May 13, 2016
For Immediate Release
Ryosan Company, Limited
Representative: Naoto Mimatsu, President
Listing Code No.: 8140
Listing: First Section, Tokyo Stock Exchange
Inquiries: Norihiko Takahashi
General Manager
Corporate Planning Headquarters
IR and Publicity Office
TEL: +81-3-3862-3816

Notification of Partial Amendments of Articles of Incorporation
Ryosan Company, limited (hereinafter, “the Company”) hereby announces the following resolution madein the Board of Directors held on 13 May, 2016, in which resolve the submission of the proposal“Partial Amendments of Articles of Incorporation” to be resolved in the 60th Ordinary GeneralShareholders Meeting scheduled to be held on 23 June, 2016;
1. Background of Amendment of Articles of Incorporation
The Company Group is in the pursuit of “Shift of Business Model”in response to changing businessstructure and sustainable "Independent Growth", by identifying "Shift" and "Growth" as basic stance inits 9th Medium Term Management Plan covering FY2014 through 2017.
In order to fulfill such basic stance, the Company is promoting “Rebuilding the Growth Strategy” and“Enhancement of Capital Efficiency”
The amendment of Articles of Incorporation is proposed to achieve the further development of suchMedium Term Management Plan as follows;(1) As response to the diversification of business of the Company Group, the addition of businessobjectives is made and title of business is changed in part in Article 2 (Purpose).
(2) As disclosed separately in the notice dated 26th February titled “Transition to a Company with anAudit and Supervisory Committee and Introduction of Executive Officer System”, the Company is totransfer to a Company with an Audit and Supervisory Committee and to introduce the Executive OfficerSystem contingent upon the approval in the 60th Ordinary General Shareholders Meeting scheduled to beheld on 23 June, 2016;

In line with the afore-mentioned, applicable requirements such as the newly establishment of the article
concerning director constituting Audit and Supervisory Committee and Audit and Supervisory
Committee, deletion of the Article concerning Auditor and Board of Auditors and the newly establishmentof the Article concerning Executive Officer is made accordingly
2. The Contents of Amendment
The amendment is shown in the exhibit attached.
3. Schedule (planned)
Ordinary General Shareholders Meeting for Amendment:

23 June, 2016

Effective Date of Amendment:

23 June, 2016

(Exhibit)(The underlined denotes the area changed)
Existing

ArticleProposed amendment

Chapter 1 General Principle

Chapter 1 General Principle

Article 1 (omitted)

Article 1 (unchanged)

Article 2 (Purpose)

Article 2 (Purpose)

The Company set up the following business

The Company set up the following businessobjectives.

objectives.

(1)-(3)(1)-(3)(omitted)(unchanged)(Transfer from Existing (11))(4) Consigned Freight Forwarding Business(newly established)(5) Warehousing Business and Warehouse
Management Business(newly established)(6) Trading of Used Goods (Secondhand Articles
Dealer pursuant to the Secondhand Articles DealerAct)(newly established)(7) Worker Dispatching Business(newly established)(8) Consulting Business relates to Previous (1)-(7)(4)-(10) ( omitted)(11) Transportation Business(9)-(15) (unchanged)(transferred to (4) of Proposed Amendment)(12) (omitted)(16) (unchanged)

Article 3 (omitted)

Article 3 (unchanged)

Article 4 (Organization)

Article 4 (Organization)

The Company set up the following institution in

The Company set up the following institution

addition to Shareholders Meeting and Directors

in addition to Shareholders Meeting and Directors(1) Board of Directors(1) Board of Directors(2) Auditor(2) Audit and Supervisory Committee(3) Board of Auditors(deleted)(4) Accounting Auditor(3) Accounting Auditor

Article 5 (omitted)

Article 5 (unchanged)

Chapter 2 Share
Article 6 – Article 11 (omitted)

Chapter 2 Share
Article 6 - Article 11 (unchanged)

Chapter 3 Shareholders Meeting

Chapter 3 Shareholders Meeting

Article12-Article14 (omitted)

Article12-Article14 (unchanged)

Article 15 (Convener and Chairman)

Article 15 (Convener and Chairman）

Shareholders Meeting shall be convened by

Shareholders Meeting shall be convened by theChairman and such Chairman

Representative Director and such Representative

chair the meeting.

Director chair the meeting.
In case where multiple representative directors
exist, the Representative Director with priority inaccordance with the order pursuant to the decision
by Board of Directors chairs the meeting.
2. The President, in the absence of Chairman or in

2. In case of the involvement of all Representative

the case where the Chairman is involved with theDirectors with the accident, other Director

accident or other Director pursuant to the orderpursuant to the order prescribed through Board ofprescribed through Board of Directors in case ofDirectors convenes the Shareholders Meeting andthe involvement of the President with the accident,

chairs such meeting.

convene the Shareholders Meeting and chair suchmeeting.
Article16 - Article 18 (omitted)
Chapter 4

Director and Board of Directors

Article16 - Article 18 (unchanged)
Chapter 4

Director, Board of Directors andExecutive Officer

Article 19 (Number of Directors)

Article 19 (Number of Directors)

The number of the Directors of the Company is

The number of Directors of the Company (exceptwithin 20.

the Director of Audit and Supervisory CommitteeMember) is within 7.
(newly established)

2. The number of Director of Audit andSupervisory Committee Member of the Company iswithin 7.

Article 20 (Election of Directors)

Article 20 (Election of Directors)

Directors are to be elected at Shareholders

Directors are to be elected at Shareholders

Meeting.

Meeting. Director who is Audit and Supervisory
Committee Member is to be elected in distinction

from other Directors.
2. (omitted)

2. (unchanged)

3. (omitted)

3. (unchanged)

Article 21. (Term of Office of Directors)

Article 21. (Term of Office of Directors)

The term of office of each Director expires at theThe term of office of each Director (except theconclusion of the last Ordinary General

Director of Audit and Supervisory Committee

Shareholders Meeting held for the business yearMember) expires at the conclusion of the lastwhich ends within one year from its election.

Ordinary General Shareholders Meeting held forthe business year which ends within one year fromits election.

(newly established)

2. The term of office of Directors of Audit andSupervisory Committee Member expires at theconclusion of the last Ordinary General
Shareholders Meeting held for the business year
which ends within two years from its election.

Article 22 (Representative Director and Executive

Article 22 (Representative Director)

Director)( omitted)(unchanged)

2. The Company is to elect one President from and(deleted)among the Directors by the resolution of the Boardof Directors and also designate one Chairman, orseveral number of Senior Managing Director,
Managing Director and Consulting and Advisory
Director as necessity arises.
Article 23 (Notice of Convocation of Board ofArticle 23 (Notice of Convocation of Board ofDirectors)

Directors)

The notice of Board of Directors shall be

The notice of Board of Directors shall bedispatched to each Director and Auditor within 3

dispatched to each Director within 3 days prior todays prior to the date of applicable meeting.

the date of applicable meeting.

In case of emergency, such period may be

In case of emergency, such period may be

shortened.

shortened.

Article 24 ( omitted)

Article 24 (unchanged)(Newly Established)

Article 25 (Delegation of Power to Make Decision

on Execution of Important Matters)
The Company may, pursuant to Article 399-13,
Paragraph 6 of the Companies Act, delegate all orpart of the power to make decision on the executionof important matters (excluding the matters listed
in each item of Paragraph 5 of such Article) toDirectors by the resolution of the Board ofDirectors.
Article 25 (omitted)

Article 26 (unchanged)

Article 26 (Remuneration for Directors)

Article 27 (Remuneration for Directors)

The remuneration, bonus and other financial

The remuneration, bonus and other financial

benefit of Directors given by the Company inbenefit of Directors given by the Company inconsideration of the execution of duty (hereinafter,consideration of the execution of duty (hereinafter,“Remuneration, Etc”) shall be determined by the“Remuneration, Etc”) shall be determined by theresolution of Shareholders Meeting.

resolution of Shareholders Meeting.
Remuneration Etc of Directors of Audit andSupervisory Committee Member is decided by the
resolution of Shareholders Meeting in distinction
from other Directors.

Article 27 (omitted)(newly established)

Article 28 (unchanged)
Article 29 (Executive Officer)
The Board of Directors may, by its resolution
designate Executive Officer and delegate theexecution of Company’s undertaking.
2. The Board of Directors shall, by its resolution,
designate one President out of RepresentativeDirector.
3. The Board of Directors may, by its resolution,
designate one Executive Chairman, severalnumber of each of Senior Managing Executive
Officer, Managing Executive Officer and Senior
Executive Officer out of Executive Officer.
4. Matters relates to Executive Officer is to be
governed in accordance with this Articles ofIncorporation and Executive Officer Ruleprescribed by Board of Directors.
Chapter 5 Auditor and Audit Committee
Article 28 (Number of Auditors)(deleted)(deleted)

The number of Auditor of this Company is within
4.
Article 29 (Way of Election)(deleted)

The Auditor is elected at the Shareholders Meeting
2. The afore-mentioned election is made at theShareholders Meeting, at which less than one thirdof the Shareholder authorized to exercise voting
right is present and by the majority of voting rightat present.
Article 30 (Term)(deleted)

The term of office of each Auditor expire at theconclusion of last Ordinary General Shareholders
Meeting held for the business year which end
within four from applicable election.
Article 31 (Full-Time Corporate Auditor)(deleted)

The Audit Committee designate one or more Full
Time Corporate Auditors from and among theAuditors.
Article32(NoticeofConvocationofAudit(deleted)

Committee)
Each Auditor convenes the Audit Committee atleast three days prior to applicable meeting. In
case of emergency, such three days period could beshortened.
Article 33 (Rules of Audit Committee)
The matters relates to Audit Committee isgoverned by the Rules of Audit Committee adopted(deleted)by Audit Committee, in addition to applicableprovision of laws and this Articles of Incorporation.
Article 34 (Remuneration)(deleted)Remuneration of Auditor is determined by theresolution of Ordinary General Shareholders
Meeting.
Article 35 (Exemption of (Liability of Auditor)(deleted)

The Company may exempt Auditor (includingformer Auditor) from the liability arising from its
negligence, pursuant to Article 426, Paragraph 1,by the resolution of Board of Directors within theextent prescribed by law and regulation.
2.

TheCompany,

pursuanttoArticle

427,

Paragraph 1, may execute the agreement with its
Auditors, which limit the liability of Auditor
arising from its negligence.

(newly established)(newly Established)

Chapter 5

Audit and Supervisory Committee

Article 30 (Notice of Convocation of Audit andSupervisory Committee)
The notice of convocation of Audit and Supervisory
Committee is to be dispatched to each Audit andSupervisory Committee Member three days prior
to applicable meeting. Upon the emergency, such
three days period may be shortened.

(newly Established)

Article 31 (Rules of Audit and Supervisory
Committee)
The matters relate to Audit and Supervisory
Committee is governed by the Rules of Audit andSupervisory Committee adopted by Audit andSupervisory

Committee,inaddition

totheprovision of law and regulation and this Articles ofIncorporation.

Chapter 6 Calculation
Article 36-Article 39 (omitted)(newly established)

Chapter 6 Calculation
Article 32-Article 35 (unchanged)
Additional Rule
(Transitional Treatment regarding the Exemptionof the Liability of Auditor)
The Company, pursuant to the Article 426.
Paragraph 1 of Companies Act, may exempt theliability of Auditor (including former Auditor)
arisingfromits

negligence

beforethe60thOrdinary General Shareholders Meeting by theresolution of the Board of Directors up to theextent prescribed by law and regulation.