TechnoPro : Notice Regarding Partial Amendment to Articles of Incorporation and Management Appointments

To Whom It May Concern,

August 19, 2022

Corporate Name:

TechnoPro Holdings, Inc.

(Code: 6028, TSE Prime Market)

Representative:

Takeshi Yagi, President, Representative Director & CEO

Contact:

Toshihiro Hagiwara, Managing Director & CFO

(Tel. 03-6385-7998)

Name

Title

Yasuji Nishio

Current

Director and Chairman

New

Ditto

Takeshi Yagi

Current

President, Representative Director and CEO

New

Ditto

Gaku Shimaoka

Current

Vice President, Representative Director and COO

New

Ditto

Koichiro Asai

Current

Senior Managing Director

New

Ditto

Toshihiro Hagiwara

Current

Managing Director and CFO

New

Ditto

Tsunehiro Watabe

Current

Outside Director

New

Ditto

Kazuhiko Yamada

Current

Outside Director

New

Ditto

Harumi Sakamoto

Current

Outside Director

New

Ditto

Shoko Takase

Current

Outside Director

New

Ditto

(2) Candidates for Directors who are Audit & Supervisory Committee Members

Name

Title

Hitoshi Madarame

Current

Full-time Audit & Supervisory Board Member

New

Director (Full-time Audit & Supervisory Committee Member)

Mitsutoshi Takao

Current

Outside Audit & Supervisory Board Member

New

Outside Director (Audit & Supervisory Committee Member)

Rumiko Tanabe

Current

Outside Audit & Supervisory Board Member

New

Outside Director (Audit & Supervisory Committee Member)

(3) Candidate for a Substitute Director who is an Audit & Supervisory Committee Member

Name

Title

Yoshio Kitaarai

Current

Substitute Audit & Supervisory Board Member

New

Substitute Outside Director (Audit & Supervisory Committee Member)

(4) Audit & Supervisory Board Members to retire

Name

Title

Hitoshi Madarame

Current

Full-time Audit & Supervisory Board Member

New

Director (Full-time Audit & Supervisory Committee Member)

Mitsutoshi Takao

Current

Outside Audit & Supervisory Board Member

New

Outside Director (Audit & Supervisory Committee Member)

Akira Mikami

Current

Outside Audit & Supervisory Board Member

New

-

Rumiko Tanabe

Current

Outside Audit & Supervisory Board Member

New

Outside Director (Audit & Supervisory Committee Member)

(Underlined parts are amended)

Current Articles of Incorporation

Proposed Amendments

Article 4. (Organs)

Article 4. (Organs)

The Company shall have the following organs in addition

The Company shall have the following organs in addition

to General Meetings of Shareholders and Directors.

to General Meetings of Shareholders and Directors.

(1) Board of Directors

(1) Board of Directors

(2) Audit & Supervisory Board Members

(Deleted)

(3) Audit & Supervisory Board

(Deleted)

(Newly established)

(2) Audit & Supervisory Committee

(4) Accounting Auditor

(3) Accounting Auditor

Article 14. (Internet Disclosure and Deemed Provision of

(Deleted)

Reference Documents for General Meeting of

Shareholders, etc.)

The Company may, when convening a General Meeting

of Shareholders, by disclosing the information related to

the matters to be stated or displayed in reference

documents for General Meeting of Shareholders,

business reports, financial statements and consolidated

financial statements through the Internet pursuant to the

provisions of the applicable Ordinance of the Ministry of

Justice, deem that it has provided the same to the

shareholders

(Newly established)

Article 14. (Measures, etc. for Providing Information in

Electronic Format)

1. When the Company convenes a general meeting of

shareholders, it shall take measures for providing

information that constitutes the content of reference

documents for the general meeting of shareholders,

etc. in electronic format.

2. Among items for which the measures for providing

information in electronic format will be taken, the

Company may exclude all or some of those items

designated by the Ordinance of the Ministry of Justice

from being stated in the paper-based documents to be

delivered to shareholders who have requested the

delivery of paper-based documents by the record date

for voting rights.

Article 18. (Number of Directors)

Article 18. (Number of Directors)

The Company shall have not less than three (3) butnot

1. The Company shall have not more than fifteen (15)

more than twenty (20)Directors.

Directors (excluding those who are Audit & Supervisory

Committee Members).

Current Articles of Incorporation

Proposed Amendments

(Newly established)

2. The Company shall have not more than five (5)

Directors who are Audit & Supervisory Committee

Members.

Article 19. (Election of Directors)

Article 19. (Election of Directors)

1. Directors of the Company shall be elected by resolution

1. Directors of the Company shall be elected by resolution

adopted by a majority of the voting rights of the

adopted by a majority of the voting rights of the

shareholders present at a General Meeting of

shareholders present at a General Meeting of

Shareholders where the shareholders holding one third

Shareholders where the shareholders holding one third

(1/3) or more of the voting rights of the shareholders

(1/3) or more of the voting rights of the shareholders

who are entitled to exercise their voting rights are

who are entitled to exercise their voting rights are

present.

present.

(Newly established)

2. The appointment of Directors pursuant to the

provisions of the preceding paragraph shall be made

by distinguishing between Directors who are Audit &

Supervisory Committee Members and other Directors.

2.Cumulative voting shall not be used to elect Directors

3.Cumulative voting shall not be used to elect Directors

of the Company.

of the Company.

Article 20. (Substitute Directors)

Article 20. (Substitute Directors)

1. The Company may elect substitute Directors

1. The Company may elect substitute Directors who are

prescribed in Article 329(3) of the Companies Act.

Audit & Supervisory Committee Members and other

Directorsprescribed in Article 329(3) of the Companies

Act.

(Newly established)

2. The effective term of the resolution pertaining to the

election of substitute Directors who are Audit &

Supervisory Committee Members in the preceding

paragraph shall expire at the commencement of the

Annual General Meeting of Shareholders for the last

business year which ends within two (2) years after

such resolution.

2. The effective term of the resolution pertaining to the

3. The effective term of the resolution pertaining to the

election of substitute Directors in the preceding

election of substitute Directors (excluding those who

paragraphshall expire at the commencement of the

are Audit & Supervisory Committee Members)in

first Annual General Meeting of Shareholders to be

Paragraph 1shall expire at the commencement of the

held after such resolution; provided, however, that this

first Annual General Meeting of Shareholders to be

shall not preclude shortening the term by resolution of

held after such resolution; provided, however, that this

a General Meeting of Shareholders.

shall not preclude shortening the term by resolution of

a General Meeting of Shareholders.

3. The provisions of Article 19.1 shall apply mutatis

4. The provisions of Article 19.1 shall apply mutatis

mutandis to the quorum for a resolution for electing

mutandis to the quorum for a resolution for electing

substitute Directors.

substitute Directors.

Article 21. (Terms of Office of Directors)

Article 21. (Terms of Office of Directors)

Current Articles of Incorporation

Proposed Amendments

1. Terms of office of Directors shall expire at the

1. The term of office of Directors (excluding those who are

conclusion of the Annual General Meeting of

Audit & Supervisory Committee Members)shall expire

Shareholders for the last business year which ends

at the conclusion of the Annual General Meeting of

within one (1) year from the time of their election.

Shareholders for the last business year which ends

within one (1) year from the time of their election.

2. The term of office of a Director who is elected to fill a

(Deleted)

vacancy or to increase the number of Directors shall

expire when the term of office of Directors incumbent

at the time of his/her election expire.

(Newly established)

2. Terms of office of Directors who are Audit &

Supervisory Committee Members shall expire at the

conclusion of the Annual General Meeting of

Shareholders for the last business year which ends

within two (2) years from the time of their election.

(Newly established)

3. The term of office of a Director who is an Audit &

Supervisory Committee Member who is elected to fill a

vacancy of a Director who is an Audit & Supervisory

Committee Member who retired before expiry of the

term of office, shall expire when the term of office of the

retired Director who is an Audit & Supervisory

Committee Member expires.

Article 22. (Representative Directors, etc.)

Article 22. (Representative Directors, etc.)

1. One or more Representative Directors shall be

1. One or more Representative Directors shall be

appointed by resolution of the Board of Directors.

appointed from among the Directors (excluding those

who are Audit & Supervisory Committee Members)by

resolution of the Board of Directors.

2. The Board of Directors may, by its resolution, appoint

2. The Board of Directors may, by its resolution, appoint

Directors as Chairman of the Board, President, Senior

Directors (excluding those who are Audit & Supervisory

Managing Director, Managing Director, CEO, COO,

Committee Members)as Chairman of the Board,

CFO or other titles.

President, Senior Managing Director, Managing

Director, CEO, COO, CFO or other titles.

Article 23. (Board of Directors)

Article 23. (Board of Directors)

1. A meeting of the Board of Directors shall, unless

1. A meeting of the Board of Directors shall, unless

otherwise provided for by laws and regulations, be

otherwise provided for by laws and regulations, be

convened and chaired by a Director predetermined by

convened and chaired by a Director predetermined by

the Board of Directors; provided, however, that in cases

the Board of Directors; provided, however, that in cases

where the Director is unable to so act or there is a

where the Director is unable to so act or there is a

vacancy in the office, one of other Directors in the order

vacancy in the office, one of other Directors in the order

predetermined by the Board of Directors shall convene

predetermined by the Board of Directors shall convene

and chair the meeting of the Board of Directors.

and chair the meeting of the Board of Directors.

2. Notice of a meeting of the Board of Directors shall be

2. Notice of a meeting of the Board of Directors shall be

dispatched to each Director and each Audit &

dispatched to each Director at least three (3) days prior

Supervisory Board Memberat least three (3) days prior

to the date of the meeting; provided, however, that in

to the date of the meeting; provided, however, that in

case of emergency, such period of notice may be

case of emergency, such period of notice may be

shortened.

shortened.