"Notice regarding Partial Amendment of the Articles of Incorporation"
., . 1-6-3 Shinjuku Shinjuku-Ku, Tokyo 160-8429 Japan Tel.81-3-3350-3268 Fax.81-3-3356-3052 E-mail: firstname.lastname@example.org (Translated from the Japanese original) April 20, 2007 Company Name: Aderans Co., Ltd. Representative: Katsuji Tokumaru, President Code Number: 8170 (First sections of the Tokyo Stock Exchange and the Osaka Securities Exchange) Contact: Michiyoshi Takahashi, General Manager of Investor Relations Division (Tel. 81-3350-3268) To All Concerned Parties Notice regarding Partial Amendment of the Articles of Incorporation On April 20, 2007, the Board of Directors resolved to refer the matter of amending the Articles of Incorporation to the 38th General Meeting of Shareholders, scheduled for May 24, 2007. The contents of these amendments are presented below. Particulars 1. Reasons for Amendments (1) Proposed amendments To change Corporate name (current Article 1) and Purpose (current Article 2), in accordance with a plan for transition to a holding company structure by corporate split, effective September 1, 2007. For details on the plan, please refer to today’s announcement “Notice of Transition to Holding Company Structure”.) To amend current Article 13, in line with rules on handling of shares, to clarify procedures for the exercise of shareholders’ rights. To amend Number of directors (current Article 20), to ensure consistency in swiftly determined decisions and enhance corporate governance through the appointment of outside directors. To amend the term of directors (current Article 22) to one year, from the prevailing two years, to clarify the management responsibilities of the Board of Directors and strengthen management practices and to facilitate the establishment of a management structure capable of responding swiftly to changes in the operating environment. 2. Description of Amendments Please see the table of amendments below for details. Page 1 of 4 3. Schedule for Amendments (1) General Meeting of Thursday, May 24, 2007 (Planned) Shareholders for approval of amendments (2) Effective date of amendments, Thursday, May 24, 2007 (Planned) except for 1. (1) . (Amendment of articles is conditioned upon approval by shareholders at the 38th General Meeting of Shareholders, scheduled for May 24, 2007.) (3) Effective date of amendment Monday, September 3, 2007 to 1. (1) (Planned) (Amendment of articles is effective as of the date of corporate split, provided that shareholders at the 38th General Meeting of Shareholders, which is scheduled for May 24, 2007, approve planning documents for the corporate split.) (Table of Amendments) The amendments in Japanese that cause a change in the corresponding English version are underlined. Current After Amendment Chapter I General Provisions Chapter I General Provisions (Corporate name) (Corporate name) Article 1 The name of the company shall be Article 1 The name of the company shall be “Kabushiki Kaisha Aderansu,” with the “Kabushiki Kaisha Aderansu Ho- name in English as “Aderans Company rudingusu,” with the name in English as Limited.” “Aderans Holdings Company Limited.” (Purpose) (Purpose) Article 2 The purpose of the Company shall be to Article 2 The purpose of the Company shall be to undertake the following business undertake the following business activities: activities: 1. Production, sale and import/export of (1) (no change) wigs, wig accessories, related materials, and barber shop and beauty salon tools and equipment. 2. Barber and hairdressing services, and (2) (no change) related seminar planning and hosting. 3. Production, sale and import/export of (3) (no change) cosmetics, non-medicinal items, pharmaceuticals, and medical instruments. 4. Hair transplant procedures. (4) (no change) 5. Production, sale and import/export of (5) (no change) textile garments and ornaments. 6. Production and sale of nutritional (6) (no change) supplements made with vitamins and other nutrients. 7. Cleaning and disinfecting services and (7) (no change) production, sale and import/export of the equipment, tools, detergents and chemicals used to perform these services. Page 2 of 4 8. Purchase and sale of real estate, property (8) (no change) leasing, and realty and property management services. (9) (no change) 9. Purchase and sale of golf club memberships and related agency services. 10. Advertising agency services. (10) (no change) 11. Planning, production and sale of movies, (11) (no change) theater shows, commercials and other types of entertainment. 12. Production and sale of theatrical (12) (no change) costumes and other garments. (13) (no change) 13. Non-life insurance agency services. (14) (no change) 14. Life insurance subscription services. 15. Travel agency services. (15) (no change) 16. Information provision and processing (16) (no change) services and accounting agency services. 17. Operation of sports facilities, including golf courses, as well as playing fields, (17) (no change) inns and restaurants. 18. Management of marketable securities, (18) (no change) and loan and investment operations. 19. Participation in installment sales (19) (no change) business, installment sales agency business, installment credit purchasing business, and lending business. 20. Rental and lease of wigs, wig (20) (no change) accessories, textile garments, ornaments, theatrical costumes, barber and hairdressing tools and equipment, cleaning and disinfecting machines and instruments, etc. (21) (no change) 21. Management of medical facilities and health facilities. 22. Medical consultations. (22) (no change) (New paragraph) (23) Provider of financial loans, factoring agent for such balances and guarantor of such loans. (24) Investment in the business activities set forth in the preceding descriptions of (New Paragraph) business activities and any businesses related to these activities. 2. Control and management of the business activities undertaken by companies under the holding company umbrella in accordance with stockholdings and equity stakes in the companies that undertake the activities set forth in the preceding descriptions numbered (1) through (24) (New paragraph) and the overseas companies engaged in corresponding operations. 3. Business activities associated with or connected to the preceding description of Page 3 of 4 23. All businesses related to the foregoing business activities. items. Article 3 to 12 (no changes) Article 3 to 12 (Omitted) (Share Handling Regulations) Article 13 The handling of all the Company’s (Share Handling Regulations) stock-related tasks as well as brokerage Article 13 The handling of all the Company’s fees, and methods available to stock-related tasks as well as brokerage shareholders for exercising rights will be fees will be executed in accordance executed in accordance with prevailing with prevailing laws, the Articles of laws, the Articles of Incorporation, and Incorporation, and the Share Handling the Share Handling Regulations Regulations determined by the Board determined by the Board of Directors. of Directors. Article 14 to 19 (no changes) Article 14 to 19 (Omitted) (Number) Article 20 The Company shall have no more than (Number) twelve (12) directors. Article 20 The Company shall have no more than fifteen (15) directors. Article 21 (no change) Article 21 (Omitted) Term of office) Article 22 A director’s term of office shall expire at (Term of office) the conclusion of the ordinary general Article 22 A director’s term of office shall expire meeting of shareholders for the last at the conclusion of the ordinary closing of accounts relating to the general meeting of shareholders for the business year that comes to an end last closing of accounts relating to the within a space of one (1) years following business year that comes to an end election. within a space of two (2) years 2. (Deleted) following election. 2. The term of office for a director who is elected as an additional member or as a replacement shall be the period until the term of office expires for the other directors currently in office. Article 23 to 41 (no changes) Article 23 to 41 (Omitted) End Page 4 of 4