SanBio : Partial Amendment to the Articles of Incorporation, Reduction in Amounts of Stated Capital and Capital Reserves and Appropriation of Capital Surplus

Current Articles of Incorporation

Proposed Amendment

Chapter 3

Chapter 3

General Meetings of Shareholders

General Meetings of Shareholders

(Internet Disclosure and Deemed Provision of Reference

Documents for the General Meeting of Shareholders and other

documents)

Article 15

(Deleted)

The Company may, when convening a General Meeting of

Shareholders, deem to have provided shareholders with

information pertaining to matters to be stated or indicated in the

reference documents for general meetings of shareholders,

business reports, financial statements and consolidated

financial statements by disclosing such information through the

Internet in accordance with the applicable Ministry of Justice

Ordinance.

(Electronic Provision Measures, Etc.)

(Newly established)

Article 15

1. The Company shall, when convening a General Meeting of

Shareholders, take measures to provide electronically the

information that is the content of the Reference Documents

for General Meeting of Shareholders and other documents.

2. The Company may choose to exclude all or part of the

matters for which electronic provision measures are to be

taken, as provided for in the applicable Ministry of Justice

Ordinance, from being stated in the paper-based documents

to be delivered to shareholders who have made a request

for the paper-based documents by the Record Date for

Voting Rights.

Articles 16 to 49 (Omitted)

Articles 16 to 49 (As is currently written)

Supplementary Provisions

(Newly established)

1. The deletion of Article 15 of the current Articles of

Incorporation (Internet Disclosure and Deemed Provision

of Reference Documents for the General Meeting of

Shareholders and other documents) and the new

establishment of the proposed Article 15 (Electronic

Provision Measures, Etc.) shall become effective as of

September 1, 2022 (the "Effective Date"), which is the date

of enforcement of the amendment 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 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 (6) months

from the effective date.

3. These Supplementary Provisions shall be deleted after six

(6) months have elapsed from the effective date or three (3)

months have elapsed from the date of the General Meeting

of Shareholders set forth in the preceding paragraph,

whichever date is later.

Other capital surplus

6,439,895,876 yen

Retained earnings brought forward

6,439,895,876 yen