Healios K K : Notice of the Partial Amendments to Articles of Incorporation

February 24, 2022

Company Name:

HEALIOS K.K.

Representative:

Hardy TS Kagimoto, Chairman & CEO

(TSE Mothers Code: 4593)

Contact:

Richard Kincaid, Executive Officer CFO

(TEL: 03-5962-9440)

(Amended parts are underlined.)

Current

Proposed Amendments

Article 18

Internet disclosure and

(Deleted)

（Newly established）

Article 18

Electronic

Provision Measure,

Etc. The Company shall, when convening a

general meeting of shareholders, take the

electronic

provision

measure

for

information included in the reference

document for general meetings of

（Newly established）

shareholders, etc.

2.Among the matters subject to the

electronic provision measure, the Company

may choose not to include all or part of the

matters stipulated in the Ordinance of the

Ministry of Justice in the paper copy to be

sent to shareholders who have requested it

by the record date for voting rights.

(Supplementary Provisions)

(Supplementary Provisions)

Article-1

Article-1

Pursuant to the provisions of Article 426,

Pursuant to the provisions of Article 426,

Paragraph 1 of the Companies Act, the

Paragraph 1 of the Companies Act, the

Company may, by a resolution of the

Company may, by a resolution of the Board

Board of Directors, exempt Statutory

of Directors, exempt

Statutory Auditors

2

Auditors (including persons who were

(including persons who were Statutory

Statutory Auditors) from the liability

Auditors) from the liability prescribed in

prescribed in Article 423, Paragraph 1 of

Article 423, Paragraph 1 of the Companies

the Companies Act, which arises before

Act, which arises before the partial

the partial amendments to the Articles of

amendments to the Articles of Incorporation

Incorporation resolved at the 7th Annual

resolved at the 7th Annual Shareholders

Shareholders Meeting become effective,

Meeting become effective, to the extent

to the extent prescribed by law and

prescribed by law and ordinance.

ordinance.

Article-2

（Newly established）

The deletion of Article 18 (Disclosure on

Internet of Reference Materials for General

Meeting of Shareholders Deemed and

Deemed Provision of that Information) of

the current Articles of Incorporation and the

new establishment of the proposed Article

18 (Electronic Provision Measure, Etc.)

shall come into effect on September 1, 2022.

2.Notwithstanding the provisions of the

preceding paragraph, Article 15 of the

current Articles of Incorporation shall

remain in force with respect to a general

meeting of shareholders to be held on a date

within six (6) months from September 1,

2022,

3.These supplementary provisions shall be

deleted on the later of either the day on

which six (6) months has elapsed from

September 1, 2022 or the day on which three

(3) months has elapsed from the day of the

general meeting of shareholders set forth in

the preceding paragraph.

[End of document]