ＤＤNEWSRELEASE
May 12, 2022
Ryosuke Mori, President
LIFENET INSURANCE COMPANY(Securities Code: 7157, TSE Growth)

Notice Regarding the Partial Amendment toArticles of Incorporation
TOKYO, May 12, 2022 – LIFENET INSURANCE COMPANY (TSE Growth 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 16th
Annual General Meeting of Shareholders scheduled to be held on June 26, 2022.
1.

Purpose of Amendment(1) Amendment regarding increase in the total number of shares authorized to be issued
The total number of shares authorized to be issued specified in Article 6 (Total Numberof Shares Authorized to be Issued) of the current Articles of Incorporation will change
from 100 million shares to 200 million shares. This will enable the Company to improve
the liquidity of its shares and implement an agile capital policy in the future.
(2) Amendment regarding an electronic provision system of meeting documents ofgeneral meeting of shareholders
The following changes will be made to prepare for introduction of an electronic provisionsystem of meeting documents. It is associated with the amendment provision as
stipulated in Article 1, proviso, of the Supplementary Provisions of the “Act for Partial
Amendment of the Companies Act” (Act No.70 of 2019), which will take effect on
September 1, 2022.
1.

The proposed amendment to Article 17, Paragraph 1 is a new clause thatmandates the provision of information in reference documents for general meetingsof shareholders, etc. in an electronic format.

2.

The proposed amendment to Article 17, Paragraph 2 is a new clause that limits thescope of matters to be delivered to shareholders who have requested delivery ofmaterials in a paper-based format to the scope specified by Ordinance of theMinistry of Justice.

3.

Article 17 in the current Articles of Incorporation (Disclosure of Reference
Documents for General Meetings of Shareholders, etc. via Internet and DeemedDelivery) will become unnecessary and will therefore be deleted.

4.

Supplementary provisions regarding the effective date, etc. will be establishedtogether with the establishment and deletion of provisions noted above.

(3) Amendment regarding change the number of directors (excluding directors who areaudit and supervisory committee members)
Article 18 of the current Articles of Incorporation (Number of Directors) will be changed
to reduce the number of directors (excluding directors who are audit and supervisoryCopyright© LIFENET INSURANCE COMPANY All rights reserved.

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ＤＤNEWSRELEASECommittee members) on the Board of Directors from eleven (11) or fewer to ten (10) orfewer. The purpose of this amendment is to optimize and invigorate Board of Directors
meetings and speed up decision-making to enhance corporate value.
2.

Details of Amendment
The details of the proposed amendment are as follows:(Underlines denote amendments)
Current Articles of Incorporation

Proposed Amendments

CHAPTER ICHAPTER I
GENERAL PROVISIONGENERAL PROVISION
Articles 1 to 5(Text omitted)
Articles 1 to 5(Unchanged)
CHAPTER II
CHAPTER IISHARESSHARES
Article 6 Total Number of Shares Authorized Article 6 Total Number of Shares Authorized
to be Issued
to be Issued
The total number of shares authorized to be
The total number of shares authorized to beissued by the Company shall be one hundred issued by the Company shall be two hundred
million (100,000,000) shares.
million (200,000,000) shares.
Articles 7 to 12(Text omitted)
Articles 7 to 12(Unchanged)
CHAPTER III
CHAPTER III
GENERAL MEETING OF SHAREHOLDERS GENERAL MEETING OF SHAREHOLDERS
Articles 13 to 16 (Text omitted)
Articles 13 to 16 (Unchanged)
Article 17 Disclosure of Reference(Deleted)
Documents for General Meetings ofShareholders, etc. via Internet andDeemed Delivery
When convening a general meeting ofshareholders, the Company may deem that theinformation required to be described orpresented in the reference documents for thegeneral meeting of shareholders, business
reports, financial statements, and consolidated
financial statements have been provided to theshareholders when such information isdisclosed, pursuant to the Ordinance of theMinistry of Justice, through a method that uses
the Internet.

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2ＤＤNEWSRELEASE
Current Articles of Incorporation

Proposed Amendments

(New)
(New)

Article 17 Electronic Provision Measures, etc.
17.1 The Company shall, when convening ageneral meeting of shareholders, takeelectronic provision measures to provide
information including the contents ofreference documents for general meetingof shareholders, etc. in an electronicformat.
(New)
17.2 The Company may choose not to include
all or part of the matters for whichelectronic provision measures are to betaken, as provided for in the applicable
Ministry of Justice Order, in thedocuments to be delivered toshareholders who have requested
delivery of materials in a paper-basedformat by the record date for voting
rights.
CHAPTER IV
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS, DIRECTORS AND BOARD OF DIRECTORS,AND AUDIT AND SUPERVISORY
AND AUDIT AND SUPERVISORYCOMMITTEECOMMITTEE
Article 18 Number of Directors
Article 18 Number of Directors
18.1 The number of Directors of the Company 18.1 The number of Directors of the Company(excluding those who are Audit and(excluding those who are Audit andSupervisory Committee Members) shall
Supervisory Committee Members) shallbe eleven (11) or fewer.
be ten (10) or fewer.
18.2 (Text omitted)
18.2 (Unchanged)
Articles 19 to 29 (Text omitted)
Articles 19 to 29 (Unchanged)
CHAPTER V
CHAPTER V
ACCOUNTING AUDITORACCOUNTING AUDITOR
Articles 30 to 32 (Text omitted)
Articles 30 to 32 (Unchanged)
CHAPTER VI
CHAPTER VI
ACCOUNTINGACCOUNTING
Articles 33 to 37 (Text omitted)
Articles 33 to 37 (Unchanged)
CHAPTER VII
CHAPTER VII
SUPPLEMENTARY PROVISIONSSUPPLEMENTARY PROVISIONS
Article 38 (Text omitted)
Article 38 (Unchanged)

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ＤＤ
NEWS
RELEASE
Current Articles of Incorporation

Proposed Amendments(New)

Article 39 Transitional Measures Concerning
Electronic Provision Measures, etc.
39.1 The deletion of Article 17 of the Articles
of Incorporation prior to amendment by
the resolution of the 16th ordinary
general meeting of shareholders(hereinafter referred to as “Article 17 ofthe Articles of Incorporation prior to theamendment”) and the establishment ofArticle 17 of the Articles of Incorporation
after the amendment shall come into
effect on September 1, 2022, the date on
which the amendment provision asstipulated in Article 1, proviso, of the
Supplementary Provisions of the “Act for
Partial Amendment of the Companies
Act” (Act No. 70 of 2019) shall be put into
force (hereinafter referred to as the“effective date”).
39.2 Notwithstanding the provisions of thepreceding Article, Article 17 of the Articlesof Incorporation prior to the amendment
shall remain in force with respect to ageneral meeting of shareholders to beheld on a date within six (6) months fromthe effective date.
39.3 This supplementary provision shall bedeleted on the later of the two dates: six(6) months from the effective date or
three (3) months from the date of ageneral meetings of shareholders in thepreceding Article.

(New)

(New)

(New)

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ＤＤ
NEWS
RELEASE
3.

Schedule
Date of the General Meeting of Shareholders for amending the Article of Incorporation:
June 26, 2022
Effective date of the amendments to the Article of Incorporation:
June 26, 2022

About LIFENET URL： https://ir.lifenet-seimei.co.jp/en/
Remembering the original purpose of life insurance - mutual support - LIFENET INSURANCECOMPANY was founded with the goal of offering simple, convenient and competitively priced
products and services based on the highest levels of business integrity. We sell these products
and services directly to customers over the Internet. We aim to be the leading company driving
the growth of the online life insurance market.
Contact:
Investor Relations, Corporate Planning Department
Tel:+81-3-5216-7900
e-mail: ir@lifenet-seimei.co.jp
Disclaimer: This is a summarized translation/version of the original Japanese document, prepared and provided
solely for readers' convenience. In case of any discrepancy or dispute, the Japanese document prevails.

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