May 27, 2022
Company name:

UT Group Co., Ltd.

Representative:

Yoichi Wakayama, President,
Representative Director & CEO(Securities code:

2146, TSE Prime Market)

For inquiries:

Takahito Yamada, Senior Executive
Officer and Division Manager,
General Affairs DivisionTEL:+81-3-5447-1710

Notice Regarding Partial Amendment to the Articles of Incorporation
UT Group Co., Ltd. today announces that at the Board of Directors meeting held today, the Company
resolved that it will propose to the 15th Annual General Meeting of Shareholders to be held on June 25,
2022 the following "Partial Amendment to the Articles of Incorporation (1)" and "Partial Amendment to theArticles of Incorporation (2)".
I.

Partial Amendment to the Articles of Incorporation (1)1.

Purpose of the amendment(1) Transition to a Company with an Audit & Supervisory Committee
UT Group determined to become a Company with an Audit & Supervisory Committee to further
enhance its corporate governance. Accordingly, the Company will establish new provisions for theAudit & Supervisory Committee members and the Committee, as well as remove the provisions for
the Audit & Supervisory Board Members and the Audit & Supervisory Board, which are necessary forthe transition to the Company with an Audit & Supervisory Committee.
(2) Introduction of an electronic provision system
As the amendment provision stipulated in the provison of the Supplementary Provisions of Article 1of the “Act for Partial Amendment of the Companies Act” (Act No. 70 of 2019) will come into force on
September 1, 2022, the Company proposes 1) to establish provision concerning electronic provision
measures and provision to limit the scope of matters to be included in written documents that are to
be delivered to shareholders who make a request; 2) to remove the provisions for Internet disclosureof the general meeting of shareholders and their deemed provision; and 3) to establish asupplementary provision regarding the effective date, etc.
(3) OtherThe Company plans to amend the number of articles in conjunction with the above changes and to
make necessary changes, such as modifications to the lexical.
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2.

Schedule
Date of Annual General Meeting of Shareholders to amend the Articles of Incorporation: Saturday,
June 25, 2022 [plan]
Effective date of amendment to the Articles of Incorporation: Saturday, June 25, 2022 [plan]This matter is subject to the approval of the "Partial Amendment to the Articles of Incorporation (1)"at the 15th Annual General Meeting of Shareholders to be held on June 25, 2022.

II.

Partial Amendment to the Articles of Incorporation (2)1.

Purpose of the amendment
The Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related
Acts (Act No. 70 of 2021) was enforced on June 16, 2021, enabling listed companies to hold ageneral meeting of shareholders with its venue undesignated (i.e., so-called “virtual only” meeting ofshareholders) under certain conditions, if such is defined in their articles of incorporation. By making
it easier for many shareholders to attend, the general meeting of shareholders will become more
active, more efficient, and smoother. In addition, allowing for the event of large-scale disasters suchas the spread of infectious diseases and natural disasters as well as in light of an increasingly
digitized society, UT Group believes that expanding choices for the method of holding the general
meeting of shareholders should contribute to the interests of the Company’s shareholders, and thus
propose to establish a new provision to enable to hold a general meeting of shareholders with itsvenue undesignated.
The amendment has been confirmed by the Minister of Economy, Trade and Industry and the Ministerof Justice pursuant to the Ordinance of the Ministry of Economy, Trade and Industry and theOrdinance of the Ministry of Justice that the requirements, as set forth in the Ordinances as a casewhich serves for strengthening industrial competitiveness while consideration is given to the interestsof shareholders, are met.

2.

Schedule
Date of Annual General Meeting of Shareholders to amend the Articles of Incorporation: Saturday,
June 25, 2022 [plan]
Effective date of amendment to the Articles of Incorporation: Saturday, June 25, 2022 [plan]This matter is subject to the approval of the "Partial Amendment to the Articles of Incorporation (2)"at the 15th Annual General Meeting of Shareholders to be held on June 25, 2022.
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