Articles of Incorporation
of
Moririn Co., Ltd.
(As of May 23, 2014)
Chapter I: General Rules
Article 1 (Name of the Company)
The Company shall be called Moririn Kabushiki Kaisha, and its English name shall be Moririn Co., Ltd.
Article 2 (Purposes of Incorporation)
The Company shall be organized for the purpose of operating the following businesses:
Purchase, sale, import and export of various fibers
Manufacturing, processing, purchase, sale, import and export of various textile products
Product planning and production control of various textile products
Purchase, sale, import and export of general merchandise
Manufacturing, purchase, sale, import and export of machinery, equipment and parts
Processing, purchase, sale, import and export of steel stock
Manufacturing, purchase, sale, import and export of medical devices
Purchase, sale and brokerage of land and buildings
Lease and management of land and buildings
Development of building lots
Construction of buildings
Business relating to non-life insurance agency and life insurance solicitation
Operation of toll parking
Agency business of information services
Business relating to power generation using natural energy and sale of electricity
All other business incidental or relating to the businesses specified above
Article 3 (Location of the Head Office)
The head office of the Company shall be located in Ichinomiya, Aichi Prefecture, Japan.
Article 4 (Organ)
The organ of the Company shall consist of the board of directors, auditors and accounting auditors.
Article 5 (Means of Giving Public Notices)
Public notices of the Company shall be given in the Kampo (Japanese Government Gazette).
Chapter II: Capital Stock
Article 6 (Total Number of Authorized Shares)
The total number of authorized shares of the Company shall be four million (4,000,000).
Article 7 (Non-issue of Share Certificates)
The Company shall not issue share certificates.
Article 8 (Limitation to Assignment of Shares)
No shares of the Company may be assigned without the approval of the board of directors.
Article 9 (Handling of Shares)
Transfer of shares, registration and any other handlings and procedures as to the shares of the Company shall be in accordance with the rules established by the board of directors.
Article 10 (Demanding Heirs for Sale of Shares)
The Company is entitled to demand any person who has acquired the shares of the Company by inheritance or by general succession to sell such Shares to the Company.
Chapter III: General Meetings of Shareholders
Article 11 (Time to Hold Meeting of Shareholders)
Regular meeting of shareholders of the Company shall be held within three months after the end of each business year.
Special meeting of shareholders may be convened at any reasonable time, if necessary.
Notice of any meeting of shareholders shall be sent to each shareholder in writing at least one week prior to the date of such meeting.
Article 12 (Record Date for Regular Meeting of Shareholders)
The record date for determination of voting right holders at regular meeting of shareholders shall be the last day of February.
Article 13 (Convenor and Chairman)
The representative director of the Company shall convene and preside over the meetings of shareholders.
In the event the representative director is unable to attend his/her duties, any other director present shall act as chairman in order of precedence established by the board of directors.
Article 14 (Method of Resolution)
Unless otherwise provided by laws, regulations or the present Articles of Incorporation, the meeting of shareholders shall adopt resolutions by a majority of votes of attending shareholders having voting rights.
Article 15 (Voting by Proxy)
Any shareholder may exercise his/her voting right at the shareholders’ meeting by authorizing any other shareholder of the Company as his proxy.
The proxy shall present to the Company at each meeting of the shareholders the power of attorney of the shareholder represented.
Chapter IV: Directors and Board of Directors
Article 16 (Number of Directors)
The number of directors of the Company shall not be more than nineteen.
Article 17 (Election of Directors)
Directors shall be elected at a meeting of shareholders.
Directors shall be elected by a majority of votes of attending shareholders, with the presence of shareholders representing one third of the voting rights of all the shareholders of the Company.
No cumulative voting shall be employed in the election of directors.
Article 18 (Terms of Office of Director)
The term of office of directors shall be from the date of their election until the end of the regular meeting of the shareholders pertaining to the last settlement within two years of their election.
Notwithstanding the foregoing, the terms of office of directors who are elected to fill vacancies or in addition to those already in office shall be until the end of the terms of office of their predecessors or other directors in office, respectively.
Article 19 (Representative Director and Special Directors)
The board of directors shall, by resolution, appoint a representative director.
The board of directors may appoint one chairman, one president and small numbers of vice presidents, managing directors and executive directors as necessary, from the directors of the board.
Article 20 (Remuneration)
Remunerations of the directors of the board shall be determined by resolution of the meeting of shareholders.
Article 21 (Notice on Meetings of the Board of Directors)
Notice for the meetings of the board of directors shall be given to all the directors at least seven days prior to each meeting, provided, however, that the period of notice may be shortened in the event of emergency.
With the approval of all the directors and auditors, notice for meetings of the board of directors may be omitted.
Article 22 (Rules of Meetings of the Board of Directors)
All the matters pertaining to meetings of the board of directors shall be in accordance with the Rules of the Board of Directors established by the board of directors.
Article 23 (Method of Resolution at the Board of Directors)
Resolution of the board of directors shall be adopted by a majority of votes with more than half of the directors present.
With respect to any matter subjected to resolution by the board of directors, resolution shall be deemed as duly made by the board of directors so long as all the directors having voting rights on such matter expressly agree to it in writing or by electromagnetic means and no auditor expressly opposes it.
Chapter V: Auditors
Article 24 (Number of Auditors)
The number of auditors of the Company shall not be more than four.
Article 25 (Election of Auditors)
Auditors shall be elected at the meeting of shareholders.
Auditors shall be elected by a majority of votes of attending shareholders, with the presence of shareholders representing one third of the voting rights of all the shareholders of the Company.
Article 26 (Terms of Office of Auditors)
The term of office of auditors shall be from the date of their election until the end of the regular meeting of the shareholders pertaining to the last settlement within four years of their election.
Notwithstanding the foregoing, the terms of office of auditors who are elected to fill vacancies or in addition to those already in office shall be until the end of the terms of office of their predecessors or other directors in office, respectively.
Article 27 (Full-time Auditors)
Auditors of the Company shall appoint full-time auditors by mutual vote.
Article 28 (Remuneration)
Remunerations of auditors shall be determined by resolution of the meeting of shareholders.
Article 29 (Disclaimer of Liability of External Auditor)
Pursuant to Section 427.1 of the Companies Act of Japan, the Company may execute an agreement with external auditor for the purpose of limiting his/her liability in damages, provided that the limit of liability under such agreement shall be in accordance with the laws and regulations.
Chapter VI: Accounting
Article 30 (Business Year)
The business year of the Company shall begin on March 1 and end on the last day of February of the following year.
Article 31 (Record Date for Year-end Dividends)
The record date for year-end dividends shall be the last day of February.
Article 32 (Interim Dividends)
By resolution of the board of directors, the Company may pay interim dividends based on the record date of August 31.
Article 33 (Statute of Limitations for Dividends)
Rights to year-end and interim dividends shall expire after three full years from the time the payment begins, and the Company shall thereafter be released from obligation to pay such dividends.