ディップ（2379） – Notice of Partial Amendments to Articles of Incorporation

For Immediate Release April 14, 2022 dip Corporation 3-2-1 Roppongi, Minato-ku, Tokyo Hideki Tomita, Representative Director, President and CEO (Securities Code: 2379, Prime Market of the Tokyo Stock Exchange) Haruhiko Arai, Corporate Officer, CFO Head of Corporate Management Group Phone: +81-3-5114-1177 Notice of Partial Amendments to Articles of Incorporation dip Corporation (“dip”) announces that it will submit a proposal on the partial amendments to its Articles of Incorporation at the 25th Annual General Meeting of Shareholders to be held on May 24, 2022, as resolved at the Board of Directors meeting held on April 14, 2022. 1. Purpose of the amendments (1) Amendment of business name in English The English business name in the Articles of Incorporation will be changed. New business name in English: dip Corporation (previously DIP Corporation) (2) Addition of new business purposes in view of the establishment of “dip BATTLES”, a professional dance team that belongs to D.LEAGUE, a professional dance league (Business purposes to be added) ・Planning, proposal and operation of events ・Sale of products units designed to enhance shareholder convenience (Outline of the additional purchase program) (3) Necessary changes for the introduction of an additional purchase program related to fractional stock Fractional unit shareholders will be able to purchase additional shares up to the stock unit. (4) Necessary changes for the introduction of an electronic provision system for shareholder meeting materials (Outline of the electronic provision system) (a) dip will take electronic provision measures for information contained in the reference materials for general meetings of shareholders, etc. (b) The extent of the matters to be stated in the written documents delivered to shareholders who demanded delivery of documents in writing may be limited. 2. Details of the amendments The details of the amendments are as shown in the Appendix. 3. Time schedule May 24, 2022 May 24, 2022 (1) Planned date of general meeting of shareholders for amending the Articles of Incorporation: (2) Planned effective date of amendments to the Articles of Incorporation: (Appendix) (Suggested amendments are underlined in the text.) Current Articles of Incorporation Proposed amendments Chapter 1 General Provisions Chapter 1 General Provisions (Business name) Article 1 The name of the Company (in Roman letters) is DIP Kabushiki Kaisha and the name of the Company in English is DIP Corporation. (Purpose) Article 2 The purpose of the Company shall be to conduct the following operations. (Business name) Article 1 The name of the Company (in Roman letters) is DIP Kabushiki Kaisha and the name of the Company in English is dip Corporation. (Purpose) Article 2 The purpose of the Company shall be to conduct the following operations. 1. to 26. (Text omitted) 1. to 26. (Unchanged from the existing text) (Newly established) (Newly established) 27. All operations ancillary or related to the above. Articles 3 to 4 (Text omitted) Chapter 2 Stock Articles 5 to 7 (Text omitted) (Restricted rights on fractional unit shareholders) Article 8 The rights of shareholders regarding fractional units of Company stock shall be limited to the following. (1) Rights set forth in Article 189, paragraph (2) of the Companies Act 27. Planning, proposal and operation of events 28. Sale of products 29. All operations ancillary or related to the above. Articles 3 to 4 (Unchanged from the existing text) Chapter 2 Stock Articles 5 to 7 (Unchanged from the existing text) (Restricted rights on fractional unit shareholders) Article 8 The rights of shareholders regarding fractional units of Company stock shall be limited to the following. (1) Rights set forth in Article 189, paragraph (2) of the Companies Act (2) Right to claim acquisition of stock with a (2) Right to claim acquisition of stock with a put option put option (3) Right to receive allocation of stock (3) Right to receive allocation of stock offering or share warrants (4) Right to make a claim set forth in the following article (Additional purchase of fractional stock units) Article 9 Holders of fractional units of Company stock may request the Company to sell shares to such number such necessary to constitute one stock unit, pursuant to provisions of share handling regulations. shareholders in Articles 10 to 12 (Unchanged from the existing text) Chapter 3 General Meeting of Shareholders Articles 13 to 14 (Unchanged from the existing text) (Deleted) offering or share warrants (Newly established) (Newly established) Articles 9 to 11 (Text omitted) Chapter 3 General Meeting of Shareholders Articles 12 to 13 (Text omitted) (Internet disclosure of reference documents and other materials and deemed provisions) Article 14 The Company shall use the internet to disclose information pertaining to matters to be described or in reference documents the General Meeting of Shareholders, business reports, financial statements, and consolidated financial statements in accordance with the provisions of relevant ordinances by the Ministry of Justice. Said disclosure shall constitute the provision of information to shareholders. indicated for Current Articles of Incorporation Proposed amendments (Newly established) Articles 15 to 48 (Text omitted) (Newly established) (Electronic provision measure, etc.) Article 15 Upon convening a general meeting of shareholders, take electronic provision measures for information contained in the reference materials for the general meeting of shareholders, etc. the Company shall 2. The Company may refrain from stating all or part of those matters for which electronic provision measures are that are specified in the ordinances by the Ministry of Justice, in the written documents delivered to shareholders who demanded delivery of documents in writing by the date of record for voting rights. taken Articles 16 to 49 (Unchanged from the existing text) Supplementary Provisions 1 ． The deletion of Article 14 (Internet disclosure of reference documents and other materials and deemed provisions) of the current Articles of Incorporation and the new establishment of Article 15 (Electronic provision measure, etc.) of the proposed amendments shall come into force as from September 1, 2022, which is the enforcement date of the amending 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 provision of the preceding paragraph, Article 14 (Internet disclosure of reference documents and other materials and deemed provisions) of the current Articles of Incorporation shall remain in force for any general meeting of shareholders held within six months from September 1, 2022. 3． These supplementary provisions shall be deleted on the day when six months have passed since September 1, 2022, or the day when three months the general meeting of have passed since shareholder of the preceding paragraph, whichever is later. (Note) English documents are prepared as a courtesy to our shareholders. In the event of any inconsistency between English-language documents and the Japanese-language documents, the Japanese-language documents will prevail.