Brother Industries, Ltd. TSE:6448

Brother Industries : Notice Concerning Partial Amendments to the Articles of Incorporation

Published

Source: MarketScreener



May 21, 2026

Company Name: Brother Industries, Ltd. Representative: Kazufumi Ikeda, Representative Director & President

(Code: 6448;

Prime Market of the Tokyo Stock Exchange and Premier Market of the Nagoya Stock Exchange)

Contact: Toshihiro Itou, Senior Managing Executive Officer

(TEL: 052-824-2075)

Notice Concerning Partial Amendments to the Articles of Incorporation

The Company hereby announces that it has resolved at a Board of Directors' Meeting held today to propose a partial amendment to the Articles of Incorporation at the 134th Ordinary General Meeting of Shareholders scheduled to be held on June 24, 2026.

  1. Purpose of amendments to the Articles of Incorporation

    As disclosed in the "Notice Regarding the Transition to a Company with an Audit and Supervisory Committee" dated March 23, 2026, the Company has decided to transition to a company with an Audit and Supervisory Committee subject to approval at the Company's 134th Ordinary General Meeting of Shareholders scheduled to be held on June 24, 2026, in order to further strengthen the supervisory function of the Board of Directors and further enhance its corporate governance system.

    Accordingly, the Company intends to amend its Articles of Incorporation including the establishment of new regulations regarding Directors who are Audit & Supervisory Committee members and the Audit & Supervisory Committee, the deletion of regulations related to Corporate Auditors and the Audit & Supervisory Board, and the establishment of new regulations regarding the delegation of decisions on business execution to directors. At the same time, taking into account the current business execution system, the provisions regarding Director & Corporate Advisor will be abolished.

  2. Details of proposed amendments

    The details of the amendments are as shown in the attachment.

  3. Schedule

    • Date of the General Meeting of Shareholders for approval of the amendments to the Articles of Incorporation: Wednesday, June 24, 2026

    • Effective date of the amendments to the Articles of Incorporation: Wednesday, June 24, 2026

Attachment

(the underlined part shows the amendments)

Current Articles of Incorporations

Proposed amendments

CHAPTER 1. GENERAL PROVISIONS

Article 1 to Article 3 (Text omitted)

(Bodies)

Article 4 The Company shall place the following bodies:

  1. Board of Directors

  2. Corporate Auditor(s)

  3. Audit & Supervisory Board

  4. Accounting Auditor(s) Article 5 (Text omitted)

CHAPTER 2. SHARES to CHAPTER 3. MEETING OF SHAREHOLDERS

Article 6 to Article 19 (Text omitted)

CHAPTER 4. DIRECTORS AND BOARD OF DIRECTORS

(Number and Election of Directors)

Article 20 The number of Directors shall be not more than eleven (11), and Directors shall be elected by a resolution of a meeting of shareholders.

< Newly established >

  1. The resolution for the election of Directors shall be authorized by a majority of vote cast by the shareholders entitled to vote at a meeting of shareholders which requires the presence of shareholders holding not less than one-third of voting rights of all the shareholders.

  2. Resolution for the election of Directors shall not be subject to cumulative voting.

(Filling of Vacancies in Office of Directors)

Article 21 Vacancies in office of Directors shall be filled by vote of the shareholders. However, the Board may decide not to fill the vacancy in the number of Directors required by law have

already been elected.

CHAPTER 1. GENERAL PROVISIONS

Article 1 to Article 3 (Unchanged)

(Bodies)

Article 4 The Company shall place the following bodies:

  1. Board of Directors

  2. Audit & Supervisory Committee

    < Deleted >

  3. Accounting Auditor(s)

Article 5 (Unchanged)

CHAPTER 2. SHARES to CHAPTER 3. MEETING OF SHAREHOLDERS

Article 6 to Article 19 (Unchanged)

CHAPTER 4. DIRECTORS AND BOARD OF DIRECTORS

(Number and Election of Directors)

Article 20 The number of Directors (excluding Directors who are Audit & Supervisory Committee Members) shall be not more than eleven (11), and the number of Directors who are Audit & Supervisory Committee Members shall be not more than five (5).

  1. Directors shall be elected upon resolution at a meeting of shareholders, with distinction made between Directors who are Audit & Supervisory Committee Members and other Directors.

  2. The resolution for the election of Directors shall be authorized by a majority of vote cast by the shareholders entitled to vote at a meeting of shareholders which requires the presence of shareholders holding not less than one-third of voting rights of all the shareholders.

  3. Resolution for the election of Directors shall not be subject to cumulative voting.

< Deleted >

Current Articles of Incorporation

Proposed amendments

(Term of Office of Directors)

Article 22 The term of office of each Director shall expire at the closing of annual meeting pertaining to the last business year coming within one (1) year after his or her taking office. Directors may be re-elected.

< Newly established >

< Newly established >

< Newly established >

(Representative Directors)

Article 23 The Company shall elect the representative Director by a resolution of the Board of Directors.

2 (Text omitted) (Executive Directors)

Article 24 The Board of Directors may elect, by its resolution, the following Directors among all the Directors: a Chairman of the Board or a Director & Vice-chairman.

(Corporate Advisor)

Article 25 The Board of Directors may elect a Corporate Advisor among all the Directors by its resolution.

(Term of Office of Directors)

Article 21 The term of office of each Director (excluding Directors who are Audit & Supervisory Committee Members) shall expire at the closing of annual meeting pertaining to the last business year coming within one (1) year after his or her taking office. Directors may be reelected.

  1. The term of office of each Director who is an Audit & Supervisory Committee member shall expire at the closing of annual meeting pertaining to the last business year coming within two (2) years after his or her taking office. Such Directors may be re-elected.

  2. The term of office of any Director who is an Audit & Supervisory Committee member elected to fill a vacancy caused by retirement of an Audit & Supervisory Committee Member before the expiration of his or her term of office shall expire when the term of office of his or her predecessor would have expired.

  3. The effective term of the resolution for the election of a substitute Director who is an Audit & Supervisory Committee Member under the provision of Article 329, Paragraph 3 of the Company Law shall expire at the commencement of annual meeting pertaining to the last business year coming within two (2) years after his or her taking office.

(Representative Director)

Article 22 The Company shall elect the representative Director from among Directors (excluding Directors who are Audit & Supervisory Committee Members) by a resolution of the Board of Directors.

2 (Unchanged)

(Executive Directors)

Article 23 The Board of Directors may elect, by its resolution, the following Directors among all the Directors (excluding Directors who are Audit & Supervisory Committee Members): a Chairman of the Board or a Director & Vice-chairman.

< Deleted >

Current Articles of Incorporation

Proposed amendments

(Authority of the Board of Directors)

Article 26 In addition to items specified by law or ordinance or in the Articles of Incorporation, the Board of Directors shall decide by resolutions all very important matters relating to business operations of the Company.

(Convocation of Meeting of the Board) Article 27 (Text omitted)

2 Notice of the meeting of the Board of Directors shall be dispatched to each Director and each Corporate Auditor at least three (3) days prior to the date of the meeting. In case of emergency, however, the said period may be shortened.

(Action of the Board) Article 28 (Text omitted)

2 If all members of the Board of Directors agree with a resolution item of the Board of Directors in writing or by electromagnetic record, the aforesaid resolution item shall be deemed to be passed by the Board of Directors. If any objections are expressed by any Corporate Auditors, however, this may not be the case.

Article 29 (Text omitted) (Minutes of Board Meeting)

Article 30 The summary of proceedings and

resolutions, and other items specified by law or ordinance of a meeting of the Board of Directors shall be entered or recorded in the corporate minutes, and the Directors and the Corporate Auditors attending the meeting shall sign their names and put their seals or sign electronically thereon.

(Compensation and Others of Directors)

Article 31 Compensation and others of Directors shall be respectively determined by a resolution of a meeting of shareholders.

Article 32 to Article 33 (Text omitted)

(Delegation of decisions on important business execution)

Article 24 In accordance with the provision of Article 399-13, Paragraph 6 of the Company Law, the Board of Directors may, by its resolution, delegate the decision on important business execution (excluding matters set forth in items of Paragraph 5 of the same Article) to Directors in whole or in part.

(Convocation of Meeting of the Board) Article 25 (Unchanged)

2 Notice of the meeting of the Board of Directors shall be dispatched to each Director at least three (3) days prior to the date of the meeting. In case of emergency, however, the said period may be shortened.

(Action of the Board) Article 26 (Unchanged)

2 If all members of the Board of Directors agree with a resolution item of the Board of Directors in writing or by electromagnetic record, the aforesaid resolution item shall be deemed to be passed by the Board of Directors.

Article 27 (Unchanged) (Minutes of Board Meeting)

Article 28 The summary of proceedings and resolutions, and other items specified by law or ordinance of a meeting of the Board of Directors shall be entered or recorded in the corporate minutes, and the Directors attending the meeting shall sign their names and put their seals or sign electronically thereon.

(Compensation and Others of Directors)

Article 29 Compensation and others of Directors shall be respectively determined by a resolution of a meeting of shareholders with distinction made between Directors who are Audit & Supervisory Committee Members and other Directors.

Article 30 to Article 31 (Unchanged)

Current Articles of Incorporation

Proposed amendments

CHAPTER 5. CORPORATE AUDITORS AND AUDIT & SUPERVISORY BOARD

(Number and Election of Corporate Auditors)

Article 34 The number of Corporate Auditors shall be not more than five (5). Corporate Auditors shall be elected by a resolution of a meeting of shareholders.

2 The resolution for the election of Corporate Auditors shall be authorized by a majority of vote cast by the shareholders entitled to vote at a meeting of shareholders which requires the presence of shareholders holding not less than one-third of voting right of all the shareholders.

(Filling of Vacancies in Office of Corporate Auditors)

Article 35 Vacancies in office of Corporate Auditors shall be filled by vote of the shareholders. However, the Board of Directors may decide not to fill the vacancy in the number of Corporate Auditors required by law have already been elected.

(Term of Office of Corporate Auditors)

Article 36 The term of office of each Corporate Auditor shall expire at the closing of annual meeting pertaining to the last business year ending within four (4) years after his taking office. Corporate Auditors may be reelected. A Corporate Auditor elected to fill vacancy shall hold office up to the time of termination of the term of office of the retiring Corporate Auditor.

(Full-time Auditors and Standing Auditors)

Article 37 The Audit & Supervisory Board shall elect one or more full-time Auditors among all the Auditors.

2 The Audit & Supervisory Board may elect one or more standing Auditors among all the Auditors.

(Notice of Convocation of the Audit & Supervisory Board)

Article 38 Notice of convocation of Audit & Supervisory Board shall be dispatched to each Corporate Auditor at least three (3) days prior to the date of the meeting. In case of emergency, however, this period may be shortened.

CHAPTER 5. AUDIT & SUPERVISORY COMMITTEE

< Deleted >

< Deleted >

< Deleted >

(Full-time Audit & Supervisory Committee Members)

Article 34 The Audit & Supervisory Committee may elect one or more full-time Audit & Supervisory Committee Member(s) among Audit and Supervisory Committee Members.

< Deleted >

(Notice of Convocation of the Audit & Supervisory Committee)

Article 35 Notice of convocation of Audit & Supervisory Committee shall be dispatched to each Audit & Supervisory Committee Member at least three

(3) days prior to the date of the meeting. In case of emergency, however, this period may be shortened.