ARTICLES OF INCORPORATION
SANYO ENGINEERING & CONSTRUCTION INC.
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Articles of Incorporation of SANYO ENGINEERING &
CONSTRUCTION INC.
Section 1. General Provisions
(Corporate Name)
Article 1. The name of this Company shall be KABUSHIKI KAISHA SUNTEC and it shall
be referred to as SANYO ENGINEERING & CONSTRUCTION INC. in English.
(Purpose)
Article 2. The purpose of this Company shall be to carry out the business as follows:
1. Design and execution of electrical work
2. Design and execution of instrumentation work
3. Design and execution of plumbing work and air conditioning work
4. Design and execution of telecommunication work
5. Design and execution of civil engineering work
6. Design and execution of steel structure work
7. Design and execution of painting work
8. Design and execution of interior finishing work
9. Design and execution of work for fire prevention facilities
10. Execution of survey work
11. Manufacture, repair and sale of electrical equipment and instruments
12. Worker Dispatching Undertakings under the Manpower Dispatching Business
Law
13. Purchase and sales of real estate, lease and manage property
14. Construction consultant
15 ． Undertaking relating to power generation and electric power selling, and
16 ． Engage in all business associated with the above.
(Location of Principal Office)
Article 3. This Company shall have its principal office in Chiyoda-ku, Tokyo.
(Corporate Organization)
Article 4. This Company shall have the following organizations in addition to general
meeting of shareholders and directors:
(1) Board of Directors
(2) Corporate Auditor
(3) Board of Auditors
(4) Accounting Auditors
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(Manner of Public Notice)
Article 5. The method of public notice of our company is done by electronic public notice.
However, when it is not possible for public notice by an electronic notification by
an accident and other unavoidable reasons, it will be published in The Nikkei
Section 2. Shares
(Total Number of Authorized Share Issuance)
Article 6. The total number of authorized share issuance by this Company shall be eighty
million (80,000,000) shares.
(Purchase of Own Shares)
Article 7. This Company may purchase its own shares through market transactions, etc. by
resolution of the board of directors in accordance with Article 165, Paragraph 2 of
the Company Act.
(Number of One Trading Unit of Shares)
Article 8. The number of one (1) trading unit of shares of this Company shall be one
thousand (100) shares.
(Right to Shares Less Than One Trading Unit)
Article 9. Shareholders of this Company shall not exercise rights, except for the following
rights, with respect to the shares less than one trading unit they owned:
(1) The rights stipulated in Article 189, Paragraph 2 of the Company Act;
(2) The right to make a claim under Article 166, Paragraph 1 of the Company Act;
(3) The right to receive an allotment of share for subscription and subscription of
stock acquisition rights in proportion to the number of shares owned by
shareholders; and
(4) The right to make a request defined in under the provision of Article 10.
below.
(Increasing Shares Less Than One Trading Unit Through Purchase)
Article 10. Shareholders of this Company holding shares less than one trading unit may
request the Company to sell to them the number of shares that will constitute one
trading unit of shares when added to their original shares less than one trading unit
in accordance with the Regulations for Handling of Shares.
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(Administrator of Shareholders’ Register)
Article 11. This Company shall appoint an Administrator of Shareholders’ Register of the
Company.
The Administrator of Shareholders’ Register and its office shall be designated by a
resolution of the board of directors, and a public notice shall be given with regard
thereto.
The Administrator of Shareholders’ Register shall prepare and maintain the
Register of Shareholders, the Register of Stock Acquisition Rights of the Company,
and shall handle other business pertaining to the Register of Shareholders, the
Register of Stock Acquisition Rights, and no such business shall be handled by this
Company.
(Regulations for Handling of Shares)
Article 12. Matter concerning the stockholder's right exercise procedure and Handling and fees
concerning shares of this Company shall be governed by the Regulations for
Handling of Shares provided by the board of directors, together with the laws and
regulations or these Articles of Incorporation.
Section 3. General Meeting of Shareholders
(Convening)
Article 13. An ordinary general meeting of shareholders of this Company shall be convened in
June of each year and an extraordinary general meeting of shareholders shall be
convened from time to time whenever necessary.
(Record Date for Ordinary General Meetings of Shareholders)
Article 14. The record date for voting rights at the ordinary general meetings of shareholders
of this Company shall be March 31 of each year.
(Person Entitled to Convene General Meeting of Shareholders and Chairperson)
Article 15. The director-president shall convene a general meeting of shareholders and hold
the office of chairperson at the meeting.
In case of the accident of the director-president, another director shall replace
him/her in the order previously determined by the board of directors.
(Disclosure on the Internet and Deemed Provision of Reference Documents, etc. for
General Meeting of Shareholders)
Article 16. In convening a general meeting of shareholders, it can be deemed that this
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Company has provided shareholders with the information required to be described
or shown in reference documents for the general meeting of shareholders, business
reports, non-consolidated financial statements and consolidated financial
statements when such information is disclosed on the Internet in accordance with
the relevant ordinances of the Ministry of Justice.
(Manner of Resolution)
Article 17. Unless otherwise provided for by the laws and regulations or in these Articles of
Incorporation, all resolutions of general meetings of shareholders shall be adopted
by majority of votes of the shareholders with voting rights then present.
The resolutions of general meetings of shareholders provided for in Article 309,
Paragraph 2 of the Company Act shall be adopted by not less than two-thirds of
voting rights of the shareholders present at a general meeting of shareholders, at
which shareholders having not less than one-third of the total number of voting
rights of shareholders entitled to exercise their voting rights are present.
(Exercise of Votes by Proxy)
Article 18. A shareholder may exercise his/her voting right by one proxy, who shall be another
shareholder of this Company with the right to vote.
A shareholder or his/her proxy shall submit the document certifying the proxy to
this Company at every meeting of shareholders.
Section 4. Directors and Board of Directors
(Number of Directors)
Article 19. The number of directors of this Company shall be not more than ten (10) persons.
(Manner of Election)
Article 20. All directors shall be elected at a general meeting of shareholders.
The resolution of election of directors shall be adopted by a majority of the voting
rights of the shareholders present at the general meeting of shareholders which is
attended by the shareholders having not less than one-third of the total number of
voting rights of shareholders entitled to exercise their voting rights.
The resolution of election of directors shall not be held by the method of
cumulative voting.
(Term of Office)
Article 21. The term of office of directors shall be extended to the termination of an ordinary
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general meeting of shareholders held in respect of the last business year ending
within two (2) years after their holding office.
The term of office of a director who is elected as an alternate for the director who
retired before the expiration of term of office or by reason of increase of the
number of directors shall be extended to the expiration of the remaining term of
office of other existing directors.
(Representing Directors and Directors with Specific Power)
Article 22. The representing directors shall be elected by a resolution of the board of directors.
The board of directors may, by its resolution, elect one (1) director-chairman, one
(1) director-president, and some few director vice presidents, senior executive
directors and executive directors.
(Person Entitled to Convene Meeting of Board of Directors, and Chairperson)
Article 23. Except as otherwise specifically provided for by the laws and regulations, a
meeting of the board of directors shall be convened by the director-president and
the director-president shall hold the office of chairperson at the meeting.
In case of the accident of the director-president, another director shall replace
him/her in the order previously determined by the board of directors.
(Notice of Convening of Meeting of Board of Directors)
Article 24. A notice of convening of a meeting of the board of directors shall be given to each
director and each auditor at least three (3) days prior to a proposed day of the
meeting. However, when necessary for the emergency, such period may be
shortened.
When consented by all directors and auditors, a meeting of the board of directors
may be held without conforming to the convening procedure hereunder.
(Omission of Resolution by Board of Directors)
Article 25. This Company shall deem that a resolution by the board of directors has been
adopted when all the requirements provided for in Article 370 of the Company Act
are met.
(Regulation for Board of Directors)
Article 26. All matters concerning the board of directors shall be governed by the Regulation
for Board of Directors provided by the board of directors, together with the laws
and regulations or these Articles of Incorporation.
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(Remuneration, etc.)
Article 27. Remuneration, bonuses and other financial benefits given by this Company in
consideration of the performance of duties (hereinafter referred to as the
“Remuneration, etc.”) to directors shall be fixed by a resolution of a general
meeting of shareholders.
(Contracts for Limitation of Liability of Directors)
Article 28. The Company may execute with Directors (excluding executive director, etc.) an
agreement that will limit their liabilities for damages due to negligence of their
duties pursuant to the provision of Article 427, Paragraph 1 of the Companies Act.
However, the maximum amount of damages under the agreement shall be the
amount set forth by laws or ordinances.
Section 5. Auditors and Board of Auditors
(Number of Auditors)
Article 29. The number of auditors of this Company shall be not more than five (5) persons.
(Manner of Election)
Article 30. All auditors shall be elected at a general meeting of shareholders.
The resolution of election of auditors shall be adopted by a majority of the voting
rights of the shareholders present at the general meeting of shareholders which is
attended by the shareholders having not less than one-third of the total number of
voting rights of shareholders entitled to exercise their voting rights.
(Term of Office)
Article 31. The term of office of auditors shall be extended to the termination of an ordinary
general meeting of shareholders held in respect of the last business year ending
within four (4) years after their holding office.
The term of office of an auditor who is elected as an alternate for the auditor who
retired before the expiration of term of office shall be extended to the expiration of
the remaining term of office of the retiring auditor.
(Full Attendance Auditors)
Article 32. The board of auditors shall elect the full attendance auditors by its resolution.
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(Notice of Convening of Meeting of Board of Auditors)
Article 33. A notice of convening of a meeting of the board of auditors shall be given to each
auditor at least three (3) days prior to a proposed day of the meeting. However,
when necessary for the emergency, such period may be shortened.
When consented by all auditors, a meeting of the board of auditors may be held
without conforming to the convening procedure hereunder.
(Regulation for Board of Auditors)
Article 34. All matters concerning the board of auditors shall be governed by the Regulation
for Board of Auditors provided by the board of auditors, together with the laws and
regulations or these Articles of Incorporation.
(Remuneration, etc.)
Article 35. Remuneration, etc. for the auditors shall be fixed by a resolution of a general
meeting of shareholders.
(Contracts for Limitation of Liability of Corporate Auditors)
Article 36. The Company may execute with Corporate Auditors an agreement that will limit
their liabilities for damages due to negligence of their duties pursuant to the
provision of Article 427, Paragraph 1 of the Companies Act. However, the
maximum amount of damages under the agreement shall be the amount set forth by
laws or ordinances.
Section 6. Accounting
(Business Year)
Article 37. The business year of this Company shall be one (1)-year period commencing on
April 1 of each year and ending on March 31 of the ensuing year.
(Record Date for Dividend of Surplus)
Article 38. The record date for year-end dividend of surplus of this Company shall be March
31 of each year.
(Limitation Period of Dividend)
Article 39. In cases where dividend of surplus paid in money remain unclaimed after the lapse
of three years from the day on which payment thereof was commenced, this
Company shall be exonerated from the responsibility of payment thereof.
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Date of Enactment - 26th October 1948
Date of Revised - 20th March 1950
1st June 1950
20th May 1951
20th October 1951
15th February 1954
20th March 1956
10th March 1959
15th December 1961
25th December 1962
4th February 1963
26th December 1963
28th December 1964
24th April 1965
12th December 1968
23rd December 1972
24th December 1974
29th May 1975
23rd December 1982
16th December 1988
19th December 1991
1st October 1992
20th December 1994
19th December 1996
26th June 1998
29th June 1999
26th June 2002
26th June 2003
29th June 2004
28th June 2005
28th June 2006
26th June 2008
26th June 2009
26th June 2014
25th June 2015
26th November 2015
4th January 2016
24th June 2016
27th June 2017
22nd June 2018(Current Articles of Incorporation)