MEDIROM Healthcare (MRM) F-12023 FY Registration statement (foreign)

general consulting services related to the Internet;

planning, operation, and sale of online advertisement in general;

distribution and management services for online advertising;

collection and provision of information through the medium of information equipment, systems, and the Internet as well as provision of agency services for those purposes;

planning, design, management, and operation of information systems;

advertising agency business (including online advertising);

development, purchase, sale, and maintenance of computer systems;

information processing using computers;

e-commerce business and intermediary services for providing information by utilizing networks such as the Internet, etc.;

services for provision of information;

planning, design, development, manufacture, lease, export, import, sale, and provision of intermediary services for computers, peripheral equipment and software applications;

planning and production related to advertising and publicity;

production, export, import, sale, and provision of intermediary services for digital publications;

marketing research and collection and analysis of various types of information;

planning, development, design, production, sale, lease, rental, and management of system for purchasing and selling of goods by utilizing networks, such as the Internet, etc.;

planning, production, operation, and sale of websites on the Internet;

management of relaxation salon offices;

management consulting services;

planning, design, and execution of construction work;

design, manufacture, sale, lease, and provision of intermediary services for beauty and health-care equipment and peripheral equipment;

development, planning, and proposal of new goods related to beauty and health as well as sale of medical equipment, devices and supplies, health food (enriched food), and daily household items;

intermediary and consulting services related to alliances, mergers, and transfers of operational rights between enterprises;

acquisition, possession, and management, etc., of securities;

planning, development, and sale of franchises, etc.;

general worker dispatching service and specified worker dispatching service pursuant to the Act on Securing the Proper Operation of Worker Dispatching Service and Protecting the Dispatched Workers, etc.;

fee-charging recruiting agency service;

planning and management of education, training, holding seminars, and lectures related to human resource development and skills development;

distance education business;

planning, publishing, and selling teaching materials related to human resource development and skills development;

provision of employee education and training of various enterprises as well as lectures to various enterprises;

insurance agency business;

issuing prepaid payment instruments for third-party business pursuant to the Payment Services Act;

power generation business, sale of electricity and agency business;

Any and all business incidental and relate to the above.

Board of directors;

Corporate auditors;

Board of corporate auditors; and

The total number of shares issuable by the Company shall be nineteen million nine hundred thousand (19,900,000) shares. With regard to share classes, the total number of common shares issuable by the Company shall be nineteen million eight hundred ninety-nine thousand nine hundred ninety-nine (19,899,999) shares, and the total number of Class A shares issuable by the Company shall be one (1) share.

The terms and conditions of the Class A share issued by the Company shall be as follows:

Dividends

Distribution of residual assets

Put option and call option of class share

The Class A shareholder may demand, at any time in writing, that the Company acquire its Class A share in exchange for payment of cash.

If the Class A share is transferred to a third party, the Company may acquire the Class A share in exchange for payment of cash regardless of the intention of the transferor. In this respect, when the Class A shareholder transfers its Class A share, the Class A shareholder shall notify the Company in advance in writing of the fact that the Class A share will be transferred and the name of the transferee.

When the Class A shareholder dies, the Company shall acquire the Class A share in exchange for payment of cash.

The prices of the Class A share acquired pursuant to this provision shall be the market value of common shares of the Company: on the day of demand for acquisition in case of subparagraph (i) above; or on the preceding day of the acquisition date in case of subparagraphs (ii) or (iii) above (hereinafter collectively referred to as the “Acquisition Value Base Date”). When the common shares of the Company are listed on the Tokyo Stock Exchange or other similar stock exchange, the market value on the Acquisition Value Base Date shall be the same value as the closing price per common share of the Company at the Tokyo Stock Exchange or such other similar stock exchange on the Acquisition Value Base Date. If there is no closing price on the Acquisition Value Base Date, it shall be based on the closing price on the immediately preceding day of the Acquisition Value Base Date.

When the Company through a resolution passed by a decision-making body of the Company which is statutorily provided or is set up under these Articles of Incorporation is to pass a resolution on any of the matters listed below, as provided by laws and regulations or these Articles of Incorporation, in addition to the resolution, a resolution passed by at the meeting of class shareholders consisting of the shareholder(s) having Class A share(s) shall be required.

request to an heir, etc. to sell his or her shares to the Company;

consolidation of shares;

issuance of shares;

issuance of share option rights;

removal of a corporate auditor;

reduction of the amount of the stated capital;

distribution of property other than cash;

amendment to these Articles of Incorporation, transfer of business, dissolution, or liquidation; or

corporate restructuring, merger, share split, share exchange, or share transfer.

When the Company acquires the Class A share, the Company shall cancel the Class A share.

The Company shall have a shareholder registry administrator.

The shareholder registry administrator and the administrator’s office shall be determined by a resolution of the board of directors.

Preparation and maintenance of the Company’s shareholder registry and share option rights registry and other affairs related to the Company’s shareholder registry and share option rights registry shall be entrusted to the shareholder registry administrator and shall not be handled by the Company.

A shareholder may exercise voting rights by authorizing another shareholder who has voting rights in the Company as proxy.

The shareholder or proxy shall present to the Company a document evidencing the authority for each meeting of the shareholders.

Unless otherwise specifically provided by laws and regulations or these Articles of Incorporation, resolutions at a meeting of the class shareholders shall be passed by a majority of the votes of class shareholders present at the meeting, who are entitled to exercise the voting rights, with a quorum of a half or more of the votes of the class shareholders who are entitled to exercise their votes.

Resolutions set forth in Article 324, Paragraph (2) of the Companies Act shall be passed at a meeting of the class shareholders by a two-thirds or more of the votes of the class shareholders present at the meeting, with a quorum of a half or more of the votes of the class shareholders who are entitled to exercise their votes.

A class shareholder or the class shareholder’s statutory agent may exercise voting rights by authorizing another class shareholder who has voting rights in the Company or the other class shareholder’s heir-at-law as proxy.

The class shareholder or statutory agent referred to in the preceding paragraph shall present to the Company a document evidencing the authority for each meeting of the class shareholders.

A director of the Company shall be elected by a resolution passed by a majority of the shareholders present at a meeting of the shareholders, with a quorum of one-third or more of the votes of the shareholders who are entitled to exercise their voting rights at the meeting of the shareholders.

No cumulative voting shall be used for the election of directors.

The term of office of a director shall be until the conclusion of the annual meeting of the shareholders for the last fiscal year ending in one (1) year of the election.

The term of office of a director who is elected to fill a vacancy or elected as an additional director shall be the same as the remining term of his or her predecessor or the remaining term of the other incumbent directors.

A CEO shall convene a meeting of the board of directors and shall act as the chairperson of the meetings, unless otherwise specifically stipulated in laws and regulations. If the CEO is unable to so convene or act due to accidents, other directors shall act in place of the CEO, in accordance with the order decided upon in advance by a resolution of the board of directors.

A notice to convene a meeting of the board of directors shall be given to each director at least three (3) days before the date set for the meeting, provided, however, in case of emergency, such period may be shortened.

Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may exempt directors (including former directors) from their liabilities for loss or damage arising from their negligence or willful misconduct to the extent permitted by laws and regulations by a resolution of the board of directors.

Pursuant to the provisions of Article 427 of the Companies Act, the Company may enter into an agreement with non-executive directors to limit their liabilities for loss or damage arising from their conducts under Article 423 of the Companies Act, provided, however, that the maximum amount that the Company may limit under such agreement shall be the higher of: (i) the amount greater than one million (1,000,000) yen and set out in the agreement; and (ii) the amount stipulated in laws and regulations.

The term of office of a corporate auditor shall be until the conclusion of the annual meeting of the shareholders for the last fiscal year ending within four (4) years of the election.

The term of office of a corporate auditor who is elected to fill a vacancy shall be the same as the remaining term of his or her predecessor.

A notice to convene a meeting of the board of corporate auditors shall be given to each corporate auditor at least three (3) days before the date set for the meeting, provided, however, in case of emergency, such period may be shortened.

A meeting of the board of corporate auditors may be held without the convocation procedures if all corporate auditors consent.

Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may exempt corporate auditors (including former corporate auditors) from their liabilities for loss or damage arising from negligence or willful misconduct to the extent permitted by laws and regulations by a resolution of the board of directors.

Pursuant to the provisions of Article 427 of the Companies Act, the Company may enter into an agreement with corporate auditor to limit their liabilities for loss or damage arising from their conducts under Article 423 of the Companies Act, provided, however, that the maximum amount that the Company may limit under such agreement shall be the higher of: (i) the amount greater than one million (1,000,000) yen and set out in the agreement; and (ii) the amount stipulated in laws and regulations.

The record date for the year-end dividend of the Company shall be the last day of February of each year.

In addition to the preceding paragraph, the Company may set a record date to distribute surplus.

If amounts concerning the dividend are not received after three (3) full years have passed since the date on which the payment of such dividend was attempted, the Company shall be released from its obligation to pay such dividend.

No interest shall accrue on the outstanding amount of dividend.