May 25, 2021

Notice of Partial Change of the Articles of Incorporation

Isuzu Motors Limited (hereinafter referred to as Isuzu) announces that it resolved, at its Board of Directors Meeting held today, to propose a partial change of its Articles of Incorporation to the 119th Annual General Meeting of Shareholders to be held on June 25, 2021.

  1. 1Reasons for the partial change and its details
  1. 1Aiming to make corporate decisions more logically and quickly, as well as to further enhance deliberations at the Board of Directors Meetings and fortify the Board's supervisory functions, Isuzu will change its governance structure to a Company with an Audit & Supervisory Committee, where a substantial part of important executive decision-making at the Board is allowed to be delegated to executive directors. Accordingly, Isuzu will revise its Articles of Incorporation, adding new provisions about the Audit & Supervisory Committee and its members, as well as removing provisions about the Audit & Supervisory Board and its members, a necessary procedure for the aforementioned change of the governance structure. In addition, the revision will include addition of new provisions about the delegation of the executive decision-making and changes of provisions about the number of directors in the Board of Directors.
  2. 2Isuzu will also revise its Articles of Incorporation such that, in the event that the President & Representative Director is unable to perform his/her duties including as the chairperson of the General Meetings of Shareholders, owing to unavoidable circumstances, the said duties will be performed by other directors of the Board of Directors in the order defined in advance by the Board, in order to make management more flexible.
  3. 3Furthermore, the said revision will include renumbering of certain articles in the Articles of Incorporation in association with the above amendments, as well as changes of their wording and phrases as needed.
  1. 2Time schedule

Expected date of the Annual General Meeting of Shareholders where the aforementioned proposals for the partial change of the Articles of Incorporation are made: June 25,2021

Expected effective date of the said change: June 25, 2021

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