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, theJapanese original shall prevail. The Company assumes no responsibility for this translation, or for
any direct, indirect or other forms of damages arising from the translation.

May 27, 2022
To whom it may concern
Company name: KYUDENKO CORPORATION
Representative: Naofumi Sato
Executive Officer
Representative President(Stock Exchange Code 1959, TSE Prime Market/FSE)
Inquiries:
Masahide Miyazaki
General Manager,
Business Administration Dept.
(TEL: +81-92-523-6386)

Notice Concerning Partial Amendments to the Articles of Incorporation
KYUDENKO CORPORATION (the “Company”) hereby announces that a meeting of the Boardof Directors held today passed a resolution as follows to propose “Partial Amendments to the
Articles of Incorporation” at the 94th Annual General Meeting of Shareholders to be held on June
28, 2022.
1. Reasons for amendments(1) The Company seeks to shift to a company with Audit and Supervisory Committee with an
aim to further strengthen the supervisory function of its Board of Directors and further
enhance its corporate governance system. The Company shall accordingly makenecessary amendments to the Articles of Incorporation to shift to a company with Audit andSupervisory Committee, such as the establishment of new provisions concerning the Audit
and Supervisory Committee and Audit and Supervisory Committee Members, and thedeletion of provisions concerning the Audit & Supervisory Board and Audit & Supervisory
Board Members, as well as the establishment of new provisions concerning the delegationof decisions on the execution of operations, and the amendment to the provisions
concerning the number of Directors.
(2) With an aim to clarify the separation of supervisory functions from executive functions, theCompany plans to amend the position “Director and President” as Director with specific title
to “Executive Officer and President” based on an executive officer system. The Company
shall accordingly make amendments such as the amendment to the provisions concerning
Directors with specific titles, and the establishment of new provisions concerning Executive
Officers.
(3) The amended provisions stipulated in the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be
enforced on September 1, 2022. The Company shall accordingly make amendments
because the Company is permitted to provide information contained in the reference
documents for the general meeting of shareholders, etc. electronically, and the Company isalso required to newly establish a provision in the Articles of Incorporation stipulating that itshall take measures to provide information contained in the reference documents for the-1-

general meeting of shareholders, etc. electronically.
(4) Along with the above amendments, other necessary changes, including renumbering
articles, shall be made.
2. Details of amendments
The details of the amendments are per the attached document.
3. Schedule
Date of General Meeting of Shareholders to amend the
Articles of Incorporation:
Effective date of amendments to the Articles of Incorporation:-2-

June 28, 2022 (planned)
June 28, 2022 (planned)

Attachment(Amended parts are underlined.)
Current Articles of Incorporation
Chapter 1

Proposed Amendments

General Provisions

Chapter 1( Organizational Bodies)
Article 4 The Company shall establish thefollowing organizational bodies:(1) General Meeting of Shareholders(2) Directors and Board of Directors(3) Audit & Supervisory Board
Members and Audit & Supervisory
Board(4) Accounting Auditors
Chapter 2(Organizational Bodies)
Article 4 The Company shall establish thefollowing organizational bodies in
addition to General Meeting of
Shareholders and Directors:(Deleted)(1) Board of Directors(2) Audit and Supervisory Committee(3) Accounting Auditors

Shares

Chapter 2(Shareholder Registry Administrator)
Article 9 The Company shall appoint ashareholder registry administrator. The
shareholder registry administrator andits place for handling business shall be
determined by resolution of the Boardof Directors and public notice thereof
shall be made.

2

General Provisions

Preparation and keeping of theCompany’s shareholder registry andthe share option registry as well as
any other administrative affairs related
to the shareholder registry and theshare option registry shall bedelegated to the shareholder registryadministrator, and such affairs shallnot be handled by the Company.

(Share Handling Regulations)
Article 10 Share handling and related fees aswell as procedures for the exercise ofshareholders’ rights shall be inaccordance with the share handlingregulations established by the Board of
Directors in addition to laws andregulations and the Articles ofIncorporation.

Shares(Shareholder Registry Administrator)
Article 9 The Company shall appoint ashareholder registry administrator. The
shareholder registry administrator andits place for handling business shall be
determined by resolution of the Boardof Directors or by decision of
Director(s) delegated by the Board of
Directors and public notice thereof
shall be made.
2 (Unchanged)(Share Handling Regulations)
Article 10 Share handling and related fees as wellas procedures for the exercise ofshareholders’ rights shall be inaccordance with the share handlingregulations established by resolution of
the Board of Directors or by decision of
Director(s) delegated by the Board of
Directors, in addition to laws andregulations and the Articles ofIncorporation.

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Current Articles of Incorporation

Proposed Amendments

Chapter 3 General Meeting of Shareholders

Chapter 3

General Meeting of Shareholders(Convening)
Article 11 An annual general meeting shall be
convened in June every year, and an
extraordinary general meeting shall be
convened as necessary, by the
President based on a resolution of theBoard of Directors.

(Convening)
Article 11 An annual general meeting ofshareholders of the Company shall be
convened in June every year, and an
extraordinary general meeting ofshareholders shall be convened whennecessary, by a Director who chairs ageneral meeting of shareholders basedon a resolution of the Board of
Directors.

(Chairperson)
Article 13 The President shall be appointed aschairperson of a general meeting.

(Chairperson)
Article 13 The Executive Officer and President
who is also a Director shall serve as
chairperson of a general meeting ofshareholders.
2 In case that the Executive Officer andPresident referred to in the preceding
paragraph is prevented from doing so,
one of the other Directors shall act aschairperson in the order predeterminedby the Board of Directors.

2

In case that the President is prevented
from doing so, one of the other
Directors shall act as chairperson in
the order predetermined by the Boardof Directors.

(Disclosure via the Internet of Reference
Documents for a General Meeting of
Shareholders etc., and Deemed Provision ofInformation)
Article 14 Upon convening a general meeting ofshareholders, the Company shall bedeemed to have provided theshareholders with information withrespect to the matters to be stated orindicated in the reference documents
for the general meeting ofshareholders, business reports,financial statements and consolidated
financial statements by disclosing thesame on the Internet in accordancewith the ordinances of the Ministry ofJustice.

(Deleted)(Newly established)(Measures for Electronic Provision, etc.)
Article 14 Upon convening a general meeting ofshareholders, the Company shall takemeasures to provide information
contained in the reference documents
for the general meeting ofshareholders, etc. electronically.

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Current Articles of Incorporation

Proposed Amendments
2(Resolution Method)
Article 15 Except as otherwise provided for inlaws and regulations or by the Articles
of Incorporation, ordinary resolutions
at a general meeting shall be adopted
by a majority of the votes of theshareholders with voting rights present
at the meeting.
2 Extraordinary resolutions at a general
meeting shall be adopted by a majorityof 2/3 or more of the voting rights ofthe shareholders present at themeeting, where shareholders holding
1/3 or more of the total voting rights ofshareholders who may exercise thevoting rights are in attendance.
(Minutes)
Article 17 A summary and results of proceedings
at a general meeting as well as othermatters provided for in laws andregulations shall be specified in theminutes, and the chairperson and
Directors present at the meeting shallaffix their names and seals thereon.
Chapter 4(Resolution Method)
Article 15 Except as otherwise provided for inlaws and regulations or by the Articles
of Incorporation, resolutions at a
general meeting of shareholders shallbe adopted by a majority of the votes ofthe shareholders with voting rights
present at the meeting.
2 Resolutions provided for in Article 309,
Paragraph 2 of the Companies Act
shall be adopted by 2/3 or more of thevoting rights of the shareholders
present at the meeting, where
shareholders holding 1/3 or more of thetotal voting rights of shareholders who
may exercise the voting rights are inattendance.
(Minutes)
Article 17 A summary and results of proceedings
at a general meeting of shareholders
as well as other matters provided for inlaws and regulations shall be specified
or recorded in the minutes.

Directors and the Board of
Directors(Number)
Article 18 The number of Directors shall not
exceed fifteen (15).

While the Company shall deliver a
document specifying the matters to beprovided electronically to shareholders
who have requested the delivery of thepaper copy by the record date forvoting rights, it may choose not toinclude all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy.

Chapter 4

Directors, Board of Directors andExecutive Officers(Number)
Article 18 The number of Directors of theCompany (excluding Directors serving
as Audit and Supervisory Committee
Members) shall not exceed thirteen
(13).

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Current Articles of Incorporation

Proposed Amendments(Newly established)2(Appointment)
Article 19 Directors shall be appointed at general
meetings of shareholders.

The number of Directors of theCompany serving as Audit andSupervisory Committee Members(hereinafter “Audit and Supervisory
Committee Members”) shall not exceed
six (6).

(Appointment)
Article 19 Directors shall be appointed at general
meetings of shareholders, while
making a distinction between Directors
who are Audit and Supervisory
Committee Members and the other
Directors.
2 Directors shall be appointed by aresolution adopted by a majority of thevotes of the shareholders present at
the meeting, where shareholders
holding 1/3 or more of the total voting
rights of the shareholders who may
exercise the voting rights are inattendance.

2

Directors shall be appointed by amajority of the votes of theshareholders present at the meeting,where shareholders holding 1/3 ormore of the total voting rights of theshareholders who may exercise thevoting rights are in attendance.

3

No cumulative voting shall be appliedin appointment of Directors.

3(Term)
Article 20 The term of Directors shall be by theclosing of the annual general meetingof shareholders related to the last of
the business years ending within one(1) year of the appointment.
(Newly established)(Term)
Article 20

2(Newly established)3-6-

No cumulative voting shall be applied ina resolution for appointment of
Directors.

(Unchanged)

Notwithstanding the provision in thepreceding paragraph, the term of Audit
and Supervisory Committee Members
shall expire at the conclusion of theannual general meeting ofshareholders related to the last of thebusiness years ending within two (2)years of the appointment.
The term of an Audit and Supervisory
Committee Member elected as a
substitute for an Audit and Supervisory
Committee Member who resigns prior
to the expiry of his or her term shall
expire at the expiration of the term of
the resigning Member.

Current Articles of Incorporation

Proposed Amendments(Newly established)

4(Representative Directors and Directors with
Specific Titles)
Article 21 The Board of Directors shall appoint
Representative Directors by its
resolution.

2

The Board of Directors may appoint
one (1) Chairman, Vice
Chairman(men) and one (1) President
by its resolution.

The period of validity of a resolution toappoint an Audit and Supervisory
Committee Member as a substitutepursuant to Article 329, Paragraph 3 of
the Companies Act shall continue until
the beginning of an annual general
meeting of shareholders held two (2)years after the general meeting ofshareholders where he or she wasappointed, provided that the resolution
did not shorten that period.

(Representative Directors and Directors with
Specific Titles)
Article 21 The Board of Directors shall appoint
Representative Directors by its
resolution from among Directors(excluding Audit and Supervisory
Committee Members).
2 The Board of Directors may appoint
one (1) Chairman and Vice
Chairman(men) from among Directors(excluding Audit and Supervisory
Committee Members) by its resolution.

(Duties of Directors with Specific Titles)
Article 22 The President shall execute theCompany’s business according toresolutions of the Board of Directors.

(Deleted)(Acting as Representative)
Article 23 In the event that the Chairman or the
President cannot attend or isprevented from doing so, one of theother Directors shall act as therepresentative in the orderpredetermined by the Board of
Directors.

(Deleted)(Composition of Board of Directors)
Article 24 The Board of Directors shall becomposed of Directors.
2 Audit & Supervisory Board Members
shall attend meetings of the Board of
Directors and state their opinions as
deemed necessary.

(Deleted)-7-

Current Articles of Incorporation

Proposed Amendments(Convening of Meetings of Board of Directors)
Article 25 Meetings of the Board of Directors
shall be convened by the Chairman.
(Newly established)(Convening of Meetings of Board of Directors)
Article 22(Unchanged)22

Notice for convening a meeting of theBoard of Directors shall be sent toeach Director and Audit & Supervisory
Board Members two (2) days prior to
the date of the meeting; provided,
however, that such period may be
shortened in case of emergency.

3

In case that the Chairman is prevented
from doing so, one of the other
Directors shall act in his or her place inthe order predetermined by the Boardof Directors.
Convocation notice for a meeting of theBoard of Directors shall be sent to each
Director at least two (2) days prior to
the date of the meeting; provided,
however, that such period may be
shortened in case of emergency.

(Chairperson of the Board of Directors)
Article 26 The Chairman shall be appointed aschairperson of a meeting of the Boardof Directors.
(Newly established)(Chairperson of the Board of Directors)
Article 23 The Chairman shall serve as
chairperson of a meeting of the Boardof Directors.
2 In case that the Chairman is prevented
from doing so, a convener set forth inParagraph 2 of the preceding article
shall act in his or her place.

(Authority of Board of Directors)
Article 27 The Board of Directors shall decide on
matters provided for in laws andregulations or the Articles ofIncorporation as well as mattersconcerning the execution of thebusiness of the Company.

(Deleted)(Method of Resolution by Board of Directors)
Article 28 Resolutions of the Board of Directors
shall be adopted by a majority of 2/3 ormore of Directors present at a meeting
where a majority of Directors are inattendance.

(Method of Resolution by Board of Directors)
Article 24 Resolutions of the Board of Directors
shall be adopted by 2/3 or more of
Directors present at a meeting where amajority of Directors are in attendance.

2

When the requirements of Article 370of the Companies Act are fulfilled, theCompany deems that a resolution of
the Board of Directors has been
adopted.

(Unchanged)-8-Current Articles of Incorporation

Proposed Amendments(Newly established)(Delegation to Directors)
Article 25 The Company may, in accordance withthe provisions of Article 399-13,
Paragraph 6 of the Companies Act,delegate all or part of decisions on theexecution of important operations(excluding matters listed in each itemof Article 399-13, Paragraph 5 of theCompanies Act) to Directors by aresolution of the Board of Directors.

(Newly established)(Regulations of Board of Directors)
Article 26 Except as otherwise provided for inlaws and regulations or the Articles ofIncorporation, all matters concerning
the Board of Directors shall begoverned by the Regulations of theBoard of Directors prescribed by the
Board of Directors.

(Minutes)
Article 29 A summary and results of theproceedings at a meeting of the Boardof Directors as well as other mattersprovided for in laws and regulations
shall be recorded in the minutes, andDirectors and Audit & Supervisory
Board Members present at the meetingshall affix their names and seals
thereon.
2 The content of any matter which isdeemed to have been adopted underParagraph 2 of the preceding Article
and other matters provided for in laws
and regulations shall be recorded in
the minutes.

(Deleted)-9-

Current Articles of Incorporation

Proposed Amendments(Agreement on Limiting Liabilities of Outside
Directors)
Article 30 The Company may enter into anagreement with its Outside Directors tolimit the liabilities of damages inaccordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act in case of falling under
the requirements provided for in laws
and regulations related to liabilities ofdamages pursuant to Article 423,
Paragraph 1 of the Companies Act;
provided, however, that the maximum
amount of liabilities under theagreement shall be the amountprovided for in laws and regulations.

(Agreement on Limiting Liabilities of Directors)
Article 27 The Company may enter into anagreement with its Directors (excluding
those serving as Executive Directors,etc.) to limit the liabilities of damages inaccordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act in case of falling under
the requirements provided for in laws
and regulations related to liabilities ofdamages pursuant to Article 423,
Paragraph 1 of the Companies Act;
provided, however, that the maximum
amount of liabilities under theagreement shall be the amountprovided for in laws and regulations.

(Newly established)(Executive Officers)
Article 28 The Company may appoint Executive
Officers by resolution of the Board of
Directors and have them sharebusiness execution of the Company.
2 The Board of Directors may appoint, by
its resolution, Executive Officer andPresident and other Executive Officers
with specific titles from among the
Executive Officers.
3 In case that the Executive Officer andPresident is prevented from doing so,
one of the other Executive Officers
shall act in his or her place in the orderpredetermined by the Board of
Directors.

(Newly established)

Chapter 5(Newly established)(Full-time Audit and Supervisory Committee
Member and Standing Audit and Supervisory
Committee Member)
Article 29 The Audit and Supervisory Committee
may appoint full-time Audit andSupervisory Committee Members by
its resolution.
2 Audit and Supervisory Committee
Members may appoint a few standing
Audit and Supervisory Committee
Members among themselves.

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Audit and Supervisory Committee

Current Articles of Incorporation

Proposed Amendments(Newly established)(Notice for Convening of Meetings of Audit andSupervisory Committee)
Article 30 Notice for convening a meeting of the
Audit and Supervisory Committee shallbe sent to each Audit and Supervisory
Committee Member at least five (5)days prior to the date of the meeting;provided, however, that such period
may be shortened in case of
emergency.

(Newly established)(Regulations of the Audit and Supervisory
Committee)
Article 31 Except as otherwise provided for inlaws and regulations or the Articles ofIncorporation, matters concerning the
Audit and Supervisory Committee shallbe governed by the Regulations of the
Audit and Supervisory Committeeprescribed by the Audit andSupervisory Committee.

Chapter 5 Audit & Supervisory Board
Members and Audit & Supervisory Board(Deleted)(Number)
Article 31 The number of Audit & Supervisory
Board Members shall not exceed six(6).

(Deleted)(Appointment)
Article 32 Audit & Supervisory Board Members
shall be appointed at general meetingsof shareholders.
2 Audit & Supervisory Board Members
shall be appointed by a resolution
adopted by a majority of the votes ofthe shareholders present at themeeting, where shareholders holding
1/3 or more of the total voting rights ofthe shareholders who may exercise
the voting rights are in attendance.

(Deleted)- 11 -

Current Articles of Incorporation

Proposed Amendments(Term)
Article 33 The term of Audit & Supervisory Board
Members shall be by the closing of theannual general meeting ofshareholders related to the last of thebusiness years ending within four (4)years of the appointment.
2 The term of an Audit & Supervisory
Board Member appointed to fill avacancy created by an earlier
retirement of any Audit & Supervisory
Board Member shall be the remaining
period of term of such Audit &Supervisory Board Member who
retired.

(Deleted)(Full-time Audit & Supervisory Board Member
and Standing Audit & Supervisory Board
Member)
Article 34 The Audit & Supervisory Board shallappoint full-time Audit & Supervisory
Members by its resolution.
2 Audit & Supervisory Board Members
may appoint a few standing Audit &Supervisory Board Members among
themselves.

(Deleted)(Composition of Audit & Supervisory Board)
Article 35 The Audit & Supervisory Board shallbe composed of Audit & Supervisory
Board Members.

(Deleted)(Notice for Convening of Meetings of Audit &Supervisory Board)
Article 36 Notice for convening a meeting of the
Audit & Supervisory Board shall besent to each Audit & Supervisory
Board Member five (5) days prior to thedate of the meeting; provided,
however, that such period may be
shortened in case of emergency.

(Deleted)(Method of Resolution by Audit & Supervisory
Board)
Article 37 Resolutions of the Audit & Supervisory
Board shall be adopted by a majority of
Audit & Supervisory Board Members
unless otherwise provided for in laws
and regulations.

(Deleted)- 12 -

Current Articles of Incorporation

Proposed Amendments(Minutes)
Article 38 A summary and results of theproceedings at a meeting of the Audit& Supervisory Board as well as othermatters provided for in laws andregulations shall be recorded in theminutes, and Audit & Supervisory
Board Members present at the meetingshall affix their names and seals
thereon.

(Deleted)(Agreement on Limiting Liabilities of Outside
Audit & Supervisory Board Members)
Article 39 The Company may enter into anagreement with its Outside Audit &Supervisory Board Members to limit
the liabilities of damages inaccordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act in case of falling under
the requirements provided for in laws
and regulations related to liabilities ofdamages pursuant to Article 423,
Paragraph 1 of the Companies Act;
provided, however, that the maximum
amount of liabilities under theagreement shall be the amountprovided for in laws and regulations.
Chapter 6 Accounting Auditors(Deleted)

Articles 40 and 41
Chapter 7(Text omitted)

Chapter 6
Articles 32 and 33

Accounting

Articles 42 to 45 (Text omitted)

Accounting Auditors

Chapter 7(Unchanged)
Accounting

Articles 34 to 37 (Unchanged)- 13 -

Current Articles of Incorporation

Proposed Amendments(Newly established)(Newly established)

Supplementary Provisions(Transitional Measures Regarding Exemption
from Liability of Audit & Supervisory Board
Member)
The agreements to limit liability pursuant to Article
423, Paragraph 1 of the Companies Act for acts
conducted by Outside Audit & Supervisory Board
Members (including former Outside Audit &Supervisory Board Members) entered into before
the conclusion of the 94th Annual General Meetingof Shareholders shall still be governed by Article 39of the Articles of Incorporation before theamendment, which was resolved at the said
Annual General Meeting of Shareholders.

(Newly established)(Transitional Measures Regarding Measures forElectronic Provision, etc.)
1 The deletion of Article 14 (Disclosure via theInternet of Reference Documents for a General
Meeting of Shareholders etc., and Deemed
Provision of Information) of the current Articles
of Incorporation and the establishment of Article
14 (Measures for Electronic Provision, etc.) of
the proposed amendment shall come into effecton September 1, 2022 (the “Effective Date”).
However, the Article 14 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six (6) months after the
Effective Date.
2 These supplementary provisions shall bedeleted on the date after six (6) months havelapsed from the Effective Date or on the dateafter three (3) months have lapsed from the dateof the general meeting of shareholders set forthin the preceding paragraph, whichever is later.

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