October 13, 2022
Company name:

Meiko Network Japan Co., Ltd.

Representative:

Kazuhito Yamashita, President & Representative Director

Stock code:

4668 (TSE Prime Market)

Contact:

Kouyuki Sakamoto, Executive Officer, General Manager ofCorporate Planning Department Tel. +81-3-5860-2111

Notice of Partial Amendment to the Articles of Incorporation
At the meeting of the Board of Directors held on October 13, 2022, the Company resolved to submit a proposal to the 38th
Annual General Meeting of Shareholders scheduled to be held on November 18, 2022, for a partial amendment to the Articlesof Incorporation as described below.

1. Purpose of the amendment to the Articles of Incorporation(1) As separately disclosed in the “Notice Concerning Transition to a Company with Audit & Supervisory Committee”
dated July 28, 2022, the Company proposes to transition from a company with Audit & Supervisory Board to acompany with Audit & Supervisory Committee in order to further enhance corporate governance and improve corporate
value by strengthening Audit & Supervisory functions through the exercise of voting rights by Audit & Supervisory
Committee members who are directors at the Board of Directors, and by accelerating decision-making and businessexecution through the transfer of authority from the Board of Directors to directors. The Company proposes to newly
establish provisions concerning directors who are Audit & Supervisory Committee members and the Audit &Supervisory Committee, and to delete provisions concerning Audit & Supervisory Board members and the Audit &Supervisory Board, which are necessary for the transition to a company with Audit & Supervisory Committee. The
Company also proposes to make necessary changes such as the revision of the wording accompanying these changes.
(2) On June 16, 2021, the “Act for Partial Amendment of the Act on Strengthening Industrial Competitiveness, etc.” (ActNo. 70 of 2021) came into effect, making it possible for listed companies to hold General Meetings of Shareholders
without specifying a place under certain conditions (hereinafter referred to as “virtual only General Meetings ofShareholders”), as stipulated in the articles of incorporation.
Accordingly, if the Board of Directors determines that it is not appropriate to hold a General Meeting of Shareholders
with a specified location, the Company requests the addition of Article 12, Paragraph 2 of the proposed amendments sothat a virtual only General Meeting of Shareholders can be held.
With regard to this change, the Company has received confirmation from the Minister of Economy, Trade and Industry
and the Minister of Justice that the above requirements prescribed by the Ordinance of the Ministry of Economy, Tradeand Industry and the Ordinance of the Ministry of Justice are satisfied.
(3) In line with the introduction of the system for electronic provision of materials for the General Meeting of Shareholders,the amended provisions prescribed in the proviso to Article 1 of the Supplementary Provisions of the “Act for Partial

Amendment to the Companies Act” (Act No. 70 of 2019) came into effect on September 1 of this year. The Company
proposes to newly establish provisions concerning electronic provision measures and provisions limiting the scope ofdocuments to be delivered to shareholders who have requested delivery of documents, and to delete provisions
concerning the deemed disclosure and provision of Reference Documents for the General Meeting of Shareholders on
the internet, and to newly establish transitional measures.
(4) Other: Necessary changes will be made, including revisions to the wording accompanying each of the above changes.
2. Details of amendments to the Articles of Incorporation
The details of the amendments are as shown in the attachment.
3. Schedule
General Meeting of Shareholders to amend the Articles of Incorporation:
Friday, November 18, 2022 (scheduled)
Effective date of amendments to the Articles of Incorporation:
Friday, November 18, 2022 (scheduled)(Changes are underlined.)(Attachment) Details of amendments to the Articles of Incorporation

Current articles of incorporation
Chapter 1

Proposed changes

General Provisions

Chapter 1

General Provisions

Article 1 to Article 3 (Omitted)

Article 1 to Article 3 (Omitted)(Organization)(Organization)

Article 4. In addition to the General Meeting of Shareholders

Article 4. In addition to the General Meeting of Shareholders

and Directors, the Company shall establish the followingand Directors, the Company shall establish the following

organizations:organizations:

1. Board of Directors

1. Board of Directors

2. Audit & Supervisory Board members

2. Audit & Supervisory Committee

3. Audit & Supervisory Board(Deleted)

4. Accounting auditor

3. Accounting auditor

Article 5.

Article 5.

(Omitted)
Chapter 2(Unchanged)

Shares

Article 6 to Article 11 (Omitted)
Chapter 3 General Meeting of Shareholders

Chapter 2SharesArticle 6 to Article 11 (Unchanged)
Chapter 3 General Meeting of Shareholders(Convocation)(Convocation)

Article 12. (Omitted)

Article 12. (Unchanged)(Newly established)

2. The General Meeting of Shareholders of the Company
may, if the Board of Directors determines that it is not
appropriate to hold a General Meeting of Shareholders witha fixed place in light of the interests of the shareholders,convert the General Meeting of Shareholders to a General
Meeting of Shareholders with no fixed place.

Article 13 to Article 14 (Omitted)

Article 13 to Article 14 (Unchanged)(Disclosure and Deemed Provision of Reference Documents(Deleted)for Shareholders Meeting, etc. on the Internet)
Article 15. When calling a General Meeting of Shareholders,the Company may be deemed to have provided toshareholders by disclosing information on matters to be statedor indicated in the Reference Documents for the General
Meeting of Shareholders, the Business Report, information
included in the Non-consolidated Financial Statements andthe Consolidated Financial Statements via the Internet inaccordance with the provisions of the applicable Ordinanceof the Ministry of Justice.

(Newly established)(Electronic provision measures, etc.)
Article 15. At the time of calling the General Meeting ofShareholders, the Company shall take measures to provide
information contained in the Reference Documents for theGeneral Meeting of Shareholders by electronic means.
2. The Company may select not to state all, or part of thematters prescribed by the applicable Ordinance of theMinistry of Justice among the matters for which Electronic
Provision Measures are taken in the documents to bedelivered to shareholders who have requested delivery ofdocuments by the Record Date for Voting Rights.

Article 16 to Article 17 (Omitted)

Article 16 to Article 17 (Omitted)

Chapter 4 Directors and the Board of Directors

Chapter 4 Directors and the Board of Directors(Number of members)(Number of members)

Article 18. The Company shall have no more than ten (10)Article 18. Directors of the Company (excluding directorsdirectors.

who are Audit & Supervisory Committee members) shall not
exceed ten (10) persons.

(Newly established)

2. The Company shall have no more than five (5) directors
who are Audit & Supervisory Committee members.

(Method of appointment)(Method of appointment)

Article 19. The Directors shall be elected at a General

Article 19. Directors shall be separately elected at the General

Meeting of Shareholders.

Meeting of Shareholders for directors who are Audit &Supervisory Committee members and other directors.

2. (Omitted)

2. (Unchanged)

3. (Omitted)

3. (Unchanged)(Method of dismissal)(Method of dismissal)

Article 20. A director may be dismissed by resolution of the

Article 20. Directors who are Audit & Supervisory

General Meeting of Shareholders.

Committee members and other directors may be separately
dismissed by resolution of the General Meeting ofShareholders.

2. (Omitted)

2. (Unchanged)(Term of office)(Term of office)

Article 21. The term of office of directors shall be until theArticle 21. The term of office of directors (excluding directors

conclusion of the Annual General Meeting of Shareholders

who are Audit & Supervisory Committee members) shall befor the last business year ending within one (1) year after their

until the conclusion of the Annual General Meeting ofelection.

Shareholders for the last business year ending within one (1)year after his / her election.

(Newly established)

2. The term of office of directors who are Audit &Supervisory Committee members shall be until theconclusion of the Annual General Meeting of Shareholders
for the last business year ending within two (2) years after(Newly established)

their election.
3. The term of office of a director who is an Audit &Supervisory Committee member elected as a substitute for a
director who is an Audit & Supervisory Committee member
who retired before the expiration of his / her term of officeshall be until the expiration of the term of office of the retired
director who is an Audit & Supervisory Committee member.
(Convocation of Board of Directors’ meetings)(Convocation of Board of Directors’ meetings)

Article 22. (Omitted)

Article 22. (Unchanged)

2. (Omitted)

2. (Unchanged)

3. A notice of convocation of a meeting of the Board of

3. A notice of convocation of a meeting of the Board of

Directors shall be dispatched to each director and each Audit

Directors shall be dispatched to each director at least three& Supervisory Board member at least three days prior to thedays prior to the date of the meeting. Provided, however, thatdate of the meeting. Provided, however, that this period may

this period may be shortened in case of urgent necessity.

be shortened in case of urgent necessity.

4. With the consent of all directors, a meeting of the Board of(4) With the consent of all directors and Audit & Supervisory

Directors may be held without the procedures of calling.

Board members, a meeting of the Board of Directors may beheld without convocation procedures.
(Representative Directors and directors with executive titles)(Representative Director and directors with executive titles)

Article 23. The Board of Directors shall appoint theArticle 23. The Board of Directors shall, by its resolution,

Representative Director by its resolution.

elect President from among the directors (excluding directors
who are Audit & Supervisory Committee members).

2. The Board of Directors may, by resolution, appoint one (1)(2) The Board of Directors may, by resolution, appoint one

Chairman of the Board of Directors, one (1) Vice Chairman(1) Chairman of the Board of Directors, one (1) Viceof the Board of Directors, one (1) President, one or few Vice

Chairman of the Board of Directors, one (1) Representative

Presidents, Senior Managing Directors and Managing

Director and President, one or few Representative DirectorDirectors.

and Vice Presidents, Senior Managing Directors andManaging Directors from among the directors (excludingdirectors who are Audit & Supervisory Committeemembers).Audit & Supervisory(Newly established)(Delegation of Decisions on Execution of ImportantOperations)
Article 24. Pursuant to the provisions of Article 399-13,
Paragraph 6 of the Companies Act, the Board of Directors
may, by resolution, delegate all or part of the decisions onexecution of important operations (excluding matters listed ineach item of Paragraph 5 of the same Article).

Article 24 to Article 25 (Omitted)

Article 25 to Article 26 (Unchanged)(Remuneration)(Remuneration)

Article 26. Directors’ remuneration, bonuses, and other

Article 27. Directors’ remuneration, bonuses, and othereconomic benefits to be received from the Company as

economic benefits to be received from the Company asconsideration for the execution of their duties (hereinafter

consideration for the execution of their duties shall bereferred to as “remuneration, etc.”) shall be determined bydetermined by resolution at the General Meeting ofresolution at the General Meeting of Shareholders.

Shareholders, distinguishing between directors who are
Audit & Supervisory Committee members and otherdirectors.

Article 27 (Omitted)
Chapter 5 Audit & Supervisory Board members and theArticle 28. (Unchanged)(Deleted)

Audit & Supervisory Board(Number of members)(Deleted)

Article 28. The Company shall have no more than five (5)Audit & Supervisory Board members.
(Method of Appointment)(Deleted)

Article 29. The Audit & Supervisory Board members shallbe appointed at a General Meeting of Shareholders.
2. Audit & Supervisory Board members shall be appointed
by a majority of the voting rights at a shareholders’ meeting
where shareholders holding one-third or more of the votingrights of shareholders who can exercise voting rights arepresent.
(Method of dismissal)(Deleted)

Article 30. Audit & Supervisory Board members may bedismissed by a resolution at the General Meeting ofShareholders.
2. Audit & Supervisory Board Members shall be dismissed
by at least two-thirds of the voting rights at a shareholders’meeting where shareholders holding one-third or more of thevoting rights of shareholders who can exercise voting rights
are present.
(Term of appointment)(Deleted)

Article 31. The term of office of Audit & Supervisory Board
members shall be until the conclusion of the Annual General
Meeting of Shareholders for the last business year ending
within four (4) years after their election.
2. The term of office of an Audit & Supervisory Board
member elected as a substitute for an Audit & Supervisory
Board member who retired prior to the expiration of his / herterm of office shall be until the expiration of the term of officeof the retired Audit & Supervisory Board member.
(Full-time Audit & Supervisory Board members)
Article 32. The Audit & Supervisory Board shall appoint fulltime Audit & Supervisory Board members by its resolution.

(Deleted)(Convocation of the Audit & Supervisory Board meetings)(Deleted)

Article 33. Notice of convocation of a meeting of the Audit& Supervisory Board shall be dispatched to each Audit &Supervisory Board member at least three days prior to thedate of the meeting. However, this period may be shortenedin case of urgent necessity.
(2) With the consent of all Audit & Supervisory Boardmembers, an Audit & Supervisory Board meeting may beheld without the convocation procedures.
(Regulations of the Audit & Supervisory Board(Deleted)Article 34. Matters relating to the Audit & Supervisory Board
shall be governed by laws and regulations, these Articles ofIncorporation, and the Regulations of the Audit &Supervisory Board established by the Audit & Supervisory
Board.
(Remuneration)(Deleted)

Article 35. Remuneration, etc. for Audit & Supervisory
Board members shall be determined by resolution at aGeneral Meeting of Shareholders.
(Exemption from liability of auditors)(Deleted)

Article 36. Pursuant to the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company may, byresolution of the Board of Directors, exempt auditors(including previous auditors) from liability for damages due
to negligence of their duties to the extent permitted by lawsand regulations.
2. Pursuant to the provisions of Article 427, Paragraph 1 ofthe Companies Act, the Company may enter into anagreement with Audit & Supervisory Board members to limit
their liability for damages caused by negligence of theirduties. However, the maximum amount of liability undersuch a contract shall be the amount prescribed by laws andregulations.
(Newly established)(Newly established)

Chapter 5 Audit & Supervisory Committee(Full-time Audit & Supervisory Committee members)
Article 29. Full-time Audit & Supervisory Committee
members may be appointed by resolution of the Audit &Supervisory Committee(Newly established)(Convocation of Audit & Supervisory Committee meetings)
Article 30. A notice of convocation of a meeting of the Audit& Supervisory Committee shall be dispatched to each Audit& Supervisory Committee member at least three days prior
to the date of the meeting. However, this period may be
shortened in case of urgent necessity.

(2) If the consent of all Audit & Supervisory Committeemembers is obtained, the Audit & Supervisory Committee
meeting may be held without convocation procedures.
(Newly established)(Regulations of the Audit & Supervisory Committee)
Article 31. Matters relating to the Audit & Supervisory
Committee shall be governed by laws and regulations, these
Articles of Incorporation, and the Regulations of the Audit &Supervisory Committee established by the Audit &Supervisory Committee.

Chapter 6 Calculation
Article 37 to Article 40 (Omitted)

Chapter 6 Calculation
Article 32 to Article 35 (Unchanged)

Supplementary Provisions

Supplementary Provisions

Article 1. The preparation and keeping of the Register of Lost(Deleted)

Share Certificates of the Company and other administrative
affairs relating to the Register of Lost Share Certificates shallbe entrusted to the Administrator of the Shareholder Registry
and shall not be handled by the Company.
(Newly established)(Exemption from liability of Audit & Supervisory
Committee members)
Article 1. Pursuant to the provisions of Article 426, Paragraph
1 of the Companies Act, the Company may, by resolution ofthe Board of Directors, exempt Audit & Supervisory
Committee members (including previous auditors) fromliability for damages due to negligence of their duties prior to
the 38th General Meeting of Shareholders to the extent
permitted by laws and regulations.

(Newly established)(Transitional measures concerning electronic provision
measures, etc.)
Article 2. Article 15 (Disclosure and Deemed Provision ofReference Documents for Shareholders Meeting, etc. on theInternet) of the Articles of Incorporation before theamendment by the resolution of the 38th Annual General
Meeting of Shareholders shall remain in force with respect to
the General Meeting of Shareholders whose date falls within
six months from September 1, 2022 (hereinafter referred toas the “Effective Date”), the effective date of the amended
provisions prescribed in the proviso to Article 1 of theSupplementary Provisions of the Act for Partial Amendmentof the Companies Act. (Act No. 70 of 2019)(2) This Article shall be deleted after six months from theEffective Date or three months from the date of the General
Meeting of Shareholders set forth in the preceding paragraph,
whichever is later.