ARTICLES OF INCORPORATION（Translation）
TOYOSHIMA& CO., LTD.
(Revised on February 8, 1975)
(Partly amended on March 22, 1976)
(Partly amended on March 23, 1977)
(Partly amended on September 18, 1980)
(Partly amended on March 17, 1981)
(Partly amended on September 27, 1984)
(Partly amended on September 26, 1988)
(Partly amended on September 27, 1989)
(Partly amended on September 25, 1990)
(Partly amended on September 26, 1991)
(Partly amended on September 27, 1994)
(Partly amended on October 1, 2001)
(Partly amended on September 18, 2002)
(Partly amended on September 24, 2003)
(Partly amended on November 10, 2005)
(Partly amended on September 25, 2006)
(Partly amended on September 11, 2012)
(Partly amended on September 12, 2016)
ARTICLES OF INCORPORATION
CHAPTER Ⅰ.
GENERAL PROVISIONS
Article1. (Trade name)
The Company shall be called Toyoshima Kabushiki Kaisha.
It shall be written Toyoshima &Co., Ltd. in English.
Article2. (Object)
The objects of the Company shall be to engage in and conduct the following lines of business:
1. Exportation, importation, sales, production, processing, wholesale, commission agency, and consignment of various textiles, textile products, textile raw materials, general merchandise, ceramics, machinery, equipment, civil engineering and construction materials, and foodstuffs;
2. Business for designing and execution of construction work;
3. Possession, sales and utilization of securities;
4. Sales, lease, brokerage, management, possession and utilization of real estate;
5. Management of recreational facilities such as for sports;
6. Lease and brokerage of movable properties;
7. Retail of jewelry, precious metals, works of art and antique goods;
8. Trader of foodstuffs, agricultural and marine products, livestock products and processed goods of said articles;
9. Management of restaurants, hotel business, and travel agencies;
10. Agency for fire and casualty insurance and insurance based on the Automobile Liability Security Act;
11. Trader of liquor and alcohol;
12. Sales, brokerage and introduction services and exchange of golf club memberships;
13. Production and sales of publications, printed materials and audio-visual software;
14. Information processing, provision, and other services;
15. Communication services;
16. CATV and radio broadcasting;
17. Maintenance of buildings and temporary employment business;
18. Financial business;
19. Warehousing; and
20. All businesses related to the above items.
Article3. (Location of the head office and branch offices)
The Company shall have its headquarters located in Aichi Prefecture Ichinomiya City and have branch offices as listed bellow:
(1) Chiyoda Ward, Tokyo
(2) Nagoya City, Aichi
(3) Hamamatsu City, Shizuoka
Article4. (Method of public notice)
Company public notices shall be presented through official gazettes.
CHAPTER Ⅱ.
SHARES
Article5. (Total Number of Authorized Shares)
The total number of shares authorized to be issued by the Company shall be 50,000,000 shares.
Article6. (Issuance of Share Certificate)
The Company shall issue share certificates in respect of its shares.
Article7. (Types of registered shares)
The shares to be issued by the Company shall be in registered form and classified in five types; 100 share certificates, 500 share certificates, 1,000 share certificates, 5,000 share certificates and 10,000 share certificates.
However, for less than 100 shares, certificates will be issued stating the number of shares as issued.
Article8. (Limitation of share transfer)
About the transfer or the acquisition of the Company's shares the shareholder or the acquirer should receive the approval of Board of Directors.
Article9. (Claim on selling over to heir)
The Company can claim selling over the Company’s shares to the Company for the person who acquires the Company's shares in succession and other methods.
Article10 (Date of record)
The Company provides the following the shareholder who can exercise the right in the fixed general meeting.
The shareholder who has the right to vote described in the last shareholder's list as of June 30 every year, is a shareholder who can exercise the right of the fixed general meeting concerning the business year.
2. Regardless of the preceding clause, when there is a necessity, Board of Directors can regard a shareholder or a registered pledgee of shares on the last shareholder’s list as of a certain day as the shareholder who can exercise the right, by notifying beforehand.
Article11. (Share handling Regulations)
The matters other than that described in Article 6 concerning this Company's share shall be in accordance with the share handling regulations approved by Board of Directors.
CHAPTER Ⅲ.
GENERAL MEETING OF SHAREHOLDERS
Article12. (Convocation)
The shareholders’ ordinary general meeting shall be convened within three months from the day following each fiscal year-end.
A shareholders’ extraordinary general meeting shall be convened whenever necessary.
Article13. (Person to call meetings and Chairman)
Unless otherwise provided by laws or regulations, the president of the Company shall call each general meeting after a resolution of the Board of Directors to that effect has obtained. In the event of the President being unable to act, one of the Directors present shall call the meeting in accordance with the order decided beforehand by the Board of Directors.
2. The Director being the president of the Company shall act as Chairman of each general meeting. In the event of the President being unable to act, one of the Directors present shall act as Chairman in accordance with the order to be beforehand by the Board of Directors.
Article14. (Exercise of Votes by Proxies)
A shareholder may exercise his/her voting rights by one proxy, who must also be a shareholder of the Company having voting rights.
2. However, such shareholders or a proxy shall at each general meeting submit to the Company a document evidencing the right of proxy.
Article15. (Method of Resolution)
Unless otherwise provided by laws or regulations or the Articles of Incorporation, resolutions at each general meeting shall be made by a majority vote of the shareholders present who are entitled to exercise their voting rights.
2. A resolution of a general meeting of shareholders pursuant to Article 309, Paragraph 2 of the Corporate Law shall be adopted by not less than two-third of the votes of shareholders present who hold not less than one-third of votes of whole shareholders entitled to exercise their voting rights.
Article16. (The minutes)
This is described to the minutes or the matter provided in passage of proceedings in the shareholders' meeting, a result, and other law is recorded and the chairperson and the director who attended sign and stamp their name in the minutes.
CHAPTER Ⅳ.
DIRECTORS AND BOARD OF DIRECTORS
Article17. (Organization of Board of Directors)
The Company organizes Board of Directors.
Article18. (Number of Directors)
The Company shall have not more than sixteen (16) Directors.
Article19. (Election of Directors)
The Directors shall be elected at the general meeting of shareholders.
2. The Directors shall be elected by a majority vote of the shareholders present, representing not less than one-third of the voting rights of shareholders entitled to exercise their voting rights.
3. The election of Directors shall not be cumulative voting.
Article20. (Term of office)
The term of office of any Director shall expire at the closing of the ordinary general meeting of shareholders in respect of the last business year to be held within one (1) year after his/her election as Directors.
2. The term of office of a director who is assuming the office either to fill vacancy or to increase the number of Directors shall be the same as the remainder of the terms of office of the other incumbent Directors.
Article21. (Appointment of Representative Directors and Executive Directors)
Representative Directors shall be elected by a resolution of the Board of Directors.
2. The representative director executes corporate affairs as a representative of the Company.
3. By resolution of the Board of Directors, one President of the Company is elected and, if it is necessary, one Chairman of the Board and Vice-chairman of the Board, and a few Vice-presidents of the Company, Executive Managing Directors, and Managing Directors can be selected.
Article22. (Executive Officers)
The Company may have Executive Officers by resolution of the Board of the Directors.
2. The relationship between the Company and Executive Officers, and other matters relating to Executive Officers shall be in accordance with Executive Officers regulations established by the Board of the Directors.
Article23. (Person to call Meeting of Board of Directors and Chairman)
Unless otherwise provided by laws or regulations, the president of the Company shall call meetings of the Board of Directors and act as Chairman at the meeting. In the event of the President being unable to act, one of the Directors shall call the meeting and act as Chairman at the meeting in accordance with the order decided beforehand by the Board of Directors.
Article24. (Notice of Calling of Meetings of Board of Directors)
Notice of the calling of a meeting of the Board of Directors shall be sent to each Director and Statutory Auditors at least three (3) days before the date of the Meeting provided. However, such period may be shortened in case of urgency.
Article25. (Method of Adopting Resolutions of the Board of Directors)
Resolutions of the Board of Directors shall be made by a majority vote of the Directors present, which present Directors shall constitute in number a majority of the total number of Directors.
Article26. (Omission of resolution of Board of Directors)
When all Directors agree in writing to the resolution matters of Board of Directors, the Company may deem that the matters to be resolved by the Board of Directors are adopted by a resolution of the Board of Directors, unless the auditor makes an objection.
Article27. (Minutes of Board of Directors)
Proceedings in the Board of Directors, a result, and other matters as required by laws or regulations are recorded in the minutes, and the director the auditor and who attended sign and stamp their name in the minutes.
Article28. (Board of Directors Regulations)
Details concerning the functions and activities of the Board of Directors shall be governed by the Board of Directors regulations adopted by the Board of Directors unless otherwise provided by laws or the Articles of Incorporations.
Article29. (Director's reward)
Director's reward is provided by the resolution of the shareholders' meeting.
Article30. (Election of counselor and adviser)
The Board of Directors can elect the counselor, the adviser, and the councilor by the resolution.
CHAPTER：Ⅴ.
STATUTORY AUDITORS, BOARD OF
STATUTORY AUDITORS
Article31. (Organization of Statutory Auditor and Board of Statutory Auditors)
The Company organizes the auditor and Board of Statutory Auditors.
Article32. (Number of Statutory Auditors)
The Company shall have not more than four (4) Statutory Auditors.
Article33. (Election of Statutory Auditors)
The Statutory Auditors shall be elected at the general meeting of shareholders.
2. The Statutory Auditors shall be elected by a majority vote of the shareholders present, representing not less than one-third of voting rights of shareholders entitled to exercise their voting rights.
Article34. (Term of office)
The term of office of any Statutory Auditors shall expire at the closing of the ordinary general meeting of shareholders in respect of the last business year to be held within four (4) years after his/her election as Statutory Auditors.
2. The term of office of Statutory who is assuming the office to fill a vacancy shall be the remainder of the terms of office of the retiring Statutory Auditor.
Article35. (Full-Time Statutory Auditor)
Full-time Statutory Auditors shall be elected by the resolution of Board of Statutory Auditors.
Article36. (Notice of Calling of Meeting of Board of Statutory Auditors)
Notice of the calling of a meeting of the Board of Statutory Auditors shall be sent to each Statutory Auditor at least three (3) days before the date of Meeting provided. However, such period may be shortened in case of urgency.
2. The Board of Statutory Auditors can be opened without the procedure of the call when there is all Statutory auditors' agreement.
Article37. (Method of Resolution of the Board of Statutory Auditors)
Unless otherwise provided by laws or regulations, resolutions at Board of Statutory Auditors shall be made by a majority vote of the Statutory Auditors.
Article38. (Minutes of Board of Statutory Auditors)
Proceedings in the Board of Statutory Auditors, a result, and other matters as required by laws or regulations are recorded in the minutes, and the Statutory Auditor who attended signs and stamps his/her name in the minutes.
Article39. (Board of Statutory Auditors Regulations)
Details concerning the functions and activities of the Board of Statutory Auditors shall be governed by the Board of Statutory Auditors regulations adopted by the Board of Statutory Auditors unless otherwise provide by laws or the Article of Incorporation.
Article40. (Statutory Auditor’s reward)
Statutory Auditor’s reward is provided by the resolution of the shareholders' meeting.
CHAPTER Ⅵ
INDEPENDENT AUDITORS
Article41. (Organization of Independent Auditors)
The Company organizes Independent Auditors.
Article42. (Election of Independent Auditors)
The Independent Auditors shall be elected at the general meeting of shareholders.
Article43. (Term of office)
The term of office of Independent Auditors shall expire at the closing of the ordinary general meeting of shareholders in respect of the last business year to be held within one (1) year after his/her election Auditors.
2. When the retirement resolution is not performed in the ordinary general meeting of shareholders specified in the preceding clause, the Independent Auditor considers that it was reappointed in the ordinary general meeting of shareholders.
Article44. (Independent Auditor’s rewards)
The independent auditor's reward is decided by the related director through the agreement of the Board of Statutory Auditors.
CHAPTER Ⅶ
ACCOUNTS
Article45. (Business year)
The Company’s business year shall commence on July 1 and end on June 30 of the following year.
Article46. (Year -end dividend)
The Company may pay year-end dividends to shareholders or registered pledgees of shares noted within the shareholder’s list as of the closing day of each business year (June 30) by a resolution of the general meeting of shareholders.
Article47. (Period of Exclusion from Payment of Dividends)
The Company shall escape obligation of payment when dividends are not recorded as being in receipt by shareholder for a period of three years from first date of payment.
2. The interest is not added to an unpaid dividend.