letting and hiring, buying and selling, mediation and management of real	9) Business related to security and disaster prevention.
estate, and warehousing business.
10) Design, product and sale of air pollution control equipment, water pollution
prevention devices and waste treatment equipment for environmental	10) Business related to the operation of hotels, restaurants, etc.
preservation; and business for the reproduction processing of soil.
11)Provision of information processing, provision services, and communication
services, and the production and sale of computers and related computer	11) Advertising business, worker dispatch business, and travel agent business.
hardware / software of peripheral equipment / telecommunications equipment.
12)Security disaster prevention business and sales of crime prevention /	12)Ship leasing and ship operation business.
disaster prevention system equipment.
13) Integrated leasing business and financing business.	13) Investigation, research and consulting business concerning each of the
preceding items.
14) Management of hotels / restaurants / sport facilities / rental halls / and
showrooms; holding and management of various seminars and culture classes	14)Business incidental or related to each of the preceding items.
/ entertainment for sports and cooking in kind; and travel business.
15) Sale of daily necessary miscellaneous goods / food; gardening service
industry such as the cultivation and sale of floriculture / foliage plants.
16)Non-life insurance agency business, life insurance agency business, money
collection agency business, trustee businesses of housework assistance such
as cleaning / home building and repairs, etc., credit card business, advertising
business, publication business and worker dispatch business.
17) Ship leasing and ocean shipping.
18) Investigation, research and consulting business concerning each of the
preceding clauses.
19) Business related to accompanying each of the preceding clauses.
(Governing Body)	(Governing Body)
Article 4	Article 4
The Company shall, besides the General Meeting of Shareholders and Directors,
The Company shall, besides the General Meeting of Shareholders and
have the following governing bodies as a Company with a Nominating
Directors, have the following governing bodies.
Committee, etc.
1)Board of Directors	1) Board of Directors
2)Audit & Supervisory Board Members and Audit &	2) Nominating Committee, Audit Committee, and Compensation Committee
Supervisory Board
3)Accounting Auditor	3) Executive Officers
	4)Accounting Auditor
Chapter Ⅱ: SHARES	Chapter Ⅱ: SHARES
(Administrator of Shareholder Registry)	(Administrator of Shareholder Registry)
Article 11	Article 11
(1)The Company shall have an Administrator of Shareholder Registry.	(1) The Company shall have an Administrator of Shareholder Registry.
(2)The Administrator of Shareholder Registry and the location of its	(2) A public notice shall be made with regard to the Administrator of Shareholder
administrative handling office shall be determined by resolution of the Board of	Registry and the location of its administrative handling office.
Directors and public notice of such shall be made.
(3)The preparation and keeping of the Company's shareholder registry and share	(3) The preparation and keeping of the Company's shareholder registry and share
option registry, and other administrative work related to the shareholder registry	option registry, and other administrative work related to the shareholder registry
and share option registry shall be entrusted to the Administrator of Shareholder	and share option registry shall be entrusted to the Administrator of Shareholder
Registry and shall not be handled by the Company itself.	Registry and shall not be handled by the Company itself.
Chapter III: SHAREHOLDERS MEETING	Chapter III: SHAREHOLDERS MEETING
(Convenor of Shareholders Meetings and Chairperson)	(Convenor of Shareholders Meetings and Chairperson)
Article 15	Article 15
(1) Unless otherwise provided for by law or	(1) Unless otherwise provided for by laws and regulations, a Director of the
	Company previously determined by the Board of Directors shall call a
	shareholders meeting in accordance with a resolution of the Board of Directors.
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regulations, the President of the Company shall call a shareholders meeting in	If such Director is unable to act in this capacity, another person shall take his/her
accordance with a resolution of the Board of Directors and act as Chairperson	place in the order previously determined by resolution of the Board of Directors.
thereof.
(2) If the President of the Company is unable to act in this capacity, one of the	(2) The Executive Officer and President of the Company shall act as
other Directors shall take his /her place in the order previously determined by	Chairperson of shareholders meetings. If the Executive Officer and President of
resolution of the Board of Directors.	the Company is unable to act in this capacity, another person shall take his/her
	place in the order previously determined by resolution of the Board of
	Directors.
Chapter IV: DIRECTORS AND BOARD OF DIRECTORS	Chapter IV: DIRECTORS AND BOARD OF DIRECTORS
(Term of Office)	(Term of Office)
Article 21	Article 21
The term of office of a Director shall expire at the conclusion of the annual	The term of office of a Director shall expire at the conclusion of the annual
shareholders meeting for the latest business year ending within one (1) year from	shareholders meeting for the business year ending within one (1) year from
his/her appointment of office.	his/her appointment of office.
(Representative Directors and Directors with Title)	(Directors with Title)
Article 22	Article 22
(1) The Board of Directors may appoint, by its resolution, a Chairperson and
(1) Representative Directors of the company shall be elected by resolution of the
Directors with other titles.
Board of Directors.
(2) The Board of Directors may appoint, by its resolution, one (1) Chairperson,
one (1) President, and, where necessary, one (1) or more Directors with other	(2) (deleted)
titles.
(Calling of Meeting of the Board of Directors and Chairperson)	(Calling of Meeting of the Board of Directors and Chairperson)
Article 23	Article 23
(1) Except as otherwise provided by laws and regulations, the Board of Directors	(1) Except as otherwise provided by laws and regulations, the Board of Directors
shall be called and presided over by the Chairperson of the Board of Directors.	shall be called and presided over by a Director previously determined by the
	Board of Directors. If the Director is unable to act in this capacity, one of the
	other Directors shall take his/her place in the order previously determined by the
	Board of Directors.
(2)If the Chairperson of the Board of Directors is unable to act in this capacity,
one of the other Directors shall take his/her place in the order previously	(2) (deleted)
determined by the Board of Directors.
(3) Notice of calling of a meeting of the Board of Directors shall be dispatched	(2)Notice of calling of a meeting of the Board of Directors shall be dispatched
to each Director and Audit & Supervisory Board Member three (3) days prior to
to each Directorthree (3) days prior to the date of such meeting, provided,
the date of such meeting, provided, however, that such period may be shortened
however, that such period may be shortened in case of emergency.
in case of emergency.
(4) Notwithstanding the foregoing, the Board may be called without following	(3)Notwithstanding the foregoing, the Board may be called without following
procedures as set forth herein in case there is unanimous agreement among the	procedures as set forth herein in case there is unanimous agreement among the
Directors and Audit & Supervisory Board Members to that effect.	Directorsto that effect.
(Remuneration etc.)	(Remuneration etc.)
Article 25	Article 25 (deleted)
The remuneration, bonuses and other monetary benefits received from the
Company by Directors as consideration for execution of their duties (hereinafter
referred to as 'Remuneration etc.') shall be determined by resolution of a
shareholders meeting.
(Exemption from Liability of Directors)	(Exemption from Liability of Directors)
Article 26 (text omitted)	Article 25(as now)
(Executive Advisor and Executive Consultant)	(Executive Advisor and Executive Consultant)
Article 27 (text omitted)	Article 26(as now)
(Regulations of the Board of Directors)	(Regulations of the Board of Directors)
Article 28 (text omitted)	Article 27(as now)

Chapter V: AUDIT & SUPERVISORY BOARD MEMBERS	Chapter V: AUDIT & SUPERVISORY BOARD MEMBERS
AND THE AUDIT & SUPERVISORY BOARD	AND THE AUDIT & SUPERVISORY BOARD (deleted)

(Number of Audit & Supervisory Board Members)

Article29

1. The Company shall have not more than five (5) Audit & Supervisory Board Members
2. In case a vacancy arises, the Company may postpone filling such vacancy unless the minimum number of Audit & Supervisory Board Members required by law has not been satisfied.

(Election)

3

Article 30

1. Resolutions to elect Audit & Supervisory Board Members shall be adopted by a majority vote of the voting rights held by the attending shareholders holding not less than one-third of the total voting rights of all shareholders who are entitled to exercise their voting rights.
2. The validity of the election of Substitute Audit & Supervisory Board Members shall expire at the opening of the ordinary general meeting of shareholders for the last business year that ends within four (4) years from their election.

(Term of Office)

Article 31

1. The term of office of an Audit & Supervisory Board Member shall expire at the conclusion of the ordinary general meeting of shareholders for the last business year that ends within four (4) years from their appointment.
2. The term of office of an Audit & Supervisory Board Member elected as a substitute (Substitute Audit & Supervisory Board Member), and the term of office in the event that a substitute Audit & Supervisory Board Member assumes the office of Audit & Supervisory Board Member shall be the remaining term of office of his/her predecessor.

(Full-time Audit & Supervisory Board Member) Article 32

The Audit & Supervisory Board shall appoint Full-time Audit & Supervisory Board Members from among the Audit & Supervisory Board Members.

(Calling of the Audit & Supervisory Board) Article 33

1. Notice of calling of a meeting of the Audit & Supervisory Board shall be dispatched to each Audit & Supervisory Board Member no later than three (3) days prior to the date of such meeting; provided, however, that such period may be shortened in case of emergency.
2. Notwithstanding the foregoing, the Board may be called without following procedures as set forth herein in case there is unanimous agreement among the Audit & Supervisory Board Members to that effect.

(Remuneration etc.） Article 34

The remuneration, etc. of Audit & Supervisory Board Members shall be determined by resolution of a shareholders meeting.

(Exemption from Liability of Audit & Supervisory Board Members]) Article 35

1. With respect to the liability of Audit & Supervisory Board Members (including former Audit & Supervisory Board Members) under Paragraph 1,
   Article 423 of the 'Companies Act', Audit & Supervisory Board Members may, by resolution of the Board of Directors, be exempted from their liability to the extent as prescribed by Paragraph 1, Article 425 of the 'Companies Act' where the said Audit & Supervisory Board Member undertook his/her duties in good faith and without gross negligence.
2. The Company may enter into agreements with Outside Audit & Supervisory Board Members that limit their liability for damages under Article 423, Paragraph 1 of the Companies Act, to the extent stipulated by Article 425, Paragraph 1 of the Companies Act, provided that the Outside Audit & Supervisory Board Members have performed their duties in good faith and without gross negligence.

(Regulations of the Audit & Supervisory Board)

Article 36

Matters concerning the Audit & Supervisory Board shall be governed by applicable laws and regulations and/or these Articles of Incorporation, as well as by regulations for the Audit & Supervisory Board.

Chapter V: NOMINATING COMMITTEE, AUDIT

COMMITTEE, AND COMPENSATION COMMITTEE

(Appointment) Article 28

Members who constitute the Nominating Committee, Audit Committee, and Compensation Committee shall be appointed from among the Directors, by resolution of the Board of Directors.

(Committee Regulations) Article 29

Matters concerning each Committee shall be governed by applicable laws and regulations and/or these Articles of Incorporation, as well as by regulations for each Committee established by the Board of Directors.

Chapter VI: EXECUTIVE OFFICERS

4

	(Election)
	Article 30
	Executive Officers shall be elected by resolution of the Board of Directors.
	(Term of Office)
	Article 31
	The term of office of an Executive Officer shall expire on the last day of the
	business year ending within one (1) year from his/her appointment of office.
	（Representative Executive Officer and Executive Officers with Titles）
	Article 32
	(1) Representative Executive Officers shall be appointed by resolution of the
	Board of Directors.
	(2) One (1) Executive Officer and President shall be elected by resolution of the
	Board of Directors. Executive Officers with other titles may be appointed by
	resolution of the Board of Directors.
	(Exemption from Liability of Executive Officers)
	Article 33
	With respect to the liability of Executive Officers (including former Executive
	Officers) under Paragraph 1, Article 423 of the 'Companies Act', Executive
	Officers may, by resolution of the Board of Directors, be exempted from their
	liability to the extent as prescribed by Paragraph 1, Article 425 of the 'Companies
	Act' where the said Executive Officer undertook his/her duties in good faith and
	without gross negligence.
	(Regulations for Executive Officers)
	Article 34
	Matters concerning the Executive Officers shall be governed by applicable laws
	and regulations and/or these Articles of Incorporation, as well as by regulations
	for Executive Officers established by the Board of Directors.
Chapter VI: ACCOUNTS		Chapter Ⅶ: ACCOUNTS
(Business Year)	(Business Year)
Article 37 (text omitted)	Article 35(as now)
(Record Date of Distribution of Retained Earnings)	(Decision-making Body for Distribution of Retained Earnings)
Article 38	Article 36
The record date of year-end dividends shall be the 31st of March of each year.	The Company may, by resolution of the Board of Directors, decide the
	distribution of retained earnings and other matters set forth in each Item of
	Paragraph 1, Article 459 of the 'Companies Act'.
(Interim Dividends)	(Record Date of Distribution of Retained Earnings)
Article 39	Article 37
By resolution of the Board of Directors, the Company may distribute interim	The record dates for the distribution of retained earnings shall be the 31st of
dividends as of the 30th of September of each year as its record date.	March and the 30th of September of each year. Retained earnings may be
	additionally distributed by setting record dates.
（Time Limitation of Dividends Demands）	(Time Limitation of Dividends Demands)
Article 40 (text omitted)	Article 38(as now)
(Period of Conversion of Convertible Bonds and Exercising of Rights of	(Period of Conversion of Convertible Bonds and Exercising of Rights of
Corporate Bonds with share options)	Corporate Bonds with share options)
Article 41	Article 41 (deleted)
With respect to the initial distribution of retained
earnings on shares issued upon the conversion of convertible bonds or the
exercising of rights of corporate bonds with share options, such request for
conversion or exercising of rights shall be deemed to have been made on the 1st
of April where the request is made between the 1st of April and the 30th of
September, or on the 1st of October where the request is made from the 1st of
October and the 31st of March of the following year, and payments shall be made
accordingly.
		SUPPLEMENTARY PROVISIONS
	(Transitional Measures)
	Article 1
	With regard to the liability of Audit & Supervisory Board Members prior to
	the conclusion of the 221st annual shareholders meeting, the provisions of Article
	35 of the Articles of Incorporation before being amended at the said shareholders
	meeting shall remain in force.
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