デュエルビッツ vipl Amendments to the Articles of Incorporation

May16,2016

(Underlined portions are amended.)

Current Articles of Incorporation	Proposed amendments
Article 1. to Article 3. (Omitted)	Article 1. to Article 3. (Same as the present)
Article 4. Organizations The Company shall have the following organizations in addition to the General Meetings of Shareholders and Directors: 1. Board of Directors; 2. Audit & Supervisory Board Members; 3. Audit & Supervisory Board; and 4. Accounting Auditors.	Article 4. Organizations The Company shall have the following organizations in addition to the General Meetings of Shareholders and Directors: 1. Board of Directors; 2. Audit & Supervisory Committee; and (Deleted) 3. Accounting Auditors.
Article 5. to Article 17. (Omitted)	Article 5. to Article 17. (Same as the present)
CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS	CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
Article 18. Number of Directors The number of Directors デュエルビッツ vip Company shall be no more than fifteen (15). (Newly established)	Article 18. Number of Directors The number of Directors (excluding Directors who are Audit & Supervisory Committee Members) デュエルビッツ vip Company shall be no more than fifteen (15). The number of Directors who are Audit & Supervisory Committee Members デュエルビッツ vip Company shall be no more than five (5).
Article 19. Election of Directors The Directors shall be elected by resolution of a General Meeting of Shareholders. The Directors shall be elected by the affirmative vote of shareholders representing a majority デュエルビッツ vip shares held by the shareholders with voting rights present at such a meeting and the quorum requirement shall be not less than one-third (1/3) デュエルビッツ vip total number of voting rights of such shareholders. Provided, that cumulative voting shall not be used for the election of Directors. (Newly established)	Article 19. Election of Directors The Directors shall be elected by resolution of a General Meeting of Shareholders. However, Directors who are Audit & Supervisory Committee Members shall be elected distinguishing from other Directors. The Directors shall be elected by the affirmative vote of shareholders representing a majority デュエルビッツ vip shares held by the shareholders with voting rights present at such a meeting and the quorum requirement shall be not less than one-third (1/3) デュエルビッツ vip total number of voting rights of such shareholders. Provided, that cumulative voting shall not be used for the election of Directors. The Company may elect Directors to be substitute Audit & Supervisory Committee Members at General Meetings of Shareholders by way of precaution against the cases where the number of Directors who are Audit & Supervisory Committee Members falls below the number required by laws and regulations.
Article 20. Representative Directors and Directors with Special Titles The Board of Directors may by resolution select from among its members one (1) Chairman デュエルビッツ vip Board, one (1) or more Vice Chairmen デュエルビッツ vip Board, one (1) President, and one (1) or more Executive Vice Presidents, Senior Managing Directors, and Managing Directors. The Board of Directors shall by its resolution select the Representative Directors デュエルビッツ vip Company.	Article 20. Representative Directors and Directors with Special Titles The Board of Directors may by resolution select from among Directors (excluding Directors who are Audit & Supervisory Committee Members) one (1) Chairman デュエルビッツ vip Board, one (1) or more Vice Chairmen デュエルビッツ vip Board and one (1) President. The Board of Directors shall by its resolution select the Representative Directors デュエルビッツ vip Company from among Directors (excluding Directors who are Audit & Supervisory Committee Members).
Article 21. Division of Duties of Directors with Special Titles The Chairman デュエルビッツ vip Board shall preside over meetings デュエルビッツ vip Board of Directors and the Vice Chairmen デュエルビッツ vip Board shall assist the Chairman. The President shall carry out the resolutions デュエルビッツ vip Board of Directors and supervise the Company’s business. The Executive Vice Presidents, the Senior Managing Directors and the Managing Directors shall assist the President in the supervision デュエルビッツ vip Company’s business. If the President is unable to act, another Director shall act for him in accordance with the order previously established by resolution デュエルビッツ vip Board of Directors.	Article 21. Division of Duties of Directors with Special Titles The Chairman デュエルビッツ vip Board shall preside over meetings デュエルビッツ vip Board of Directors and the Vice Chairmen デュエルビッツ vip Board shall assist the Chairman. The President shall carry out the resolutions デュエルビッツ vip Board of Directors and supervise the Company’s business. If the President is unable to act, another Director shall act for him in accordance with the order previously established by resolution デュエルビッツ vip Board of Directors.
Article 22. Term of Directors The term of office of Directors shall expire at the conclusion デュエルビッツ vip Ordinary General Meetings of Shareholders for the last business year that ends within one year after their appointment. The term of office of Directors appointed to fill a vacancy or due to an increase in number shall be the same as the remainder デュエルビッツ vip terms of office デュエルビッツ vip remaining Directors. (Newly established) (Newly established)	Article 22. Term of Directors The term of office of Directors (excluding Directors who are Audit & Supervisory Committee Members) shall expire at the conclusion デュエルビッツ vip Ordinary General Meetings of Shareholders for the last business year that ends within one year after their appointment. The term of office of Directors (excluding Directors who are Audit & Supervisory Committee Members)appointed to fill a vacancy or due to an increase in number shall be the same as the remainder デュエルビッツ vip terms of office デュエルビッツ vip remaining Directors(excluding Directors who are Audit & Supervisory Committee Members). The term of office of Directors who are Audit & Supervisory Committee Members shall expire at the conclusion デュエルビッツ vip Ordinary General Meetings of Shareholders for the last business year that ends within two years after their appointment. The term of office of Directors who are Audit & Supervisory Committee Members appointed to fill a vacancy shall be the same as the remainder デュエルビッツ vip terms of office デュエルビッツ vip retired Directors who are Audit & Supervisory Committee Members.
Article 23. Remuneration, etc. of Directors Remuneration, bonuses and other financial interest paid to Directors by the Company as consideration for their performance of duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of General Meetings of Shareholders. (Newly established)	Article 23. Remuneration, etc. of Directors Remuneration, bonuses and other financial interest paid to Directors by the Company as consideration for their performance of duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of General Meetings of Shareholders. However, Remuneration, etc., paid to Directors who are Audit & Supervisory Committee Members shall be determined by resolution of General Meetings of Shareholders distinguishing from other Director Remuneration, etc.
Article 24. Notice for Convocation of Meetings デュエルビッツ vip Board of Directors Notice of a meeting デュエルビッツ vip Board of Directors shall be issued to each Director and Audit & Supervisory Board Member no later than three (3) days prior to the date デュエルビッツ vip meeting. Provided, however, that in case of urgency, such period may be shortened.	Article 24. Notice for Convocation of Meetings デュエルビッツ vip Board of Directors Notice of a meeting デュエルビッツ vip Board of Directors shall be issued to each Director no later than three (3) days prior to the date デュエルビッツ vip meeting. Provided, however, that in case of urgency, such period may be shortened.
Article 25. Person to convene and to Act as Chairman at Meetings デュエルビッツ vip Board of Directors The Chairman デュエルビッツ vip Board shall convene and act as Chairman of Meetings デュエルビッツ vip Board of Directors. If the office デュエルビッツ vip Chairman デュエルビッツ vip Board is vacant or he is unable to act, one デュエルビッツ vip Vice Chairmen デュエルビッツ vip Board in accordance with order previously established by resolution デュエルビッツ vip Board of Directors shall convene the meeting and/or act as chairman. If all the offices デュエルビッツ vip Vice Chairmen デュエルビッツ vip Board are vacant or all デュエルビッツ vipm are unable to act, the President shall convene the meeting and/or act as chairman. If the President is unable to act, the Director next in line in accordance with the order previously established by resolution デュエルビッツ vip Board of Directors shall convene the meeting and/or act as chairman.	Article 25. Person to convene and to Act as Chairman at Meetings デュエルビッツ vip Board of Directors The Chairman デュエルビッツ vip Board shall convene and act as Chairman of Meetings デュエルビッツ vip Board of Directors except as required by mandatory provisions of laws and regulations.If the office デュエルビッツ vip Chairman デュエルビッツ vip Board is vacant or he is unable to act, one デュエルビッツ vip Vice Chairmen デュエルビッツ vip Board in accordance with order previously established by resolution デュエルビッツ vip Board of Directors shall convene the meeting and/or act as chairman. If all the offices デュエルビッツ vip Vice Chairmen デュエルビッツ vip Board are vacant or all デュエルビッツ vipm are unable to act, the President shall convene the meeting and/or act as chairman. If the President is unable to act, the Director next in line in accordance with the order previously established by resolution デュエルビッツ vip Board of Directors shall convene the meeting and/or act as chairman.
(Newly established)	Article 26. Delegation of Important Business Execution Decisions In accordance with Article 399-13, paragraph 6 デュエルビッツ vip Companies Act, the Board of Directors may resolve to delegate all or part of decisions of execution of important operations (excluding matters listed in each item of paragraph 5 デュエルビッツ vip same Article) to Director(s).
Article 26. (Omitted)	Article 27. (Same as the present)
Article 27. Minutes of Meetings デュエルビッツ vip Board of Directors The summary デュエルビッツ vip proceedings at each meeting デュエルビッツ vip Board of Directors, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Directors and Audit & Supervisory Board Members present shall affix their respective names and seal impressions on the minutes.	Article 28. Minutes of Meetings デュエルビッツ vip Board of Directors The summary デュエルビッツ vip proceedings at each meeting デュエルビッツ vip Board of Directors, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Directors present shall affix their respective names and seal impressions on the minutes.
Article 28. (Omitted)	Article 29. (Same as the present)
CHAPTER V. AUDIT & SUPERVISORY BOARD MEMBERS AND AUDIT & SUPERVISORY BOARD	CHAPTER V. AUDIT & SUPERVISORY COMMITTEE
Article 29. Number of Audit & Supervisory Board Members The number of Audit & Supervisory Board Members デュエルビッツ vip Company shall be no more than five (5).	(Deleted)
Article 30. Election of Audit & Supervisory Board Members The Audit & Supervisory Board Members shall be elected by resolution of a General Meetings of Shareholders. The Audit & Supervisory Board Members shall be elected by the affirmative vote of shareholders representing a majority デュエルビッツ vip shares held by the shareholders with voting rights present at such a meeting and the quorum requirement shall be not less than one-third (1/3) デュエルビッツ vip total number of voting rights of such shareholders.	(Deleted)
Article 31. Term of Audit & Supervisory Board Members The term of office of Audit & Supervisory Board Members shall expire at the conclusion デュエルビッツ vip Ordinary General Meetings of Shareholders for the last business year that ends within four (4) years after their appointment. The term of office of Audit & Supervisory Board Members appointed to fill a vacancy shall be the same as the remainder デュエルビッツ vip term of office デュエルビッツ vip retired Audit & Supervisory Board Member.	(Deleted)
Article 32. Remuneration, etc. of Audit & Supervisory Board Members The Remuneration, etc. of Audit & Supervisory Board Members shall be determined by resolution of General Meetings of Shareholders.	(Deleted)
Article 33. Notice for Convocation of Meetings デュエルビッツ vip Audit & Supervisory Board Notice of a meeting デュエルビッツ vip Audit & Supervisory Board shall be issued to each Audit & Supervisory Board Member not less than three (3) days before the meeting; provided, however, that in case of urgency, such period may be shortened.	(Deleted)
Article 34. Resolutions of Meetings デュエルビッツ vip Audit & Supervisory Board Resolutions of meetings デュエルビッツ vip Audit & Supervisory Board shall be adopted by the affirmative vote of a majority デュエルビッツ vip number of Audit & Supervisory Board Members except as required by mandatory provisions of laws and regulations.	(Deleted)
Article 35. Minutes of Meetings デュエルビッツ vip Audit & Supervisory Board The Summary デュエルビッツ vip proceedings at each meeting デュエルビッツ vip Audit & Supervisory Board, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Audit & Supervisory Board Members present shall affix their respective names and seal impressions on the minutes.	(Deleted)
Article 36. Liability exemption of Audit & Supervisory Board Members from the Company Under the provisions of Article 426, paragraph 1 デュエルビッツ vip Companies Act, the Company may, by resolution デュエルビッツ vip Board of Directors, exempt Audit & Supervisory Board Members (including the former Audit & Supervisory Board Members) from liability for damage stipulated by Article 423, paragraph 1 デュエルビッツ vip same Act, within the limits permitted by laws and regulations. In accordance with Article 427, paragraph 1 デュエルビッツ vip Companies Act, the Company may enter into agreements with Audit & Supervisory Board Members in order to limit the liability for damages of such Audit & Supervisory Board Members stipulated in Article 423, paragraph 1 デュエルビッツ vip Companies Act. However, the total maximum liability under such agreements shall be the amount stipulated in laws and regulations.	(Deleted)
(Newly established)	Article 30. Notice for Convocation of Meetings デュエルビッツ vip Audit & Supervisory Committee Notice of a meeting デュエルビッツ vip Audit & Supervisory Committee shall be issued to each Audit & Supervisory Committee Member no later than three (3) days prior to the date デュエルビッツ vip meeting. Provided, however, that in case of urgency, such period may be shortened.
(Newly established)	Article 31. Method of Resolutions of Meetings デュエルビッツ vip Audit & Supervisory Committee Resolutions of meetings デュエルビッツ vip Audit & Supervisory Committee shall be adopted by the affirmative vote of a majority デュエルビッツ vip number of Audit & Supervisory Committee Members who are entitled to participate at such meetings, representing a majority of all Audit& Supervisory Committee Members who are entitled to participate thereat.
(Newly established)	Article 32. Full-time Audit & Supervisory Committee Members The Audit & Supervisory Committee may by resolution select full-time Audit & Supervisory Committee Members.
(Newly established)	Article 33. Minutes of Meetings デュエルビッツ vip Audit & Supervisory Committee The summary デュエルビッツ vip proceedings at each meeting デュエルビッツ vip Audit & Supervisory Committee, the results thereof and other matters provided for by laws and regulations shall be recorded in the minutes and the Audit & Supervisory Committee Members present shall affix their respective names and seal impressions on the minutes.
CHAPTER VI. ACCOUNTS	CHAPTER VI. ACCOUNTS
Article 37. to Article 40 (Omitted)	Article 34. to Article 37 (Same as the present)
(Newly established)	Supplemental Provisions Transitional Measures Regarding Liability Exemption of Audit & Supervisory Board Members Prior to Transitioning to a Company with an Audit & Supervisory Committee The exemption of liability of Audit & Supervisory Board Members (including prior members) stipulated in Article 423, paragraph 1 デュエルビッツ vip Companies Act prior to the conclusion デュエルビッツ vip Ordinary General Meeting of Shareholders for the fiscal year ended March 31, 2016, as well as agreements concluded with Audit & Supervisory Board Members in order to limit the liability, shall be pursuant to Article 36, paragraphs 1 and 2 デュエルビッツ vip Articles of Incorporation prior to the amendments that will come into effect at the conclusion デュエルビッツ vip aforementioned Ordinary General Meeting of Shareholders.

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