November 6, 2020
To whom it may concern,
Corporate name:

Makuake, Inc.

Representative:

Ryotaro Nakayama, CEO(Code: 4479)

Contact info:

Yuki Tamura,
Corporate Officer and General Manager ofBusiness Management DivisionTel:+81-3-6328-4038

Notification on the transformation into a company with an audit committee andpartial revision to the articles of incorporation
At the meeting of the board of directors held today, we resolved to transform from the current“company with the board of auditors” to “a company with an audit committee” if it is approved at the8th annual meeting of shareholders to be held on December 10, 2020, and discuss “partial revision tothe articles of incorporation” following the transformation at said meeting of shareholders.
1. Transformation into a company with an audit committee(1) Purpose of the transformation
Our company would like to transform into a company with an audit committee in order to further
enhance our corporate value by tightening corporate governance, improving the transparency andefficiency of management, and enabling swift decision making.
(2) Timing of the transformation
We plan to transform into a company with an audit committee, after necessary revision to the articlesof incorporation is approved at the 8th annual meeting of shareholders to be held on December 10,
2020.
2. Partial revision to the articles of incorporation(1) Purpose of the revision to the articles of incorporation
To transform into a company with an audit committee, we will make necessary revisions, includingthe establishment of regulations for the audit committee and directors who belong to the audit
committee and the deletion of regulations regarding auditors and the board of auditors.
(2) Details of the revision
The details of the revision are as shown in the appendix.
(3) Schedule
General meeting of shareholders to discuss the revision to the articles of incorporation: Thursday,
December 10, 2020
Date on which the revision to the articles of incorporation will become effective: Thursday, December
10, 2020

[Appendix](The underline represents a revised part.)
Current articles of incorporation

Revised ones

Chapter 1 General Provisions

Chapter 1 General Provisions

Articles 1 to 3 (provisions omitted)

Articles 1 to 3 (unchanged)

Article 4 Organs

Article 4 Organs

Ourcompany

hasgeneralmeetingsofOur

companyhas

generalmeetingsofshareholders, directors, and the following

shareholders, directors, and the following

organs.

organs.

1. The board of directors

1. The board of directors

2. Auditors

2. An audit committee

3. The board of auditors(Deleted)

4. Comptrollers

3. Comptrollers

Articles 5 to 9 (provisions omitted)

Articles 5 to 9 (unchanged)

Article 10 Shareholder registry administrator

Article 10 Shareholder registry administrator

1. Our company employs a shareholder registry

1. Our company employs a shareholder registryadministrator.

administrator.

2. A shareholder registry administrator and an2. A shareholder registry administrator and an

office handling related clerical tasks will be

office handling related clerical tasks will be

determined through resolutions of the board ofdetermined by the board of directors or directors

directors.

delegated through resolutions of the board ofdirectors.

Article 11 Regulations for handling shares

Article 11 Regulations for handling shares

The handling methods and commission charges The handling methods and commission charges
for the shares of our company are subject tofor the shares of our company are subject tolaws, regulations, these articles of incorporation,laws, regulations, these articles of incorporation,and regulations set forth by the board of

and regulations set forth by the board ofdirectors.

directors

ordirectors

delegated

resolutions of the board of directors.
Articles 12 to 18 (provisions omitted)

Articles 12 to 18 (unchanged)

throughChapter 4 Directors, a representative director,

Chapter 4 Directors, a representative director,

and the board of directors

and the board of directors

Article 19 Number of directors

Article 19 Number of directors

The number of directors of our company shall be 1. The number of directors of our company whoup to 12.

do not belong to the audit committee shall be up
to 12.
(Newly established)

2. The number of directors of our company whobelong to the audit committee shall be up to 4.

Article 20 Appointment of directors

Article 20 Appointment of directors

1. Directors of our company will be appointed

1. Directors of our company will be appointed

with a majority of voting rights of participatingwith a majority of voting rights of participating

shareholders when a general meeting ofshareholders when a general meeting ofshareholders is attended by shareholders whoshareholders is attended by shareholders who

hold one third or more of the total number ofhold one third or more of the total number ofvoting rights.

voting rights.
(Newly established)

2. The appointment of directors in accordancewith the previous paragraph will be conducted
while distinguishing between directors who
belong to the audit committee and directors who
do not belong to the audit committee.

2. Cumulative voting is not valid in the

3. Cumulative voting is not valid in theappointment of directors of our company.

appointment of directors of our company.

Article 21 Term of each director

Article 21 Term of each director

1. The term of each director shall end at the

1. The term of each director who does not belong

conclusion

to the audit committee shall end at theof

theannualmeetingofshareholders for the last fiscal year ending

conclusionof

theannualmeeting

ofwithin 2 years after appointment.

shareholders for the last fiscal year ending
within 1 year after appointment.

(Newly established)

2. The term of each director who belongs to theaudit committee shall end at the conclusion of
the annual meeting of shareholders for the last
fiscal year ending within 2 years after
appointment.

2. The term of each director who has been

3. The term of each director who has been

appointed as a substitute or additional director

appointed as a substitute or additional director

shall end at the time of expiration of the term of

who does not belong to the audit committee shallthe former director or other incumbent directors. end at the time of expiration of the term of theformer director or other incumbent directors.
(Newly established)

4. The term of each director who belongs to theaudit committee and has been appointed as a
substitute for a director who belonged to theaudit

committeeandretiredbeforetheexpiration of his/her term shall end at the
expiration of the term of the retired director.
Article 22

A representative director andArticle 22

A representative director anddirectors with executive posts

directors with executive posts

1. Our company appoints a representative

1. Our company appoints a representative

director from directors through a resolution ofdirector from directors who do not belong to thethe board of directors.

audit committee through a resolution of theboard of directors.

2. The representative director shall serve as

2. The representative director shall serve aspresident.

president.

3. When necessary, it is possible to appoint a

3. When necessary, it is possible to appoint a

vice president, senior managing directors, andvice president, senior managing directors, andmanaging directors from directors throughmanaging directors from directors who do notresolutions of the board of directors.

belongtotheaudit

committee

through

resolutions of the board of directors.
Articles 23 and 24 (provisions omitted)

Articles 23 and 24 (unchanged)

Article 25 Convocation notice for a meeting of Article 25 Convocation notice for a meeting of
the board of directors

the board of directors

The convocation notice for a meeting of the1. The convocation notice for a meeting of theboard of directors shall be distributed toboard of directors shall be distributed todirectors and auditors at least 3 days prior to the directors at least 3 days prior to the date of said
date of said meeting; provided, however, thatmeeting; provided, however, that said period

said period may be shortened in case of

may be shortened when necessary in case ofemergency. In addition, a meeting of the boardemergency.

of directors may be held without a convocation
notice, if agreed by all directors and auditors.
(Newly established)

2. A meeting of the board of directors may beheld without completing the convocation
procedure, if agreed by all directors.

Article 26 (provisions omitted)

Article 26 (unchanged)

Article 27

Article 27

Omission of a resolution of theOmission of a resolution of theboard of directors

board of directors

In the case where a director gives a proposal to

In the case where a director gives a proposal tothe agenda(s) of the board of directors, if agreed the agenda(s) of the board of directors, if agreed
by all directors who can vote for said proposal

by all directors who can vote for said proposal

in writing, the board of directors will be deemedin writing, the board of directors will be deemed

to have resolved to adopt said proposal, unless

to have resolved to adopt said proposal.

an auditor expresses an objection.
(Newly established)

Article 28

Delegation of decisions about

important business execution
In accordance with Article 399-13, Paragraph 6of the Companies Act, our company may
delegate all or some of decisions about
important business execution (excluding thematters written in each item of Paragraph 5 ofthe Companies Act) to directors throughresolutions of the board of directors.
Article 28

Minutes of meetings of the board of

Article 29

Minutes of meetings of the board ofdirectors

directors

The summaries and results of discussions atThe summaries and results of discussions at

each meeting of the board of directors and othereach meeting of the board of directors and otheritems specified in laws and regulations will beitems specified in laws and regulations will berecorded, and then attending directors andrecorded, and then attending directors will sign

auditors will sign and seal or put their electronicand seal or put their electronic signatures on said

signatures on said record.

record.

Article 29 (provisions omitted)

Article 30 (unchanged)

Article 30 Remunerations, etc. of directors

Article 31 Remunerations, etc. of directors

Property benefits each director receives from Property benefits each director receives fromour company as remunerations, bonuses, andour company as remunerations, bonuses, andother compensations for tasks (hereinafter

otherreferred to as “remunerations, etc.”) will be

determined through resolutions at a generaldetermined through resolutions at a general

meeting of shareholders while distinguishingmeeting of shareholders.

between directors who belong to the audit

compensationsfortasks

willbecommittee and directors who do not belong tothe audit committee.
Article 31 (provisions omitted)

Article 32 (unchanged)

Chapter 5 Auditors and the board of auditors(Deleted)

Article 32 Number of auditors(Deleted)

The number of auditors of our company shall beup to 4.
Article 33 Appointment of auditors(Deleted)

Auditors of our company will be appointed witha majority of voting rights of participating
shareholders when a general meeting ofshareholders is attended by shareholders who
hold one third or more of the total number ofvoting rights.
Article 34 Term of each auditor(Deleted)

1. The term of each auditor shall end at theconclusion

oftheannual

meetingofshareholders for the last fiscal year ending
within 4 years after appointment.
2. The term of each auditor who has been
appointed as a substitute for an auditor who has
retired before the expiration of his/her term shallbe the remaining period of the term of the retiredauditor.
Article 35

Convocation of a meeting of the(Deleted)board of auditors
1. The convocation notice for a meeting of theboard of auditors shall be distributed to auditors
at least 3 days prior to the date of said meeting;provided, however, that said period may be
shortened when necessary in case of emergency.
2. A meeting of the board of auditors may beheld without completing the convocation
procedure, if agreed by all auditors.
Article 36 Full-time auditors(Deleted)

The board of auditors will select full-time
auditors through its resolutions.
Article 37 Resolution method of the board of(Deleted)auditors
A resolution of the board of auditors shall bemade by a majority of auditors, unless otherwise
specified by a law or regulation.
Article 38 Minutes of meetings of the board of(Deleted)auditors
The summaries and results of discussions at
each meeting of the board of auditors and otheritems specified in laws and regulations will berecorded, and then attending auditors will signand seal or put their electronic signatures on said
record.
Article 39 Rules for the board of auditors
The rules for the operation of the board ofauditors are based on laws, regulations, thearticles of incorporation, and the regulations for(Deleted)the board of auditors specified by the board ofauditors.
Article 40 Remunerations, etc. of auditors(Deleted)

The remunerations, etc. of auditors will bespecified

through

resolutions

ofgeneral

meetings of shareholders.
Article 41

Exemption of auditors from(Deleted)liability
1. In accordance with Article 426, Paragraph 1of the Companies Act, our company may exempt
auditors (including former auditors) fromliability mentioned in Article 423, Paragraph 1of the Companies Act within the range specified
by a law or regulation through a resolution of theboard of directors, as long as said auditor isbenevolent and has not committed grossnegligence.
2. In accordance with Article 427, Paragraph 1of the Companies Act, our company may
conclude a contract with an auditor for bearing
said auditor’s liability mentioned in Article 423,
Paragraph 1 of the Companies Act within a limit
specified by a law or regulation, as long as said
auditor is benevolent and has not committed
gross negligence.
(Newly established)(Newly established)

Chapter 5 Audit committee
Article 33

Convocation of a meeting of theaudit committee
1. The convocation notice for a meeting of theaudit committee shall be distributed to themembers of the audit committee at least 3 days
prior to the date of said meeting; provided,however, that said period may be shortenedwhen necessary in case of emergency.
2. A meeting of the audit committee may be held
without completing the convocation procedure,
if agreed by all audit committee members.
(Newly established)

Article 34

The audit committee may selectfull-time auditors through its resolutions.
(Newly established)

Article 35 Resolutions of the audit committee
A resolution of the audit committee will be madeby a majority of participating directors when ameeting of the audit committee is attended by amajority of directors who can vote.

(Newly established)

Article 36

Minutes of meetings of the audit

committee
The summaries and results of discussions ateach meeting of the audit committee and otheritems specified in laws and regulations will berecorded, and then attending audit committee
members will sign and seal or put theirelectronic signatures on said record.
(Newly established)

Article 37 Rules for the audit committee
The rules for the operation of the audit
committee are based on laws, regulations, thearticles of incorporation, and the regulations forthe audit committee specified by the auditcommittee.

Chapter 6 Comptrollers
Articles 42 and 43 (provisions omitted)
Chapter 7 Calculation
Articles 44 to 47 (provisions omitted)

Chapter 6 Comptrollers
Articles 38 and 39 (unchanged)
Chapter 7 Calculation
Articles 40 to 43 (unchanged)

(Newly established)

Supplementary provisions(Transitional measures for exempting auditorsfrom liability)
In accordance with Article 426, Paragraph 1 of
the Companies Act, our company may exempt
auditors (including former auditors) fromliability for damages due to the failure to fulfill
their duties before the enforcement of partial
revision to the articles of incorporation resolved
at the 8th annual meeting of shareholders held in
December 2020 within a limit specified by a law
or regulation through a resolution of the boardof directors.