Daio Paper : Regarding Partial Amendments to the Articles of Incorporation

ENGLISH TRANSLATION FOR REFERENCE PURPOSE ONLY

This notice is an English translation of the original Japanese text of the timely disclosure statement dated May 27, 2021 issued by Daio Paper Corporation, and is for reference purposes only. In the event of any discrepancy between the original Japanese text and this English translation, the Japanese text shall prevail.

May 27, 2021

To Whom It May Concern:
Name of Company:	Daio Paper Corporation
Name of Representative:	Yorifusa Wakabayashi
	President and Representative Director
	Chief Executive Officer
Securities Code:	3880
	(First Section, Tokyo Stock Exchange)
Contact Person:	Yukihiro Tanaka
	Director Managing Executive Officer
	General Manager of Corporate Planning Division, Corporate Unit
Telephone No.:	[phone]

Regarding Partial Amendments to the Articles of Incorporation

Daio Paper Corporation (hereinafter referred to as the "Company" or "we") hereby announces that we have resolved at the Board of Directors meeting held on May 27, 2021, to submit the proposal of "Partial Amendments to the Articles of Incorporation" for approval at the 110th Annual General Meeting of Shareholders scheduled to be held on June 29, 2021, as follows:

1. Reasons for amendments to the Articles of Incorporation

1. Partial additions will be made to the provision of Article 3 (Purposes) of the current Articles of Incorporation in order to prepare for the Group's diversification of business activities and future business development.
2. On April 1, 2021, the Company changed the senior management structure and revised the executive officer system for the purposes of expediting the managerial decision-making process and strengthening the oversight function of the Board of Directors.
   In accordance with this change, of the current Articles of Incorporation, (i) Article 18 (Number of Directors) will be amended to reduce the maximum number of directors from 20 to 15 in order to invigorate Board meetings, expedite the decision-making process and thereby improve management efficiency; (ii) Article 20 (Term of Office) will be amended to reduce the duration of the term of office of directors from two years to one year in order to clarify the accountability of management, provide a sense of urgency for the directors to manage the Company, and increase the opportunities

to seek the confidence of shareholders; (iii) Article 21 (Representative Directors, etc.) will be amended to revise the provision of directors with special titles; and (iv) Article 26 (Executive Officers) will be newly established to add the provision regarding executive officers.

1. 1. In order for the Company to take flexible actions, including paying dividends of surplus, without the resolution of the Annual General Meeting of Shareholders even if it becomes difficult to hold the Annual General Meeting of Shareholders due to any unforeseeable event, Article 36 (Decision Making Body of Dividends of Surplus, etc.) and Article 37 (Reference Date of Dividends of Surplus) will be added so that the Company may pay dividends of surplus and take other relevant actions by the resolution of the Board of Directors in accordance with the provision of Article 459, Paragraph 1 of the Companies Act. Accordingly, Article 7 (Acquisition of Treasury Shares), Article 36 (Year-End Dividend) and Article 37 (Interim Dividend) of the current Articles of Incorporation, the provisions of which overlap with those of Articles 36 and 37, will be deleted.
      For clarity, even after these amendments to the Articles of Incorporation become effective, the Company plans to continue to pay the year-end dividend by the resolution of the General Meeting of Shareholders.
   2. In addition to the above, some of the article numbers will be changed as necessary according to the additions and deletions of the articles.
2. Details of amendments to the Articles of Incorporation
   The amendments to the Articles of Incorporation are detailed in the appendix.
3. Schedule
   Date of the General Meeting of Shareholders of the Company deliberating on the amendments to the

Articles of Incorporation: Tuesday, June 29, 2021

Effective date of the amendments to the Articles of Incorporation:Tuesday, June 29, 2021

Appendix

(Underlined parts indicate the amendments.)

Current Articles of	Proposed Amendments
	Incorporation
Articles 1 and 2	(omitted)		Articles 1 and 2	(unchanged)
(Purposes)				(Purposes)
Article 3 The purposes of the Company shall be	Article 3 The purposes of the Company shall
to conduct the following business	be to conduct the following
activities:			business activities:
(1) Manufacturing, converting and	(1) Manufacturing, converting and
buying/selling of paper, pulp	buying/selling of paper, pulp,
products, and by-products thereof.	non-wovenfabricproducts, and
				by-products thereof.
(2) through (22)	(omitted)	(2) through (22)	(unchanged)
Articles 4 through 6	(omitted)	Article 4 through 6	(unchanged)

(Acquisition of Treasury Shares)

Article 7 The Company may acquire its own(deleted) shares through market purchases and

other methods in accordance with Article 165, Paragraph 2 of the Companies Act by the resolution of the Board of Directors.

Articles 8through 17	(omitted)	Articles 7through 16	(unchanged)
Chapter 4 Directors and the Board of Directors	Chapter 4 Directors, the Board of Directors
				and Executive Officers
(Number of Directors)		(Number of Directors)
Article 18The Company shall have no more	Article 17The Company shall have no more
than 20directors.		than 15directors.
Article 19	(omitted)		Article 18	(unchanged)
(Term of Office)		(Term of Office)
Article 20			Article 19
1. The term of office of directors shall	1. The term of office of directors shall
	expire at the conclusion of the	expire at the conclusion of the
	Annual General Meeting of	Annual General Meeting of
	Shareholders for the last fiscal year	Shareholders for the last fiscal year
	ending within two yearsfollowing	ending within one yearfollowing
	their election.	their election.
2.	(omitted)		2.	(unchanged)
3.	(omitted)		3.	(unchanged)

Current Articles of		Proposed Amendments
Incorporation
(Representative Directors, etc.)	(Representative Directors, etc.)
Article 21		Article 20
1. The Board of Directors may elect, by	1. The Board of Directors may elect,
its resolution, the Chairperson of the		by its resolution, the Chairperson of
Board of Directors, President and		the Board of Directors, President
Director,Executive Vice Presidents		and Director, and Executive Vice
and Directors, Directors and Senior		Presidents and Directors.
Managing Executive Officers, and
Directors and Managing Executive
Officers.
2. (omitted)		2.	(unchanged)
3. The Chairperson of the Board of	3.	(deleted)
Directors shall provide
comprehensive supervision over the
Company's overall business.
President and Director shall supervise
the Company's overall business.
Executive Vice President and
Director, Directors and Senior
Managing Executive Officers, and
Directors and Managing Executive
Officers shall support President and
Director and be responsible for
execution of day-to-day business
operations of the Company.
Articles 22through 26	(omitted)	Articles 21through 25	(unchanged)
		(Executive Officers)
(added)		Article 26 The Board of Directors may
			appoint, by its resolution,
			executive officers and have them
			execute the Company's business.
Articles 27 through 35	(omitted)	Articles 27 through 35	(unchanged)
		(Decision Making Body of Dividends of
		Surplus)
(added)		Article 36 The Company may determine the
			matters provided in each item under
			Article 459, Paragraph 1 of the
			Companies Act, including
			dividends of surplus, by the

Current Articles of	Proposed Amendments
Incorporation
	resolution of the Board of Directors,
	unless otherwise provided in laws
	and regulations.
	(Reference Date of Dividends of Surplus)
(added)	Article 37
	1. The reference date of the
	Company's year-end dividend shall
	be March 31 of each year.
	2. The reference date of the
	Company's interim dividend shall
	be September 30 of each year.
	3. The Company may pay dividends of
	surplus by determining a reference
	date in addition to the provisions of
	the two preceding paragraphs.
(Year-End Dividend)
Article 36 Year-end dividend shall be paid to	(deleted)
shareholders or pledgees of shares
stated or registered in the
shareholder registry as of March 31
of each year.
(Interim Dividend）
Article 37 The Company may pay interim	(deleted)
dividend as distribution of monies to
shareholders or pledgees of shares
stated or registered in the shareholder
registry as of September 30 of each
year by the resolution of the Board of
Directors.
Article 38 (omitted)	Article 38 (unchanged)