Notice Regarding Partial Amendments of the Articles of Incorporation

Note: This English document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail.
Tosei Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To whom it may concern

January 24, 2020

Tosei Corporation
Toranomon Tosei Building, 4-2-3 Toranomon, Minato-ku, Tokyo
President and CEO: Seiichiro Yamaguchi
Securities code: 8923 (Tokyo Stock Exchange, First Section)
S2D (Singapore Exchange, Mainboard)
Contact: Director and CFO: Noboru Hirano
TEL: +81-3-3435-2865

 Notice Regarding Partial Amendments of the Articles of Incorporation

Tosei Corporation (the “Company”) hereby announces that it has resolved at the Board of Director meeting held on January 24, 2020 to submit a proposal regarding partial amendments of the Articles of Incorporation to the 70th Ordinary General Meeting of Shareholders scheduled on February 26, 2020

  1. 1.Reasons for amendments

    (1)   In order to prepare for future business development of the Company, new businesses shall be added to Article 2 (Purpose) of the current Articles of Incorporation and the last item in the article shall be renumbered accordingly.

    (2)   In order to increase the number of Directors with an eye to perpetual growth in the future and the enhancement of governance that supports such growth, Article 19 (Number of Directors) of the current Articles of Incorporation shall be amended.

  2. 2.Details of amendments

    Details of amendments are as follows:

    (Changes are underlined.)

    Current Articles of IncorporationProposed amendments
    Articles 1. (Omitted) Articles 1. (Unchanged)

    Article 2.Purpose

    The purpose of the Company shall be to engage in the following businesses:

    1. — 12. (Omitted)

    13. Operation and leasing of commercial facilities, accommodation facilities, sports facilities, senior care facilities, recreational facilities, and others

    (Newly established)

    (Newly established)

    (Newly established)

    14. Any other business incidental or relating to the businesses referred to in any of the foregoing items

    Article 2. Purpose

    The purpose of the Company shall be to engage in the following businesses:

    1. — 12. (Unchanged)

    13.Operation and leasing of commercial facilities, accommodation facilities, logistics facilities, training facilities, sports facilities, senior care facilities, recreational facilities, restaurants, and others

    14.Operation and management of rental meeting rooms and rental spaces

    15.Power generation business using renewable energy as well as supply and sale of electricity

    16.Cultivation, processing, and distribution of fruits, vegetables, and others

    17.Any other business incidental or relating to the businesses referred to in any of the foregoing items

    Articles 3. — 18. (Omitted)

    Article 19. Number of Directors

    The number of directors of the Company shall be ten (10) or less.

    Articles 20. — 47. (Omitted)

    Articles 3. — 18. (Unchanged)

    Article 19. Number of Directors

    The number of directors of the Company shall be twelve (12) or less.

    Articles 20. — 47. (Unchanged)
  3. 3.Schedule
    Date of General Meeting of Shareholders to Amend the Articles of Incorporation:

    February 26, 2020 (Wed)
    Effective Date: Same as above

End