ＤＤNEWSRELEASE
May 13, 2021
Ryosuke Mori, President
LIFENET INSURANCE COMPANY(Securities Code: 7157, TSE Mothers)

Notice Regarding the Partial Amendment toArticles of Incorporation
TOKYO, May 13, 2021 – LIFENET INSURANCE COMPANY (TSE Mothers 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 15th
Annual General Meeting of Shareholders scheduled to be held on June 20, 2021.
1.

Purpose of Amendment(1) Amendments regarding the transition to a company with an Audit and Supervisory
Committee
The Company has determined to make the transition from the current company with theAudit and Supervisory Board to a company with an Audit and Supervisory Committee tofurther strengthen the supervisory function of the Board of Directors and enhance
corporate governance. Accordingly, the Company proposes to newly establish provisions
relating to the Directors who are Audit and Supervisory Committee Members and Auditand Supervisory Committee, delete provisions relating to the Audit and Supervisory
Board Members and the Audit and Supervisory Board, and make other necessary
amendments.
(2) The deletion of supplementary provision regarding amortization of operating
expenses under Article 113 of the Insurance Business Act
Article 113, paragraph (1) of the Insurance Business Act allows deferral of all or part ofoperating expenses for the first five years after business commencement because theinitial acquisition costs are significant in the insurance business. The deferred assets areallowed to be amortized within ten years.
The Company recorded a part of operating expenses incurred from fiscal 2008, its
business commencement, until fiscal 2012 as the deferred assets, and amortized theentire deferred assets over a period of nine years to fiscal 2016. Accordingly, theCompany proposes to delete this supplementary provision.
(3) Other overall-related amendments
In connection with the addition and deletion of provisions, subsequent numbering ofArticles and other necessary amendments are proposed.

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2.

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

Proposed Amendments

CHAPTER I
GENERAL PROVISION
Articles 1 to 3(Text omitted)
Article 4 Organs
The Company shall establish the following
organs in addition to the general meeting ofshareholders and Directors:(1) Board of Directors;(2) Corporate Auditors;(3) Board of Corporate Auditors; and(4) Accounting Auditor.
Article 5 (Text omitted)
CHAPTER IISHARES
Articles 6 to 12(Text omitted)
CHAPTER III
GENERAL MEETING OF SHAREHOLDERS
Articles 13 to 17 (Text omitted)
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORSCHAPTER I
GENERAL PROVISION
Articles 1 to 3(Unchanged)
Article 4 Organs
The Company shall establish the following
organs in addition to the general meeting ofshareholders and Directors:(1) Board of Directors;(2) Audit and Supervisory Committee; and(Deleted)(3) Accounting Auditor.
Article 5 (Unchanged)
CHAPTER IISHARESArticles 6 to 12(Unchanged)
CHAPTER III
GENERAL MEETING OF SHAREHOLDERS
Articles 13 to 17 (Unchanged)
CHAPTER IV
DIRECTORS AND BOARD OF DIRECTORS,AND AUDIT AND SUPERVISORYCOMMITTEE
Article 18 Number of Directors
Article 18 Number of Directors
The number of Directors of the Company shall 18.1 The number of Directors of the Company
be eleven (11) or fewer.
(excluding those who are Audit andSupervisory Committee Members) shallbe eleven (11) or fewer.
(New)
18.2 The number of Directors of the Company
who are members of the Audit andSupervisory Committee (hereinafterreferred to as “Audit and Supervisory
Committee Members”) shall be five (5) orfewer.
Article 19 Election of Directors
Article 19 Election of Directors
19.1 Directors shall be elected by a resolution 19.1 Directors shall be elected by a resolutionof the general meeting of shareholders.
of the general meeting of shareholders
19.2 (Text omitted)
by distinguishing Audit and Supervisory19.3 (Text omitted)
Committee Members from otherDirectors.
19.2 (Unchanged)19.3 (Unchanged)

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Current Articles of Incorporation

Proposed Amendments

Article 20 Term of Office of Directors
The term of office of each Director shallcontinue until the conclusion of the ordinary
general meeting of shareholders for the lastbusiness year which ends within one (1) year
from the time of his/her election.

Article 20 Term of Office of Directors
20.1 The term of office of each Director(excluding Audit and Supervisory
Committee Members) shall continue until
the conclusion of the ordinary general
meeting of shareholders for the lastbusiness year which ends within one (1)year from the time of his/her election.
20.2 The term of office of each Audit andSupervisory Committee Member shallcontinue until the conclusion of theordinary general meeting of shareholders
for the last business year which ends
within two (2) years from the time ofhis/her election.
20.3 The term of office of an Audit andSupervisory Committee Member elected
as the substitute for another Audit andSupervisory Committee Member who has
retired from office before the expiration ofhis/her term of office shall continue until
the expiration of the term of office of theretired Audit and Supervisory Committee
Member.
20.4 The resolution of election of substitute
Audit and Supervisory Committee
Members pursuant to Article 329,
paragraph 3 of the Companies Act shallbe effective for a period that ends at thebeginning of the ordinary general
meeting of shareholders for the lastbusiness year which ends within two (2)years from the time of that resolution,
unless the period is shortened by that
resolution.

(New)

(New)

(New)

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3ＤＤNEWSRELEASECurrent Articles of Incorporation

Proposed Amendments

Article 21 Directors with Titles, etc.
Article 21 Directors with Titles, etc.
21.1 The Company may appoint one (1)21.1 The Company may appoint one (1)Chairman and Director, one (1) President
Chairman and Director, one (1) President
and Director and a few Directors withand Director and a few Directors withTitles by a resolution of the Board ofTitles out of the Directors (excludingDirectors.
Audit and Supervisory Committee
21.2 The Company may appoint one (1) ChiefMembers) by a resolution of the Board of
Executive Officer (CEO) and one (1)Directors.
Chief Operating Officer (COO) by a
21.2 The Company may appoint one (1) Chief
resolution of the Board of Directors.
Executive Officer (CEO) and one (1)Chief Operating Officer (COO) out of theDirectors (excluding Audit andSupervisory Committee Members) by aresolution of the Board of Directors.
Article 22 Representative Directors
Article 22 Representative Directors
The Company shall elect Representative
The Company shall elect Representative
Directors by a resolution of the Board ofDirectors out of the Directors (excluding AuditDirectors.
and Supervisory Committee Members) by aresolution of the Board of Directors.
Article 23 Board of DirectorsArticle 23 Board of Directors
23.1 (Text omitted)
23.1 (Unchanged)
23.2 Notice to convene a meeting of the23.2 Notice to convene a meeting of theBoard of Directors shall be given to each
Board of Directors shall be given to each
Director and each Corporate Auditor at
Director at least three (3) days prior toleast three (3) days prior to the date ofthe date of the meeting; provided,the meeting; provided, however, that thehowever, that the notice period may be
notice period may be shortened in caseshortened in case of an emergency.
of an emergency.
23.3 (Unchanged)
23.3 (Text omitted)
Article 24 (Text omitted)
Article 24 (Unchanged)(New)
Article 25 Delegation to Directors
The Company may, pursuant to the provisionsof Article 399-13, paragraph 6 of theCompanies Act, delegate to the Directors all orpart of decisions of execution of important
operations (excluding the matters listed in theitems of paragraph 5 of the same Article) by aresolution of the Board of Directors.
Article 25 Remuneration, etc. for Directors
Article 26 Remuneration, etc. for Directors
The financial benefits received from theThe financial benefits received from theCompany as a consideration for the execution Company as a consideration for the executionof the duties, such as remunerations andof the duties, such as remunerations andbonuses (hereinafter referred to asbonuses (hereinafter referred to as“Remuneration, etc.”) of Directors shall be“Remuneration, etc.”) of Directors shall be
determined by a resolution of the generaldetermined by a resolution of the general
meeting of shareholders.
meeting of shareholders by distinguishing
Audit and Supervisory Committee Members
from other Directors.

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Current Articles of Incorporation
Article 26 Exemption from Liability ofDirectors
26.1 (Text omitted)
26.2 (Text omitted)
(New)
(New)

(New)

(New)

(New)

CHAPTER V
CORPORATE AUDITORS AND BOARD OF
CORPORATE AUDITORS
Article 27 Number of Corporate Auditors
The number of Corporate Auditors of theCompany shall be five (5) or fewer.

Proposed Amendments
Article 27 Exemption from Liability ofDirectors
27.1 (Unchanged)
27.2 (Unchanged)
Article 28 Audit and Supervisory Committee
28.1 The Audit and Supervisory Committee
shall be constituted of all of the Audit andSupervisory Committee Members.
28.2 Notice to convene a meeting of the Auditand Supervisory Committee shall begiven to each Audit and Supervisory
Committee Member at least three (3)days prior to the date of the meeting;provided, however, that the notice period
may be shortened in case of anemergency.
28.3 Unless otherwise provided for by laws or
regulations or these Articles ofIncorporation, the other matters relating
to the Audit and Supervisory Committee
shall be subject to the Regulations of theAudit and Supervisory Committee
stipulated by the Audit and Supervisory
Committee.
Article 29 Full-time Audit and SupervisoryCommittee Members
The Audit and Supervisory Committee may
appoint full-time Audit and Supervisory
Committee Members from the Audit andSupervisory Committee Members by its
resolution.
(Deleted)(Deleted)

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Current Articles of Incorporation

Proposed Amendments

Article 28 Election of Corporate Auditors
28.1 Corporate Auditors shall be elected by aresolution of the general meeting ofshareholders.
28.2 Resolutions for the election of Corporate
Auditors shall be made by a majority ofthe voting rights held by shareholders
present at the meeting whereshareholders holding one-third (1/3) ormore of the voting rights of theshareholders entitled to vote at suchmeeting are present.
Article 29 Term of Office of CorporateAuditors
29.1 The term of office of each Corporate
Auditor shall continue until the conclusionof the ordinary general meeting ofshareholders for the last business year
which ends within four (4) year from thetime of his/her election.
29.2 The term of office of a Corporate Auditor,
who is elected as the substitute for aCorporate Auditor who retired from office
before the expiration of his/her term ofoffice, shall continue until the time theterm of office of the Corporate Auditor
who retired from office expires.
Article 30 Full-time Corporate Auditor
The Board of Corporate Auditors shall appoint
one (1) or more full-time Corporate Auditor(s)from among the Corporate Auditors.
Article 31 Board of Corporate Auditors
31.1 The Board of Corporate Auditors shall be
constituted of all the Corporate Auditors.
31.2 Notice to convene a meeting of theBoard of Corporate Auditors shall begiven to each Corporate Auditor at least
three (3) days prior to the date of themeeting; provided, however, that thenotice period may be shortened in caseof an emergency.
31.3 Unless otherwise provided for by laws or
regulations or these Articles ofIncorporation, the other matters relating
to the Board of Corporate Auditors shallbe subject to the Regulations of theBoard of Corporate Auditors stipulated by
the Board of Corporate Auditors.

(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

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Current Articles of Incorporation

Proposed Amendments

Article 32 Remuneration, etc. for Corporate(Deleted)
Auditors
Remuneration, etc. for a Corporate Auditor
shall be determined by a resolution of thegeneral meeting of shareholders.
Article 33 Exemption from Liability of(Deleted)
Corporate Auditors
33.1 Under the provisions of Article 426,(Deleted)paragraph 1 of the Companies Act, theCompany may, by a resolution of theBoard of Directors, exempt CorporateAuditors (including former Corporate
Auditors) from their liabilities provided forin Article 423, paragraph 1 of the said Act
within the limits stipulated by applicablelaws and regulations.
33.2 Under the provision of Article 427,
(Deleted)paragraph 1 of the Companies Act, theCompany may enter into individual
agreements with each Corporate Auditor
to limit their liabilities under Article 423,
paragraph 1 of the said Act. The limit ofliability for damages under theagreement shall be the minimum liability
amount stipulated by laws andregulations.
CHAPTER VI
CHAPTER V
ACCOUNTING AUDITORACCOUNTING AUDITOR
Article 34 (Text omitted)
Article 30 (Unchanged)
Article 35 (Text omitted)
Article 31 (Unchanged)
35.1 (Text omitted)
31.1 (Unchanged)
35.2 (Text omitted)31.2 (Unchanged)
Article 36 Remuneration, etc. for Accounting Article 32 Remuneration, etc. for Accounting
Auditor
AuditorRemuneration, etc. for the Accounting Auditor Remuneration, etc. for the Accounting Auditor
shall be determined by a resolution of theshall be determined by a resolution of theBoard of Directors with the consent of theBoard of Directors with the consent of the Audit
Board of Corporate Auditors.
and Supervisory Committee.
CHAPTER VII
CHAPTER VI
ACCOUNTINGACCOUNTING
Articles 37 to 41 (Text omitted)
Articles 33 to 37 (Unchanged)

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Current Articles of Incorporation

Proposed Amendments

CHAPTER VIII
SUPPLEMENTARY PROVISIONS
Article 42 Amortization of Incorporation
Expenditures and BusinessExpenditures
42.1 The business expenditures for the first
five (5) years following the establishmentof the Company to be amortizedpursuant to the provisions of Article 113of the Insurance Business Act shall beamortized in accordance with the method
prescribed in the following paragraph.
42.2 The business expenditures for the first
five (5) years following the establishmentof the Company shall be included in thedeferred assets limited to the maximumof the part exceeding the total amount of
the net income from the insurance
business and the net income from theasset investment for each business year,
and not less than the straight-line amountshall be amortized in each of thebusiness years within ten (10) years fromthe establishment of the Company.

CHAPTER VII
SUPPLEMENTARY PROVISIONS(Deleted)(Deleted)(Deleted)

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Current Articles of Incorporation

Proposed Amendments(New)

Article 38 Transitional Measures that Exempt
Corporate Auditors from theirLiabilities
38.1 The Company may, by a resolution of theBoard of Directors, exempt CorporateAuditors (including former CorporateAuditors) from their liabilities fordamages as provided for in Article 423,
paragraph 1 of the Companies Act thathave arisen in connection with any of theacts they committed before theconclusion of the 15th ordinary general
meeting of shareholders, within the limits
stipulated by laws and regulations.
38.2 The agreements that limit liabilities fordamages of Corporate Auditors(including former Corporate Auditors) as
provided for in Article 423, paragraph 1 ofthe Companies Act that have arisen inconnection with any of the acts they
committed before the conclusion of the
15th ordinary general meeting ofshareholders shall still be subject toArticle 33, paragraph 2 of the Articles ofIncorporations before amended by theresolution passed at the same ordinary
general meeting of shareholders.

(New)

(New)

3.

Schedule
Date of the General Meeting of Shareholders for amending the Article of Incorporation:
June 20, 2021
Effective date of the amendments to the Article of Incorporation:
June 20, 2021

About LIFENET URL： https://ir.lifenet-seimei.co.jp/en/
Remember 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, and by doing so, are able to offer highly
cost-competitive products and accept applications from customers at all hours of the day.
Contact:
Investor Relations, Corporate Planning DepartmentTel:+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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