News Release Dated April 26, 2024
Company: Japan System Techniques Co., Ltd.
Representative: Takeaki Hirabayashi, President and CEO
Stock code: 4323, Tokyo Stock Exchange, Prime Market
Contact: Taku Hirabayashi, Director and Senior Officer
Tel: +81-6-4560-1000

Notice of Partial Revision to the Articles of Incorporation
The Board of Directors of Japan System Techniques Co., Ltd. (JAST) approved a resolution on April 26,
2024 to submit a proposal to the 52nd Annual General Meeting of Shareholders to be held on June 25, 2024
for a partial revision to the Articles of Incorporation.
1. Purpose of the revision(1) As was announced by JAST on December 20, 2023 in a release titled “Notice of Transition to theCompany with an Audit & Supervisory Committee Governance System,” a proposal will be submitted at
the 52nd Annual General Meeting of Shareholders to be held on June 25, 2024 to change the corporate
governance system from a Company with a Board of Audit & Supervisory Board Members to a Company
with an Audit & Supervisory Committee. This change is expected to further increase the transparency ofmanagement and better enable JAST to meet the expectations of stakeholders in Japan and other countries.
The new governance system is also expected to increase the speed of management decisions and business
operations under the appropriate oversight of the Board of Directors. The proposed revisions to the
Articles of Incorporation are for the purpose of establishing new provisions required concerning theBoard of Directors and Audit & Supervisory Committee for the change to the new governance system,
the deletion of provisions involving Audit & Supervisory Board Members and the Board of Audit &Supervisory Board Members, and other necessary revisions.
(2) Paragraph 2 of the current Article 27 (Exemption from Liability of Directors) is to be revised to enableliability limitation contracts with directors who do not have executive positions at JAST. The purpose is
to make it possible to attract skilled people continuously to become directors of JAST. All Audit &Supervisory Board Members agree with this proposed revision.
(3) In association with the enactment of the “Act for Partially Amending the Industrial Competitiveness
Enhancement Act and Other Related Acts” (Act No. 70 of 2021), companies in Japan are allowed to holdshareholders meetings (virtual-only shareholders meetings, where the internet or other method is used
for the attendance of shareholders with no physical meeting site) without a designated location if this isallowed in the Articles of Incorporation. JAST believes that having more options for holding
shareholders meetings will benefit shareholders. A different method may be needed if there is a majordisaster, such as a pandemic, natural disaster or other event, if there is more progress with thedigitalization of society, or for some other reason. Consequently, the addition of Paragraph 2 to thecurrent Article 11 is proposed. The Board of Directors will determine the method to hold shareholders
meetings after conducting thorough discussions in order to protect the interests and rights of allshareholders and to reflect current social trends. If this revision to allow virtual -only shareholders
meetings is approved by shareholders, it will become effective only after receiving the approval of the
Minister of Economy, Trade and Industry and Minister of Justice. As stipulated in Ministry of Economy,
Trade and Industry ordinances and Ministry of Justice ordinances, these ministers confirm that thisrevision contributes to strengthening industrial competitiveness while protecting the interests ofshareholders in accordance with the requirements of these ordinances. Consequently, a supplementaryrule is included concerning the date this revision becomes effective.
(4) In addition, there are revisions and corrections to terms, article numbers and other items as required.

12. Revisions
The proposed revisions are shown in the attachment.
3. Schedule
Shareholders meeting to approve revisions to the Articles of Incorporation:
Tuesday, June 25, 2024 (tentative)
Date revisions to the Articles of Incorporation become effective:
Tuesday, June 25, 2024 (tentative)

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Attachment: Details of the revision(Underlined parts are revised.)
After revision
Chapter 1. General Provisions

Current
Chapter 1. General Provisions
Articles 1 to 3 (Omitted)

Articles 1 to 3 (Remain unchanged)(Organization Elements)
Article 4. The Company shall have a General
Meeting of Shareholders, Board
Directors, and the following entities.
(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting Auditor(Organization Elements)
Article 4. The Company shall have a General
Meeting of Shareholders, Board
Directors, and the following entities.
(1) Board of Directors(2) Audit & Supervisory Committee(3) Accounting Auditor

Articles 5 to 10 (Omitted)

Articles 5 to 10 (Remain unchanged)

Chapter 3. General Meeting of Shareholders

Chapter 3. General Meeting of Shareholders(Convocation)
Article 11 (Omitted)(Newly established)(Convocation)
Article 11. (Remain unchanged)
2. The Company may hold a General Meetingof Shareholders that does not have adesignated location.

Articles 12 to 16 (Omitted)

Articles 12 to 16 (Remain unchanged)

Chapter 4. Directors and Board of Directors

Chapter 4. Directors and Board of Directors(Number of Directors)
Article 17. The Company shall have no more thanten Directors.

(Number of Directors)
Article 17. The Company shall have no more thanten Directors (excluding Directors who
are Audit & Supervisory Committee
Members).
2. The Company shall have no more than five
Directors who are Audit & Supervisory
Committee Members.

(Election of Directors)
Article 18. Directors shall be elected by aresolution of the General Meeting of
Shareholders.

(Election of Directors)
Article 18. Directors shall be elected by aresolution of the General Meeting of
Shareholders, distinguishing between
those who are Audit & Supervisory
Committee Members and those whoare not Audit & Supervisory
Committee Members.
2. A resolution for the election of Directors
shall require the presence of shareholders
holding not less than one-third of thevoting rights of all shareholders entitled toexercise their voting rights, and it shall be
adopted by a majority vote of theshareholders present.
3. A resolution for the election of Directors
shall not be conducted by cumulative
voting.

2. A resolution for the election of Directors
shall require the presence of shareholders
holding not less than one-third of thevoting rights of all shareholders entitled toexercise their voting rights, and it shall be
adopted by a majority vote of theshareholders present.
3. A resolution for the election of Directors
shall not be conducted by cumulative
voting.
Article 19 (Omitted)

Article 19 (Remain unchanged)(Term of Office of Directors)(Term of Office of Directors)
3Current
Article 20. The term of office of a Director shall
expire at the conclusion of theOrdinary General Meeting of
Shareholders held with respect to thelast business year ending within one
year after the election.

After revision
Article 20. The term of office of a Director(excluding a Director who is an Audit& Supervisory Committee Member)shall expire at the conclusion of theOrdinary General Meeting of
Shareholders held with respect to thelast business year ending within one
year after the election.
2. The term of office of a Director who is an
Audit & Supervisory Committee Member
shall expire at the conclusion of theOrdinary General Meeting of Shareholders
relating to the last business year ending
within two years after the election.
3. The term of office of a Director who is an
Audit & Supervisory Committee Member
elected as a substitute of a Director who is
an Audit & Supervisory Committee
Member and retires before the expiration of
his/her term of office shall expire at the
expiration of the term of office of theretired Director who is an Audit &Supervisory Committee Member.
4. Pursuant to the provisions of Article 329,
Paragraph 3 of the Companies Act, theeffectiveness of a resolution electing asubstitute of a Director who is an Audit &Supervisory Committee Member ends atthe beginning of the Ordinary General
Meeting of Shareholders for the lastbusiness year ending within two years of
the substitute’s election.

(Newly established)(Newly established)(Newly established)(Representative Directors and Directors with
Specific Titles)
Article 21. The Representative Directors shall be
appointed by the resolution of theBoard of Directors.

(Representative Directors and Directors with
Specific Titles)
Article 21. The Representative Directors shall be
appointed among Directors (excluding
a director who is an Audit &Supervisory Committee Member) by
the resolution of the Board of
Directors.
2. The Board of Directors may, by resolution,
elect one President and one or more Senior
Executive Directors and Executive
Directors among Directors (excluding a
director who is an Audit & Supervisory
Committee Member).

2. The Board of Directors may, by resolution,
elect one President and one or more Senior
Executive Directors and Executive
Directors.

(Remunerations for Directors)
Article 22. The remunerations, bonuses and otherproperty interests as consideration for
the execution of duties paid by theCompany (the “Remunerations”) to
Directors shall be determined by aresolution of the General Meeting of
Shareholders.

(Remunerations for Directors)
Article 22. The remunerations, bonuses and otherproperty interests as consideration for
the execution of duties paid by theCompany (the “Remunerations”) to
Directors shall be determined by aresolution of the General Meeting of
Shareholders, distinguishing between
those who are Audit & Supervisory
Committee Members and those whoare not Audit & Supervisory
Committee Members.

4Current(Convocation Notice for the Board of Directors
Meeting)
Article 23. The convocation notice of a meeting ofBoard of Directors shall be dispatchedto each Director and Audit &Supervisory Board Member no later
than three days prior to the date ofsuch meeting; provided, however, thatsuch period may be shortened in caseof emergency.
2. The Board of Directors meetings may be
convened without using the procedure forcalling these meetings only if all Directors
and Audit & Supervisory Board Members
agree.

After revision(Convocation Notice for the Board of Directors
Meeting)
Article 23. The convocation notice of a meeting ofBoard of Directors shall be dispatchedto each Director no later than threedays prior to the date of such meeting;provided, however, that such period
may be shortened in case of
emergency.

Article 24 (Omitted)

Article 24 (Remain unchanged)

2. The Board of Directors meetings may be
convened without using the procedure forcalling these meetings only if all Directors
agree.

(Newly established)(Delegation of Decisions on Important Business
Execution to Directors)
Article 25. The Company may, pursuant to theprovisions of Article 399-13,
Paragraph 6 of the Companies Act,delegate all or part of the decisions on
the execution of important business(excluding the matters listed in theitems of Paragraph 5 of the same
Article) to the Directors by aresolution of the Board of Directors.

Articles 25 to 26 (Omitted)

Articles 26 to 27 (Remain unchanged)(Exemption from Liability of Directors)
Article 27. Pursuant to the provisions of Article
426, Paragraph 1 of the Companies
Act, the Company may, by the
resolution of the Board of Directors,
exempt Directors (including former
Directors) from their liability up to thelimit prescribed by laws andregulations. This exemption isprovided in instances whereparticularly necessary when Directors
act in good faith and there is no grossnegligence and in consideration of thefacts involving the cause of
responsibilities, the Directors’
execution of duties, and othercircumstances.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into an agreementwith external Directors for an exemption
from their liability up to the limit
prescribed by laws and regulations. This
exemption is provided in instances whereparticularly necessary when Directors act
in good faith and there is no grossnegligence and in consideration of the facts
involving the cause of responsibilities, the(Exemption from Liability of Directors)
Article 28. Pursuant to the provisions of Article
426, Paragraph 1 of the Companies
Act, the Company may, by the
resolution of the Board of Directors,
exempt Directors (including former
Directors) from their liability tocompensate for damages due to a
failure to perform their duties. The
limit of liability shall be set at theamount prescribed by laws andregulations.

2. Pursuant to the provisions of Paragraph 1,
Article 427 of the Companies Act, theCompany may enter into an agreement with
Directors (excluding executive directors) tolimit their liability to compensate fordamages due to a failure to perform theirduties; provided, however, that the limit ofliability under such agreement shall be theminimum amount of liability prescribed bylaws and regulations.

5Current
Directors’ execution of duties, and othercircumstances.

After revision

Chapter 5. Audit & Supervisory Board Members
and Audit & Supervisory Board(Deleted)(Number of Audit & Supervisory Board Members)
Article 28. The Company shall have no more than
five Audit & Supervisory Board
Members.

(Deleted)(Election of Audit & Supervisory Board Members)
Article 29. Audit & Supervisory Board Members
shall be elected by a resolution of theGeneral Meeting of Shareholders.
2. A resolution for the election of Audit &Supervisory Board Members shall require
the presence of shareholders holding notless than one-third of the voting rights ofall shareholders entitled to exercise theirvoting rights, and it shall be adopted by amajority vote of the shareholders present.

(Deleted)(Term of Office of Audit & Supervisory Board
Members)
Article 30. The term of office of an Audit &Supervisory Board Member shall
expire at the conclusion of theOrdinary General Meeting of
Shareholders held with respect to thelast business year ending within four
years after the election.
2. The term of office of an Audit &Supervisory Board Member, who is elected
as the substitute for an Audit &Supervisory Board Member who retired
from office before the expiration of theterm of office, will end at the end of theterm of office of the individual who was
replaced.

(Deleted)(Effectiveness of a Resolution Electing a Substitute
Audit & Supervisory Board Member)
Article 31. The effectiveness of a resolution
electing a substitute Audit &Supervisory Board Member ends at the
beginning of the Ordinary General
Meeting of Shareholders for the lastbusiness year ending within four yearsof the substitute’s election.

(Deleted)(Full-time Audit & Supervisory Board Members)
Article 32. The Audit & Supervisory Board shallelect full-time Audit & Supervisory
Board Members by its resolution.

(Deleted)(Remunerations for Audit & Supervisory Board
Members)
Article 33. The Remunerations for Audit &Supervisory Board Members shall be(Deleted)

6

Current
determined by a resolution of theGeneral Meeting of Shareholders.

After revision(Convocation Notice for the Audit & Supervisory
Board Meeting)
Article 34. The convocation notice of a meeting ofAudit & Supervisory Board shall bedispatched to each Audit &Supervisory Board Member no later
than three days prior to the date ofsuch meeting; provided, however, thatsuch period may be shortened in caseof emergency.
2. The Audit & Supervisory Board meetings
may be convened without using theprocedure for calling these meetings only if
all Audit & Supervisory Board Members
agree.

(Deleted)(Regulations of the Audit & Supervisory Board)
Article 35. Matters relating to the Audit &Supervisory Board shall be governedby the Regulations of the Audit &Supervisory Board established by the
Audit & Supervisory Board, unlessotherwise provided by laws,
regulations or the Articles ofIncorporation.

(Deleted)(Exemption from Liability of Audit & Supervisory
Board Members)(Deleted)

Article 36. Pursuant to the provisions of Article
426, Paragraph 1 of the Companies
Act, the Company may, by the
resolution of the Board of Directors,
exempt Audit & Supervisory Board
Members (including former Audit &Supervisory Board Members) fromtheir liability up to the limit prescribedby laws and regulations. This
exemption is provided in instanceswhere particularly necessary when
Audit & Supervisory Board Members
act in good faith and there is no grossnegligence and in consideration of thefacts involving the cause of
responsibilities, the Audit &Supervisory Board Members’
execution of duties, and othercircumstances.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into an agreementwith external Audit & Supervisory Board
Members for an exemption from their
liability up to the limit prescribed by laws
and regulations. This exemption isprovided in instances where particularly
necessary when Audit & Supervisory7

Current
Board Members act in good faith and there
is no gross negligence and in considerationof the facts involving the cause of
responsibilities, the Audit & Supervisory
Board Members’ execution of duties, andother circumstances.

After revision(Newly established)

Chapter 5. Audit & Supervisory Committee(Newly established)(Full-time Audit & Supervisory Committee
Members)
Article 29. The Audit & Supervisory Committee
may elect full-time Audit &Supervisory Committee members
among the members by its resolution.

(Newly established)(Convocation Notice for the Audit & Supervisory
Committee Meeting)
Article 30. The convocation notice of a meeting ofAudit & Supervisory Committee shallbe dispatched to each Audit &Supervisory Committee Member nolater than three days prior to the dateof such meeting; provided, however,that such period may be shortened incase of emergency.
2. The Audit & Supervisory Committee
meetings may be convened without using
the procedure for calling these meetings
only if all Audit & Supervisory Committee
Members agree.

(Newly established)(Regulations of the Audit & Supervisory
Committee)
Article 31. Matters relating to the Audit &Supervisory Committee shall begoverned by laws, regulations or the
Articles of Incorporation as well as by
the Regulations of the Audit &Supervisory Committee established by
the Audit & Supervisory Committee

Chapter 6. Accounts

Chapter 6. Accounts

Articles 37 to 40 (Omitted)

Articles 32 to 35 (Remain unchanged)(Newly established)

Supplementary Provisions(Transitional Measures for Shareholder Meeting
Convocation)
Article 1. The revision of Article 11, Paragraph 2
will become effective on the day that ashareholders meeting held by theCompany with no designated location
has been approved by the Minister of
Economy, Trade and Industry and
Minister of Justice as meeting therequirements of Ministry of Economy,
Trade and Industry ordinances andMinistry of Justice ordinances. This
article will be deleted on the day that8

Current

After revision
the revision of Article 11, Paragraph 2
becomes effective.
(Transitional Measures Concerning Exemption
from Liability of Audit & Supervisory Board
Members)
Article 2. Pursuant to the provisions of Article
426, Paragraph 1 of the Companies
Act, the Company, by a resolution of
the Board of Directors, may exempt
from liability up to the limit allowed
by laws and regulations Audit &Supervisory Board Members(including former Audit & Supervisory
Board Members) who were negligent
regarding their duties with regard totheir activities prior to the approval ofthese partial revisions of the Articles
of Incorporation at the 52nd Annual
General Meeting of Shareholders.

9