May 27, 2024
Company name:Name of representative:

Inquiries:

VT HOLDINGS CO., LTD.
Kazuho Takahashi, President & CEO(Securities code: 7593;
Tokyo Stock Exchange Prime Market
Nagoya Stock Exchange Premier Market)
Ichiro Yamauchi, Chief Financial Officer(Telephone: +81-52-203-9500)

Notice Regarding Partial Amendments to Articles of Incorporation in connection withTransition to Company with Audit and Supervisory Committee
VT HOLDINGS CO., LTD (the “Company”) resolved to transition from a company with a board of auditors to acompany with an Audit and Supervisory Committee, as disclosed on April 1, 2024. Accordingly, the Board ofDirectors of the Company has resolved at its meeting held today to submit a proposal for partial amendments to theArticles of Association to the 42nd Ordinary General Meeting of Shareholders of the Company scheduled on June27, 2024, as follows.
Changes to the Board of Directors following the transition to a company with an Audit and Supervisory Committee
are separately disclosed today in the ‘Notice Regarding Personnel Changes of Directors and Corporate Auditors inconnection with Transition to Company with Audit and Supervisory Committee’.
1. Reasons for amendments
The Company will shift from a company with a board of auditors to a company with an Audit and Supervisory
Committee in order to strengthen the supervisory function of the board of directors and further enhance corporate
governance through a stronger supervisory system, by assigning the members of the Audit and Supervisory
Committee responsible for auditing the directors' business execution to members of the Board of Directors.
Accordingly, the required changes are made, including establishment of new provisions concerning the Audit andSupervisory Committee and the directors who are the members of the Audit and Supervisory Committee, anddeletion of the current provisions concerning auditors and the board of auditors, which are necessary for thetransition to a company with an Audit and Supervisory Committee.
2. Details of amendments
The details of the amendments are described below.

(The amended parts are underlined.)

Current Articles of Incorporation

Proposed Amendments

Chapter 1
General Provisions
Article 1 - Article 3 (Omitted)(Bodies)
Article 4
The company shall establish the following bodies in
addition to the general meeting of shareholders andthe directors:(1) the board of directors(2) auditors(3) the board of auditors(4) the Accounting Auditors
Article 5 (Omitted)
Chapter 2
Shares
Article 6 - Article 10 (Omitted)

Chapter 1
General Provisions
Article 1 - Article 3 (Unchanged)(Bodies)
Article 4
The company shall establish the following bodies in
addition to the general meeting of shareholders and thedirectors:(1) the board of directors(2) the Audit and Supervisory Committee(Deletion)(3) the Accounting Auditors
Article 5 (Unchanged)
Chapter 2
Shares
Article 6 - Article 10 (Unchanged)1Current Articles of Incorporation

Proposed Amendments

Chapter 3General Meetings of Shareholders
Article 11 - Article 16 (Omitted)
Chapter 4
Directors and Board of Directors(Number of directors)
Article 17
The number of directors of the company shall be ten(10) or less.

Chapter 3
General Meetings of Shareholders
Article 11 - Article 16 (Unchanged)
Chapter 4
Directors and Board of Directors(Number of directors)
Article 17
1 The number of directors (excluding Directors whoare Audit and Supervisory Committee Members) ofthe company shall be twelve (12) or less.
(Newly established)
2 The number of Directors who are Audit andSupervisory Committee Members of the company
shall be six (6) or less.
(Method of selecting and appointing)(Method of selecting and appointing)
Article 18
Article 18
1 The directors shall be selected and appointed at
1 Directors shall be selected and appointed at thethe general meeting of shareholders.
general meeting of shareholders with a distinction
made between Directors who are Audit andSupervisory Committee Members and otherDirectors.
2 The directors shall be selected and appointed by a2 (Unchanged)
resolution of the majority votes of shareholders
present, who hold shares representing one-third or
more of the total number of voting shares issued.
3 The selection and appointment of a director of the 3 (Unchanged)
company shall not occur by cumulative voting.
(Terms)(Terms)
Article 19
Article 19
The terms of the directors shall expire as of the end of 1 The term of the directors (excluding Directors who
the general meeting of shareholders concerning theare Audit and Supervisory Committee Members)
last business term which ends within one (1) year
shall expire as of the end of the general meeting ofafter the appointment.
shareholders concerning the last business term
which ends within one (1) year after theappointment.
(Newly established)
2 The term of the directors who are Audit andSupervisory Committee Members shall expire atthe end of the general meeting of shareholders
concerning the last business term which ends
within two (2) years after the appointment.
(Newly established)
3 The term of a Director who is an Audit andSupervisory Committee Member who is selected
and appointed as the substitute for a Director who
was an Audit and Supervisory Committee Member
who retired from office before the expiration of theterm of office shall continue until the time the termof the Director who was an Audit and Supervisory
Committee Member who retired from office was toexpire.
(Newly established)
4 The effective period of the election resolution of a
Director who is a Substitute Audit & Supervisory
Committee Member elected in accordance with theCompanies Act Article 329, paragraph (3) will
expire at the commencement of the general
meeting of shareholders for the last fiscal year thatends within two (2) years from the time of theirelection.

2Current Articles of Incorporation

Proposed Amendments(Representative director and officials)
Article 20
1 The board of directors shall select and appoint a
representative director by a resolution at a
meeting of board of directors.

(Representative director and officials)
Article 20
1 The board of directors shall select and appoint a
representative director from among Directors(excluding Directors who are Audit andSupervisory Committee Members) by a resolution
at a meeting of the board of directors.
2 The board of directors may appoint one (1)2 The board of directors may appoint one (1)chairman of the board and one (1) president, as
chairman of the board and one (1) president, as
well as a small number each of executive vice
well as a small number each of executive vicepresidents, executive directors, and managing
presidents, executive directors, and managing
directors.
directors from among the Directors (excluding
Directors who are Audit and Supervisory
Committee Members) by its resolutions.
Article 21 - Article 22 (Omitted)
Article 21 - Article 22 (Unchanged)(Convening notice of a meeting of the board of(Convening notice of a meeting of the board of
directors)
directors)
Article 23
Article 23
1 In convening a meeting of the board of directors, a 1 In convening a meeting of the board of directors, a
notice to that effect shall be dispatched to eachnotice to that effect shall be dispatched to eachdirector three (3) days prior to the day set for suchdirector and auditor three (3) days prior to the day
set for such meeting, provided that such period
meeting, provided that such period may be reduced
may be reduced in an emergency.
in an emergency. (Change in Japanese only;
English unchanged)
2 A meeting of the board of directors may be held
2 A meeting of the board of directors may be held byby consensus of all the directors and auditorsconsensus of all the directors without following thewithout following the procedures described in theprocedures described in the preceding paragraph.
preceding paragraph.
(Newly established)(Delegation of decision-making on the execution ofimportant business)
Article 24
The Company, pursuant to the provisions of Article399-13, paragraph (6) of the Companies Act, maydelegate all or part of decisions on the execution ofimportant business (excluding matters listed in itemsof the same Article, paragraph (5)) to Directors by aresolution of the Board of Directors.
(Resolution of the meeting of the board of directors)(Resolution of the meeting of the board of directors)
Article 24 (Omitted)
Article 25 (Unchanged)(Rewards)(Rewards)
Article 25
Article 26
The reward, bonuses and asset formation profits of
The reward, bonuses, and asset formation profits ofdirectors as compensation in the course of theirdirectors as compensation in the course of theiremployment (herein after referred to as theemployment shall be determined by a resolution“rewards”) shall be determined by a resolution passed passed at a general meeting of shareholders, separately
at a general meeting of shareholders.
for Directors who are Audit and Supervisory
Committee Members and other Directors.
Article 26 (Omitted)
Article 27 (Unchanged)
Chapter 5(Deletion)
Auditors and Board of Auditors(Number of auditors)(Deletion)
Article 27
The number of auditors of the company shall be six(6) or less.
(Method of selecting and appointing)(Deletion)
Article 28
1 The auditors shall be selected and appointed at thegeneral meeting of shareholders.
3Current Articles of Incorporation

Proposed Amendments

2 The auditors shall be selected and appointed by aresolution of the majority votes of shareholders
present, who hold shares representing one-third or
more of the total number of voting shares issued.
(Terms)
Article 29
1 The terms of the auditors shall expire as of theend of the general meeting of shareholders
concerning the last business term which ends
within four (4) years after the appointment.
2 The term of an auditor who is to fill a position
which has become vacant due to the resignation of
an auditor shall end at the same time as the term
which should have been served by the resigning
auditor expires.
(Full-time auditor)
Article 30
The board of auditors shall select and appoint a fulltime auditor/auditors by the resolution.
(Convening notice of the board of auditors)
Article 31
1 In convening a meeting of the board of auditors, a
notice to that effect shall be dispatched to each
auditor, three (3) days prior to the day set for suchmeeting, provided that such period may bereduced in an emergency.
2 A meeting of the board of auditors may be held byconsensus of all the auditors without following theprocedures described in the preceding paragraph.
(Resolution of the meeting of the board of auditors)
Article 32
A resolution of the meeting of the board of auditors
shall be passed by a majority of auditors, unlessotherwise stipulated by law.
(Provision concerning the board of auditors)
Article 33
Matters concerning the board of auditors shall be
subject to laws and ordinances, these articles ofincorporation, and provisions concerning the board ofauditors established at a meeting of the board ofauditors.
(Rewards)
Article 34
The rewards of the auditors shall be determined by aresolution passed at a general meeting ofshareholders.
(Exemption from liability of auditors)
Article 35
1 In accordance with Article 1, Chapter 426 of thecompany law, the company may exempt anauditor or a person who served as auditor from theliability for damage caused by breach of duty,
provided such case stays within the limitation oflaws and a resolution is passed at a meeting of theboard of directors.

(Deletion)(Deletion)(Deletion)(Deletion)(Deletion)(Deletion)(Deletion)

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Current Articles of Incorporation

Proposed Amendments

2 In accordance with Article 1, Chapter 427 of thecompany law, the company may conclude with an
external auditor a contract which limits theliability for damage caused by breach of duty,provided, however, that the limitation of liability
stipulated in such contract shall be the higher ofthe following two amounts; the amount preestablished with the minimum of one million(1,000,000) Japanese yen or the amount stipulatedby law.
(Newly established)

Chapter 5
Audit and Supervisory Committee(Full-time Audit and Supervisory Committee Members)
Article 28
The Audit and Supervisory Committee shall select andappoint Full-time Audit and Supervisory CommitteeMembers by the resolution.
(Convening notice of a meeting of the Audit andSupervisory Committee)
Article 29
1 In convening a meeting of the Audit andSupervisory Committee, a notice to that effect shallbe dispatched to each Audit and Supervisory
Committee Member, three (3) days prior to the day
set for such meeting, provided that such period
may be reduced in an emergency.
2 A meeting of the Audit and Supervisory Committee
may be held by consensus of all the Audit andSupervisory Committee Members without
following the procedures described in thepreceding paragraph.
(Resolution of the meeting of the Audit and Supervisory
Committee)
Article 30
Resolutions of the Audit and Supervisory Committee
shall be made by a majority of the Audit andSupervisory Committee Members present at themeeting where a majority of the Audit and Supervisory
Committee Members entitled to participate in theresolution process are present.
(Provisions concerning the Audit and Supervisory
Committee)
Matters concerning the Audit and Supervisory
Committee shall be subject to laws and ordinances,these Articles of Incorporation, and provisions
concerning the Audit and Supervisory Committee
established at a meeting of the Audit and Supervisory
Committee.
Article 31
Matters concerning the Audit and Supervisory
Committee shall be subject to laws and ordinances,these Articles of Incorporation, and provisions
concerning the Audit and Supervisory Committee
established at a meeting of the Audit and Supervisory
Committee.
Chapter 6
Accounts
Article 32 - Article 35 (Unchanged)
Supplementary provisions(Newly established)(Newly established)(Newly established)(Newly established)

Chapter 6
Accounts
Article 36 - Article 39 (Omitted)(Newly established)5

Current Articles of Incorporation

Proposed Amendments(Newly established)(Transitional measures concerning exemption of theAudit & Supervisory Board Members from liability)
The Company may, by resolution of the Board ofDirectors, exempt an Audit & Supervisory BoardMember (including a person who was formerly anAudit & Supervisory Board Member) from their
liability for damages specified by the Article 423,
paragraph (1) of the Companies Act related to actions
before the conclusion of the 42nd Ordinary General
Meeting of Shareholders to the extent permitted bylaws and regulations.

3．Schedule
Date of the Ordinary General Meeting of Shareholders to amend the Articles of Incorporation:
June 27, 2024 (Thursday)
Effective date of the amendments to the Articles of Incorporation:
June 27, 2024 (Thursday)
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.

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