February 14, 2024
To AllCompany Name Frontier Management Inc.
Representative

Shoichiro Onishi, Representative Director,
President & Executive Officer(Stock code: 7038

The Prime Market ofTokyo Stock Exchange)
Contact

Hiroaki Hamada,
Executive Officer, Head of Company
Planning and Administration Department(TEL．+81-3-6862-8335)

Notice Regarding Partial Amendment of the Articles of Incorporation

Frontier Management Inc. (hereinafter the “Company”) announces that the Board of Directors resolved at a meeting heldon February 14, 2024 to decide partial amendment of the Articles of Incorporation at the 17th Annual General Meeting ofShareholders scheduled to be held on March 27, 2024. Details are as follows.
1. Reasons for amendments of the Articles of Incorporation
The Company has decided to become a company with Audit & Supervisory Committee on condition of approval at
the 17th Annual General Meeting of Shareholders to be held on March 27, 2024, for the purpose of enhancing its
corporate governance and increasing its sustainable corporate value by further strengthening the supervisory functionof the Board of Directors and raising the flexibility of business operation.
In connection with this, the Amendment of the Articles of Incorporation is intended to make changes necessary for
the Company to become a company with an Audit & Supervisory Committee, including the establishment of an Audit& Supervisory Committee, provisions for the Committee, and provisions for the delegation of authority for making
decisions on important business operations to Directors, and the deletion of provisions for Audit & Supervisory Board
Members and the Audit & Supervisory Board.
2. Details of change
The details of the revision are provided in the attachment.
3. DateScheduled date of the General Meeting of Shareholders to be held to amend the Articles of Incorporation: March 27,2024
Scheduled effective date of the amendments to the Articles of Incorporation: March 27, 2024

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[Attachment](The changes are underlined.)
Current Articles of Incorporation
Article 1 to Article 9 (omitted)

Recommended revision
Article 1 to Article 9 (unchanged)(Administrator of Shareholders’ Register)
Article 10 The Company shall appoint a shareholders’register administrator.
(2) A shareholders’ register administrator and relevant
administration office shall be determined by resolutionof the Board of Directors.

(Administrator of Shareholders’ Register)
Article 10 The Company shall appoint a shareholders’register administrator.
(2) A shareholder register administrator and relevant
administration office shall be determined by resolutionof the Board of Directors or a decision of a Director
delegated by resolution of the Board of Directors.
(3) The shareholder register, share acquisition rights
register, and lost stock certificate resister of theCompany shall be maintained at the administration
office of the administrator of shareholder registry, whoshall perform clerical work for the shareholder register,share acquisition rights register, and lost stock certificate
resister, including making entries or records and othertasks related to shares and share acquisition rights. The
Company shall not perform such operations.

(3) The shareholder register, share acquisition rights
register, and lost stock certificate resister of theCompany shall be maintained at the administration
office of the administrator of shareholder registry, whoshall perform clerical work for the shareholder register,share acquisition rights register, and lost stock certificate
resister, including making entries or records and othertasks related to shares and share acquisition rights. The
Company shall not perform such operations.
(Rules for Handling Shares)
Article 11 Making entries or records in the shareholder
register, share acquisition rights register, and lost stock
certificate resister of the Company, handling of shares orshare acquisition rights, and paying fees for suchoperations shall be conducted pursuant to the rules forhandling shares determined by the Board of Directors in
addition to those provided for by laws and regulations
and the Articles of Incorporation.

(Rules for Handling Shares)
Article 11 Making entries or records in the shareholder
register, share acquisition rights register, and lost stock
certificate resister of the Company, handling of shares orshare acquisition rights, and paying fees for suchoperations shall be conducted pursuant to the rules forhandling shares determined by the Board of Directors or
a Director delegated by resolution of the Board ofDirectors in addition to those provided for by laws andregulations and the Articles of Incorporation.

Article 12 to Article 20 (omitted)

Article 12 to Article 20 (unchanged)(Number of Directors)
Article 21 The Company shall have no more than seven(7) Directors.

(Number of Directors)
Article 21 The Company shall have no more than ten(10) Directors.

Article 22 (omitted)

Article 22 (unchanged)(Term of Office of Directors)
Article 23 The term of office of a director shall expire
upon the conclusion of the Annual General Meeting ofShareholders held for the last business year ending two(2) years after his/her election.

(Term of Office of Directors)
Article 23 The term of office of Directors (excluding
those who concurrently serve as Audit & Supervisory
Committee Members) shall expire at the conclusion ofthe Annual General Meeting of Shareholders held forthe last closing of accounts within one (1) year fromtheir assumption of office.
(2) The term of office of Directors who are Audit &Supervisory Committee Members shall end at theconclusion of the Annual General Meeting ofShareholders held for the last business year that ends
within two (2) years from the election.
(3) The term of office of a Director appointed to fill avacancy created by earlier termination of the2

predecessor, excluding a Director serving as an Audit &Supervisory Committee member, or due to an increasein the number of Directors, excluding Directors serving
as Audit & Supervisory Committee members, shall bethe same as the remaining term of office of his or her
predecessor or other Directors, excluding Directors
serving as Audit & Supervisory Committee members,
holding the same office.
(2) The term of office of any Director elected to fill a (4) If a Director who serves as an Audit & Supervisory
vacancy or due to an increase in the fixed number shall Committee member is appointed as an alternate to abe the remaining term of office of the predecessor or the Director who has served as an Audit & Supervisory
other Directors then in office.
Committee member and retired prior to the expiration of
his or her term of office, the term of office of theappointed Director shall be the same as the remaining
term of office of his or her predecessor.
Article 24 (omitted)

Article 24 (unchanged)(Remuneration)
Article 25 Remuneration, bonuses, and other economic
benefits received by Directors from the Company inconsideration of the performance of their duties(hereinafter, “Remuneration”) shall be determined byresolution of the General Meeting of Shareholders.

(Remuneration)
Article 25 Remuneration, bonuses, and other economic
benefits received by Directors from the Company inconsideration of performance of their duties(hereinafter, “Remuneration”) shall be determined
separately between Directors serving as Audit &Supervisory Committee Members and those who are
not by resolution of the General Meeting ofShareholders.

(Representative Director and Directors with Special
Titles)
Article 26 The Company shall appoint a representative
director by resolution of the Board of Directors meeting.

(Representative Director and Directors with Special
Titles)
Article 26 The Company shall elect a Representative
Director from the Directors, excluding those serving asAudit & Supervisory Committee Members, byresolution of its Board of Directors.
(2) The Representative Director shall execute theoperations of the Company on behalf of the Company.
(3) In the absence or disability of all Representative
Directors, one of the other Directors, excluding
Directors serving as Audit & Supervisory Committee
members, shall take the place of the Representative
Director in an order predetermined by the Board ofDirectors.
(4) The Board of Directors may, by a resolution of theBoard of Directors, elect one (1) Chairman of the Boardof Directors, one (1) president and director, several
deputy president and director(s), several senior
managing director(s) and several managing director(s),from the Directors (excluding those who concurrently
serve as Audit & Supervisory Committee Members).

(2) The Representative Director shall execute theoperations of the Company on behalf of the Company.
(3) In the absence or disability of all representative
directors, one of the other directors shall take the placeof the representative director in an order predeterminedby the Board of Directors.

(4) The Board of Directors may, by a resolution of theBoard of Directors, elect one (1) chairman of the Boardof Directors, one (1) president and director, several
deputy president and directors, several senior managing
directors and several managing directors.

(Notice of Convocation of Meetings of the Board ofDirectors)
Article 27 Meetings of the Board of Directors shall be
convened by Representative Directors in an orderpredetermined by the Board of Directors, who shall senda notice of convocation to each Director and each Audit& Supervisory Board member not later than three (3)(Notice of Convocation of Meetings of the Board ofDirectors)
Article 27 Meetings of the Board of Directors shall be
convened by Representative Directors in an orderpredetermined by the Board of Directors, who shall senda notice of convocation to each Director not later than
three (3) days prior to the date of the corresponding
3days prior to the scheduled date of the corresponding
meeting. The period may be reduced in a contingency.
(2) A meeting of the Board of Directors may be held
without the convocation notice upon the unanimous
consent of the directors and Audit & Supervisory Board
Members.

meeting. The period may be reduced in a contingency.

Article 28 (omitted)

Article 28 (unchanged)<New>

Article 29 The Company may delegate all or part ofdecisions regarding the performance of important duties(excluding those in the paragraph (5), Article 399-13, ofthe Companies Act) by resolution of the Board ofDirectors pursuant to the provisions of the paragraph(6), Article 399-13, of the Companies Act.

(Omission of the Procedure of Passing Resolutions at
Board of Directors’ Meetings)
Article 29 If a Director proposes a matter to be resolved
at a meeting of the Board of Directors and the proposal
is approved unanimously in writing or through theelectromagnetic method by the Directors entitled toparticipate in the resolution, a resolution to approve this
proposal is deemed to have been passed by the Board ofDirectors. provided, however, that this shall not apply
when an Audit & Supervisory Board Member has raised
an objection.

(Omission of the Procedure of Passing Resolutions atBoard of Directors’ Meetings)
Article 30 If a Director proposes a matter to be resolved
at a meeting of the Board of Directors and the proposal
is approved unanimously in writing or through theelectromagnetic method by the Directors entitled toparticipate in the resolution, a resolution to approve this
proposal is deemed to have been passed by the Board ofDirectors(Minutes of the Board of Directors’ meetings)
Article 30 A summary of the progress of the agenda of
the Board of Directors meeting and the results thereof
and other matters provided for in laws and regulations
shall be entered or recorded in the minutes, and theDirectors and Audit & Supervisory Board Memberspresent at the meeting shall affix their names and seals
or electronic signatures thereto.

(Minutes of the Board of Directors’ meetings)
Article 31 A summary of the progress of the agenda of
the Board of Directors meeting and the results thereof
and other matters provided for in laws and regulations
shall be entered or recorded in the minutes, and theDirectors present at the meeting shall affix their names
and seals or electronic signatures thereto.

(2) A meeting of the Board of Directors may be held
without the convocation notice upon the unanimous
consent of the Directors.

Article 31 The Company shall have Audit & <Delete>
Supervisory Board members and the Audit &Supervisory Board. The number of members shall be no
more than four (4).
(2) Audit & Supervisory Board Members of theCompany shall be elected, at a shareholders’ meeting,by a resolution of a majority of the voting rights of theshareholders present at such shareholders’ meeting at
which shareholders having not less than one-third of thevoting rights of shareholders entitled to exercise theirvoting rights are present.
(Term of Office of Audit & Supervisory Board <Delete>
Members)
Article 32 The term of office of an Audit & Supervisory
Board Member shall expire upon the conclusion of theAnnual General Meeting of Shareholders held for thelast business year ending four years after his/herelection.
(2) The term of office of an Audit & Supervisory Board4

member elected to fill a vacancy created by an earlier
termination of the predecessor shall be the same as theremaining term of office of the predecessor.
(Exemption from Liability of Audit & Supervisory <Delete>
Board Members)
Article 33 Pursuant to provisions of Paragraph 1, Article
426 of the Companies Act, the Company may exempt,
by a resolution of the Board of Directors, Audit &Supervisory Board members (including former Audit &Supervisory Board members) from the liability
specified in Paragraph 1, Article 423 of the Companies
Act caused by neglecting their duties to the extent
permitted by the applicable laws and regulations.
(2) The Company may conclude an agreement limiting
liability prescribed in Paragraph 1, Article 423 of theCompanies Act to the extent stipulated in laws withAudit & Supervisory Board members pursuant to theprovisions of Paragraph 1, Article 427 of the said Act.
(Remuneration)<Delete>Article 34 Remuneration, etc. for Audit & Supervisory
Board Members shall be determined by a resolution ofa General Meeting of Shareholders.
(Full-time Audit & Supervisory Board Members)<Delete>Article 35 The Audit & Supervisory Board, by its
resolution, shall elect a full-time member from among
the Audit & Supervisory Board Members.
(Notice of Convocation of Meetings of the Audit & <Delete>
Supervisory Board)
Article 36 Notice of a meeting of the Audit &Supervisory Board shall be sent to each Audit &Supervisory Board member not later than three (3) days
prior to the scheduled date of the meeting. The period
may be reduced in a contingency.
(2) A meeting of the Audit & Supervisory Board may beheld without the convocation notice upon theunanimous consent of the Audit & Supervisory Board
Members.
(Resolutions of the Audit & Supervisory Board)<Delete>Article 37 A resolution of the Audit & Supervisory
Board shall be adopted by a majority vote of Audit &Supervisory Board Members, unless otherwise
provided for in laws and regulations.
(Minutes of the Audit & Supervisory Board)<Delete>Article 38 The substance of the proceedings and theresults of the meeting of the Audit & Supervisory Board,and the matters stipulated in the applicable laws andregulations shall be entered or recorded in the minutes,
and the Audit & Supervisory Board Members present
shall affix their names and seals or their electronic
signatures thereto.
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(Audit & Supervisory Board Regulations)<Delete>Article 39 Matters concerning the Audit & Supervisory
Board shall be governed by the Regulations of the Audit& Supervisory Board established by the Audit &Supervisory Board, in addition to those provided for inlaws and regulations or the Articles of Incorporation.
<New>(Full-time Audit & Supervisory Committee Member)
Article 32 The Company shall establish an Audit andSupervisory Committee.
(2) Full-time Audit & Supervisory Committee Members
may be appointed by a resolution of the Board<New>(Notice of Convocation of a Meeting of the Audit &Supervisory Committee)
Article 33 A notice of the convocation of a meeting ofthe Audit & Supervisory Committee shall be sent toeach Audit & Supervisory Committee Member no later
than seven (7) days prior to the date of the meeting,provided, however, that in urgent circumstances thisperiod may be shortened.
(2) If the consent of all Audit & Supervisory Committee
Members is obtained, the Audit & Supervisory
Committee meeting may be held without taking theconvocation procedures.

<New>(Method of Resolution of the Audit & Supervisory
Committee)
Article 34 A resolution is passed by the Audit &Supervisory Committee by a majority vote of the Audit& Supervisory Committee Members at a meeting
attended by a majority of the members eligible toparticipate in the resolution.

<New>(Minutes of Meetings of the Audit & SupervisoryCommittee)
Article 35 Proceedings of the meetings of the Audit &Supervisory Committee shall be recorded in minutes
pursuant to the provisions of the Ordinance of theMinistry of Justice, which shall be signed or given
names and seals or electronically signed by themembers of the Audit & Supervisory Committee who
attended the meeting.

<New>(Audit & Supervisory Committee Regulations)
Article 36 Matters concerning the Audit & Supervisory
Committee shall be subject to the Regulations of theAudit & Supervisory Committee established by theAudit & Supervisory Committee in addition to those
provided for in laws and regulations and these Articlesof Incorporation.

Article 40 to Article 42 (omitted)

Article 37 to Article 39 (unchanged)(Remuneration)(Remuneration)
Article 43 Remuneration, etc. for the Accounting Article 40 Remuneration, etc. for the Accounting
Auditor shall be determined by the Representative Auditor shall be determined by the Representative6

Director by obtaining the consent of the Audit & Director by obtaining the consent of the Audit &Supervisory Board.
Supervisory Committee.
Article 44 to Article 47 (omitted)

Article 41 to Article 44 (unchanged)<New>

Supplementary Provisions(Transitional Measures Concerning Exemption of Audit& Supervisory Board Members from Liability)
The Company may exempt its Audit & Supervisory
Board members (including former Audit & Supervisory
Board members) from the liability specified in
Paragraph 1, Article 423 of the Companies Act inrelation to their acts prior to the conclusion of the 17th
Annual General Shareholders Meeting by resolution ofthe Board of Directors, to the extent permitted by law.

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