Lasertec : Partial Amendment of Articles of Incorporation

Current

Proposed amendment

(Convenor and chairperson)

(Convenor and chairperson)

Art. 14 PresidentDirector shall

Art. 14 RepresentativeDirector shall

convene the General Meeting of

convene the General Meeting of

Shareholders based on the

Shareholders based on the

resolution of the Board of

resolution of the Board of

Directors and shall serve as its

Directors and shall serve as its

chairperson.

chairperson.

2. In the event an accident occurs

2. In the event an accident occurs

to PresidentDirector, another

to RepresentativeDirector,

Director shall act in his/her

another Director shall act in

place based on the succession

his/her place based on the

order provided for by the Board

succession order provided for by

of Directors.

the Board of Directors.

(Disclosure of supplementary materials

(Deleted)

for the General Meeting of Shareholders

on the Internet deemed as submittal to

shareholders)

Art. 15 The Company may disclose the

content of supplementary

materials, business reports, and

non-consolidated and

consolidated financial

statements on the Internet as

provided for by the ordinance of

the Ministry of Justice and

deem it as submittal to

shareholders.

(New provision)

(Providing documents electronically)

Art. 15 The Company shall provide the

content of supplementary

materials and others

electronically upon convocation

of the General Meeting of

Shareholders.

2. The Company may exclude all

or part of the information it has

designated as the information

provided electronically pursuant

to the ordinance of the Ministry

of Justice from the information

written on the documents

submitted to shareholders who

request a hardcopy of

information by the record date of

voting shares.

(Executive Directors)

(Deleted)

Art. 22

The Board of Directors may

pass a resolution to elect a

President Director and, if

necessary, one or several each

of Chairman Director, Vice

President Director, Senior

Managing Director, and/or

Managing Director.

(Representative Director)

(Representative Director)

Art. 23 PresidentDirector shall serve

Art. 22The Board of Directors shall

as the representative of the

pass a resolution to elect a

Company.

Representative Director among

2.The Board of Directors may

the Directors.

pass a resolution, if necessary,

2. In the event an accident occurs

to designate one of the

to the Representative Director,

Directorsas a representative of

another Director shall act in

the Company in addition to the

his/her place based on the

representative in the preceding

succession order provided for by

section.

the Board of Directors.

(Execution of duties)

(Deleted)

Art. 24

President Director shall oversee

the Company's execution of

duties. Chairman Director, Vice

President Director, Senior

Managing Director, Managing

Director, and the other Directors

shall assist President Director

and execute their assigned

duties.

2.

In the event an accident occurs

to President Director, another

Director shall act in his/her

place based on the succession

order provided for by the Board

of Directors.

(Advisors)

(Advisors)

Art. 25

(Omitted)

Art. 23

(Unchanged)

2. Advisors shall give advice on

2.

Advisors shall give advice on the

the Company's duties when

Company's duties when

consulted by PresidentDirector.

consulted by Representative

Director.

(Convenor and chairperson)

(Convenor and chairperson)

Art. 26 PresidentDirector shall

Art. 24 RepresentativeDirector shall

convene and serve as the

convene and serve as the

chairperson of the Board of

chairperson of the Board of

Directors, unless otherwise set

Directors, unless otherwise set

forth by laws and regulations.

forth by laws and regulations.

2. In the event an accident occurs

2. In the event an accident occurs

to PresidentDirector, another

to RepresentativeDirector,

Director shall act in his/her

another Director shall act in

place based on the succession

his/her place based on the

order provided for by the Board

succession order provided for by

of Directors.

the Board of Directors.

(Term)

(Term)

Art. 36

(Omitted)

Art. 34

(Unchanged)

2. The term of a Substitute

Member of the Audit and

(Deleted)

Supervisory Board who

replaces a Member of the Audit

and Supervisory Board shall

expire upon expiry of the term

of the Member he/she has

replaced.

(New Provision)

(Substitute Member of the Audit and

Supervisory Board)

Art. 36 Pursuant to Article 329, Section

3 of the Companies Act of

Japan, the Company may, with a

resolution at the General

Meeting of Shareholders, elect a

Substitute Member of the Audit

and Supervisory Board who will

fill a vacancy in the Audit and

Supervisory Board to avoid a

situation where the Board has

fewer members than the

minimum required by laws and

regulations or by the Company's

3.

The resolution of the election of

a Substitute Member of the Audit

and Supervisory Board shall be

effective until the opening of the

Ordinary General Meeting of

Shareholders held in the fiscal

year that ends within 4 years

from the resolution, unless a

shorter effective period is set by

the resolution. However, the

Board of Directors may pass a

resolution to cancel the election

of a Substitute Member, with

consent from the Audit and

Supervisory Board, prior to the

Substitute Member's assumption

of office.

4.

Once a Substitute Member

becomes a Member of the Audit

and Supervisory Board, his/her

term shall expire upon the expiry

of the term of the Member

he/she has replaced, provided,

however, that the term shall not

exceed the effective period of

the resolution set forth in the

preceding section.

(New provision)

(Supplementary provision)

26.

These articles of incorporation

shall be made effective as

amended as of September 28,

2022.

The provision of Article 15

existing prior to this amendment,

shall remain effective,

notwithstanding its deletion after

amendment, for the General

Meeting of Shareholders held

within 6 months from September

1, 2022.

The supplementary provision