Japan Investment Adviser : Notice of Partial Amendment of Articles of Incorporation

February 22, 2022

Company

Japan Investment Adviser Co., Ltd.

Representative

Naoto Shiraiwa, President & CEO

(TSE First Section, Stock Code: 7172)

Contact

Board Director, Takeshi Sugimoto

TEL.

81-3-6550-9307

Current Articles of Incorporation

Proposed amendment

Article 1 - Article 14

Article 1 - Article 14

(Disclosure via Internet of Reference Materials, etc.

for General Meeting of Shareholders and Deemed

Provision)

Article 15 The Company may deem that, at the

convocation of General Meeting of Shareholders, the

information on the matters that should be described

or indicated in the reference materials for General

Meeting of Shareholders, business report and

financial statements (including the accounting

auditor's report or audit report pertaining to the said

consolidated financial statements) has been provided

for the shareholders by disclosing such information

via Internet as provided in the order of the Ministry

of Justice.

(Measures for Provision in Electronic Format, etc.)

Article 15 When convening General Shareholder

Meetings, the Company shall take measures to

provide reference documents, etc., for General

Meeting of Shareholders in electronic format.

2. The Company does not need to include all or some

matters related to electronic provision measures

stipulated by the Ordinance of the Ministry of Justice

in the documents to be delivered to shareholders who

have requested such documents by the record date of

voting rights.

Article 16 - Article 31

Article 16 - Article 31

(Method of Appointment)

(Method of Appointment)

ARTICLE 32 The Audit & Supervisory Board

ARTICLE 32 The Audit & Supervisory Board

Members of the Company shall be appointed by the

Members of the Company shall be appointed by the

resolution of the General Meeting of Shareholders.

resolution of the General Meeting of Shareholders.

2. The resolution to appoint a statutory auditor shall

2. The resolution to appoint a statutory auditor shall

be adopted by a majority of the voting rights of

be adopted by a majority of the voting rights of

shareholders present at the Meeting where the

shareholders present at the Meeting where the

shareholders holding at least one-thirds (1/3) of the

shareholders holding at least one-thirds (1/3) of the

voting rights of all shareholders are present.

voting rights of all shareholders are present.

3. To prepare for a contingency in which the

Company does not have the number of Audit &

Supervisory Board Members required by laws and

2

Current Articles of Incorporation

Proposed amendment

regulations, in accordance with Article 329,

Paragraph 3, of the Companies Act, the Company

may appoint a Substitute Audit & Supervisory Board

Member at a General Meeting of Shareholders of the

Company.

4. The effective term of the resolution for election of

a Substitute Audit & Supervisory Board Member

under the previous paragraph shall expire at the

beginning of an Ordinary General Meeting of

Shareholders pertaining to the last fiscal year ending

within four(4) years from the resolution.

(Term of Office)

(Term of Office)

ARTICLE 33 The term of office of an Audit &

ARTICLE 33 The term of office of an Audit &

Supervisory Board Member shall expire at the close

Supervisory Board Member shall expire at the close

of the ordinary General Meeting of Shareholders held

of the ordinary General Meeting of Shareholders held

with respect to the last business year that ends within

with respect to the last business year that ends within

four (4) years after his or her appointment.

four (4) years after his or her appointment.

2. The term of office of an Audit & Supervisory

2. The term of office of an Audit & Supervisory

Board Member elected to fill a vacancyof an Audit

Board Member elected at a General Meeting of

& Supervisory Board Member shall expire at the

Shareholders to fill the vacancyof an Audit &

expiry of the term of office of the resigned Audit &

Supervisory Board Member who resigned before the

Supervisory Board Member expires.

expiration of his or her term of officeshall expire at

the expiry of the term of office of the resigned Audit

& Supervisory Board Member expires.

However, in the event that the Substitute Audit &

Supervisory Board Member appointed pursuant to

Paragraph 3 of the preceding Article is then appointed

as an Audit & Supervisory Board Member, the term

of office shall not continue past the conclusion of the

Ordinary General Meeting of Shareholders for the

last fiscal year ending within four (4) years of their

appointment as the Substitute Audit & Supervisory

Board Member.

Article 34 - Article 46

Article 34 - Article 46

＜Newly Added＞

(Supplementary Provision)

Article 1 The deletion of Article 15 from the current

Articles of Incorporation and the establishment of

Article 15 of the amended Articles of Incorporation

shall be in effect from the date of enforcement as set

forth in Article 1 of the Supplementary Provisions

(hereinafter referred to as the Effective Date) of the

3

Current Articles of Incorporation

Proposed amendment

Act Partially Amending the Companies Act (Act No.

70 of the Order).

2. Notwithstanding the provisions of the preceding

Paragraph, Article 15 of the current Articles of

Incorporation shall remain in force for General

Meeting of Shareholders held within six (6) months

of the Effective Date.

(Disclosure via internet of reference materials, etc.

for General Meeting of Shareholders and Deemed

Provision)

Article 15 The Company may deem that, at the

convocation of General Meeting of Shareholders, the

information on the matters that should be described

or indicated in the reference materials for General

Meeting of Shareholders, business report and

financial statements (including the accounting

auditor's report or audit report pertaining to the said

consolidated financial statements) has been provided

for the shareholders by disclosing such information

via Internet as provided in the order of the Ministry

of Justice.

3. This Article shall be automatically deleted once six

（6） months have passed from the Effective Date,

or once three (3) months have passed from the date of

the General Meeting of Shareholders set forth in the

preceding Paragraph, whichever is later.

3. Schedule

General Meeting of Shareholders to approve

March 29, 2022 (date subject to change)

amendment of the Articles of Incorporation

Amendment takes effect

March 29, 2022 (date subject to change)

Inquiries:

PR/IR group

TEL: 81-3-6550-9307

ends