June 1, 2022

Company

Anicom Holdings, Inc.

Representative

Nobuaki Komori,

Representative Director

(Securities Code: 8715 TSE PRIME)

Inquiries to

Hiroshi Sato,

General Manager,

Corporate Planning Department

Notice Regarding Partial Amendment to the Articles of Incorporation

The Board of Directors of Anicom Holdings, Inc. (the "Company") met on May 27, 2022, and passed a resolution to propose partial amendment to the Articles of Incorporation to the 22nd General Meeting of Shareholders scheduled to be held on June 24, 2022.

1. Reasons for Amendment

  1. Due to the partial amendment of the Insurance Business Act, the scope of business of an insurance holding company, which had been limited to the management and administration of subsidiaries and other operations incidental thereto, has been revised. Based on this amendment to the Insurance Business Act, the Company proposes to partially amend the provisions related to the Company's business purpose.
  2. The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
    1. The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
    2. The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
    3. The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
    4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

2. Particulars of Amendment to the Articles of Incorporation

Current Articles of Incorporation

Proposed Amendments

(Purpose)

(Purpose)

Article 2The purpose of the Company, as an

Article 2The purpose of the Company, as an

insurance holding company, shall be to engage

insurance holding company, shall be to engage

in the following businesses:

in the following businesses:

1. Management and administration of non-life

1. Management and administration of non-life

insurance companies and other companies

insurance companies and other companies

designated as subsidiaries pursuant to the

designated as subsidiaries pursuant to the

Insurance Business Act

Insurance Business Act

2. Other businesses incidental to the preceding

2. Other businesses incidental to the preceding

item

item

(Newly established)

3. In addition to the businesses stipulated in the

preceding two items, businesses that may be

conducted by an insurance holding company

pursuant to the provisions of the Insurance

Business Act.

(Internet Disclosure and Deemed Provision of

(Deleted)

Reference Materials for the General Meeting of

Shareholders, Etc.)

Article 15 The Company may, when convening

a general meeting of shareholders, deem that

it has provided information to shareholders

pertaining to matters to be described or

indicated in the reference documents for the

general meeting of shareholders, business

report, non-consolidated financial statements,

and consolidated financial statements, by

disclosing such information through the

internet in accordance with the provisions

provided in the Ordinance of the Ministry of

Justice.

(Newly established)

(Measures for Electronic Provision, Etc.)

Article 15 The Company shall, when convening

a general meeting of shareholders, provide

information contained in the reference

documents for the general meeting of

shareholders, etc. electronically.

(ii) Among the matters to be provided

electronically, 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.

Current Articles of Incorporation

Proposed Amendments

(Newly established)

(Supplementary provisions)

1. The amendment of Article 15 of the current

Articles of Incorporation shall come into

effect on September 1, 2022 ("Effective

date"), the Effective Date of the amended

provisions stipulated in the proviso of

Article 1 of the supplementary provisions of

the "Act Partially Amending the Companies

Act" (Act No. 70 of 2019).

2. Notwithstanding the provisions of the

preceding paragraph, Article 15 (Internet

Disclosure and Deemed Provision of

Reference Documents for the General

Meeting of Shareholders, Etc.) 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 months from the Effective Date.

3. These supplementary provisions shall be

deleted after the lapse of six months from

the Effective Date or the lapse of three

months from the date of the general

meeting of shareholders set forth in the

preceding paragraph, whichever is later.

3. Schedule

Date of General Meeting of Shareholders for amending the Articles of Incorporation June 24, 2022

Effective Date of Amendment to Articles of Incorporation June 24, 2022

Attachments

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  • Original Document
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Anicom Holdings Inc. published this content on 01 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2022 09:11:02 UTC.