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 26, 2022 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 26, 2022

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
	(Prime Market, Tokyo Stock Exchange)
Contact Person:	Shuhei Shinagawa
	Senior Executive Officer
	General Manager of Corporate Planning Division
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 26, 2022, to submit the proposal of "Partial Amendments to the Articles of Incorporation" for approval at the 111th Annual General Meeting of Shareholders scheduled to be held on June 29, 2022, 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. The electronic provision system for materials for the general meeting of shareholders, as stipulated in the amending provisions in the proviso to 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. To prepare for implementation of such system, the Company proposes to newly establish Article 14 (Electronic Provision Measure, etc.) specifying that an electronic provision measure shall be taken for information that constitutes the contents of reference documents, etc., for the General Meeting of Shareholders and that the documents to be delivered to shareholders who submit a request for the delivery of written documents may include a limited scope of matters.
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In addition, the current provisions of Disclosure via the internet and deemed provision of reference documents, etc. for General Meeting of Shareholders become unnecessary. Consequently, current Article 14 (Disclosure via the internet and deemed provision of reference documents, etc. for General Meeting of Shareholders) of the Articles of Incorporation will be deleted and Supplementary Provisions regarding the effective date associated with these amendments will be established.

1. 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 27 (Executive Officers) will be newly established to add the provision regarding executive officers.
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.

1. Details of amendments to the Articles of Incorporation
   The amendments to the Articles of Incorporation are detailed in the appendix.
2. Schedule
   Date of the General Meeting of Shareholders of the Company deliberating on the amendments to the Articles of Incorporation: Wednesday, June 29, 2022
   Effective date of the amendments to the Articles of Incorporation: Wednesday, June 29, 2022

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					Appendix
				(Underlined parts indicate the amendments.)
Current Articles of Incorporation			Proposed Amendments
Articles 1. - 2.	(Provisions omitted)		Articles 1. - 2.	(Unchanged)
(Purposes)			(Purposes)
Article 3.The purpose of the Company shall be to		Article 3.The purpose of the Company shall be to
conduct the following business activities:			conduct the following business activities:
(1) Manufacturing, converting and			(1) Manufacturing, converting and
buying/selling of paper, pulp products,			buying/selling of paper, pulp, non-
and by-products thereof.			woven fabric products, and by-
				products thereof.
(2) - (3)	(Provisions omitted)			(2) - (3)	(Unchanged)
	(New)			(4) Manufacturing, converting and
				buying/selling of cellulose nanofiber.
(4) - (22)	(Provisions omitted)			(5) - (23) (Unchanged)
Articles 4. - 13.	(Provisions omitted)		Articles 4. - 13.	(Unchanged)
Chapter 3: General Meeting of Shareholders		Chapter 3: General Meeting of Shareholders
(Disclosure via the internet and deemed provision of
reference documents, etc. for General Meeting of
Shareholders)
Article 14.When convening the General Meeting of				(Deleted)
Shareholders, the Company may be
deemed to have provided shareholders with
information on the matters that should be
described or displayed in the reference
documents for the General Meeting of
Shareholders, business reports, financial
statements, and consolidated financial
statements, if they are disclosed by the
method of utilizing the internet in
accordance with the Ordinance of the
Ministry of Justice.
			(Electronic provision measure, etc.)
	(New)		Article 14.
			1.	When convening the General Meeting of
				Shareholders, the Company shall take an
				electronic provision measure for
				information that constitutes the contents of
				reference documents, etc., for the General
				Meeting of Shareholders.
			2.	The Company may not include all or part
				of the matters for an electronic provision
				measure as set forth in the Ordinance of the
				Ministry of Justice in the documents to be
				delivered to shareholders who submit a
				request for the delivery of written
				documents by the record date for voting
				rights.
Articles 15. - 17.	(Provisions omitted)		Articles 15. - 17.	(Unchanged)
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		Current Articles of Incorporation		Proposed Amendments
Chapter IV. Directors and Board of Directors		Chapter IV. Directors, Board of Directors and
					Executive Officers
(Number of Directors)		(Number of Directors)
Article 18.The Company shall have no more than 20		Article 18.The Company shall have no more than 15
		directors.			directors.
Article 19.	(Provisions omitted)		Article 19.	(Unchanged)
(Term of Office)			(Term of Office)
Article 20.The term of office of each director shall		Article 20.The term of office of each director shall
		expire at the conclusion of the Annual		expire at the conclusion of the Annual
		General Meeting of Shareholders for the		General Meeting of Shareholders for the
		last fiscal year ending within two years		last fiscal year ending within one year
		following their election.		following their election.
2		(Provisions omitted)		2	(Unchanged)
3		(Provisions omitted)		3	(Unchanged)
(Representative Director and Others)		(Representative Director and Others)
Article 21.The Board of Directors may elect, by its		Article 21.The Board of Directors may elect, by its
		resolution, the Chairperson of the Board of		resolution, the Chairperson of the Board of
		Directors, President and Director,		Directors, President and Director, and
		Executive Vice Presidents and Directors,		Executive Vice Presidents and Directors.
		Directors and Senior Managing Executive
		Officers, and Directors and Managing
		Executive Officers.
2		(Provisions omitted)		2	(Unchanged)
3	The Chairperson of the Board of Directors			(Deleted)
		shall provide comprehensive supervision
		over the Company' s over all business.
		President and Director shall supervise the
		Company' s over all 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 22. - 26.	(Provisions omitted)		Articles 22. - 26.	(Unchanged)
					(Executive Officers)
			(New)		Article 27.The Board of Directors may appoint, by its
					resolution, executive officers and have
					them execute the Company' s business.
Articles 27. - 38.	(Provisions omitted)		Articles 28. - 39.	(Unchanged)

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Current Articles of Incorporation		Proposed Amendments
(New)	(Supplementary Provisions)
	1.	The deletion of Article 14 (Disclosure via the
		internet and deemed provision of reference
		documents, etc. for General Meeting of
		Shareholders) of the Articles of Incorporation
		before amended and the new establishment of
		Article 14 (Electronic provision measure, etc.)
		of the Articles of Incorporation after amended
		shall come into effect as from September 1,
		2022 (hereinafter, "Effective Date") that is the
		date of enforcement of the amended provisions
		stipulated in the proviso to 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 14 (Disclosure
		via the internet and deemed provision of
		reference documents, etc. for General Meeting
		of Shareholders) of the Articles of
		Incorporation before amended shall remain
		effective at the General Meeting of
		Shareholders that is held on a day within six
		months from the Effective Date.
	3.	These Supplementary Provisions shall be
		deleted after the later of either the date six
		months from the Effective Date or the date
		three months from the date of the General
		Meeting of Shareholders as set forth in the
		preceding paragraph.

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