Appier : Notice Regarding Partial Amendments to the Articles of Incorporation

Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

	February 25, 2022
Company name:	Appier Group, Inc.
Representative:	Chih-Han Yu, Representative Director and CEO
	(TSE Mothers Code: 4180)
Contact:	Koji Tachibana, Senior Vice President of Finance
	(TEL. + 81 - 3 - 6435 - 6617)

Notice Regarding Partial Amendments to the Articles of Incorporation

Appier Group, Inc. (the "Company") hereby announces that at a meeting of the Board of Directors held on February 25, 2022, the Company resolved the partial amendments to the Articles of Incorporation. This proposal will be referred to the 4th Annual General Meeting of Shareholders (the "AGM") to be held on March 29, 2022.

I Purpose of the amendment to the Articles of Incorporation

The amended provisions set forth in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will come into force on September 1, 2022. In order to prepare for the introduction of a system for electronic provision of materials for General Meeting of Shareholders, the Company proposes to amend its Articles of Incorporation 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 upon request.
3. The provisions related to the internet disclosure and deemed provision of 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 establishment and deletion of the provisions described above, supplementary provisions shall be established related to the matters such as the effective date.

• Details of the amendment

Details of the amendments mentioned above are presented in the attachment.

• Schedule
• 1. Date of the AGM to amend the Articles of Incorporation: March 29, 2022
  2. Effective date of amendments to the Articles of Incorporation: The date stipulated in the paragraph 1 of the Supplementary provisions of the Proposed Amendments

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Note: This document is an English translation of the original Japanese language document and has been prepared solely for reference purposes. No warranties or assurances are given regarding the accuracy or completeness of this English translation. In the event of any discrepancy between this English translation and the original Japanese language document, the original Japanese language document shall prevail in all respects.

(Appendix) Details of the amendments

			(Amended portions are underlined)
Current Articles of Incorporation			Proposed Amendments
(Internet Disclosure and Deemed Provision of Reference
Materials for the General Meeting of Shareholders, Etc.)
ARTICLE 15: When convening an annual shareholders'
meeting, the Company discloses information
on matters to be stated or displayed in
reference documents, business reports,
financial statements and consolidated financial
statements of the annual shareholders' meeting
by using the Internet in accordance with the
Ordinance of the Ministry of Justice, is
regarded as provided to the shareholders.
		(Measures for Electronic Provision, Etc.)
		ARTICLE 15: The Company shall, when convening a general
			meeting of shareholders, provide information
			contained in the reference materials for the
			general meeting of shareholders, etc.
			electronically.
			2. 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.
		(Supplementary provisions)
		1.	The deletion of ARTICLE 15 (Internet Disclosure
		and Deemed Provision of Reference Materials for the General
		Meeting of Shareholders, Etc.) of the Articles of Incorporation
		prior to amendment resolved by the Annual General Meeting
		of Shareholders for the fiscal year ended December 31, 2021,
		and the establishment of ARTICLE 15 (Measures for
		Electronic Provision, Etc.) of the amended Articles of
		Incorporation shall come into effect on September 1, 2022 (the
		"Effective Date").
		2.	Notwithstanding the provisions of the preceding
		paragraph, ARTICLE 15 of the Articles of Incorporation prior
		to amendment 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
		automatically 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.
				End

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