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)
(Partl y 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)
(Partly amended on September 1 0 , 20 20 )
(Partly amended on September 29 , 20 2 1 )
ARTICLES OF INCORPORATION
C HAPTER Ⅰ .
G ENERAL P ROVISIONS
Article1. (Trade name)
The C ompany shall be called Toyoshima Kabushiki Kaisha.
It shall be written Toyoshima &Co.,L td. in English.
Article2. (Object )
The objects of the Company shall be to engage in and conduct the following
lines of business:
1. Research and development export and import, sales and purchase,
production, processing, wholesale, commission agency, consignment,
lease and rental related to the followings ;
① Various fibers, textile goods, raw stocks, sundry goods,
stationery, ceramic ware, machinery equipment, civil
engineering and construction materials, furniture, home
appliances, information and communications equipment;
② Medical, sanitary, and nursing equipment and products;
③ Pharmaceuticals, quasi-drugs, cosmetics, various medicines, pet
roleum products, petroleum, gas, and other fuels;
④ Gardening plants, tree, fertilizers, materials for Gardening,
And gardening products.
⑤ Fishing, leisure, camping and travel supplies;
⑥ Jewels, precious stones and antique goods;
⑦ Foodstuff, agricultural and marine products, livestock raiser
and processed goods of the sad articles;
⑧ Liquor and alcohol;
⑨ Publications, prints and audiovisual software;
2. Business for designing and execution of construction work;
3. Possession, sales and utilization of valuable securities;
4. Sales and purchase, lease, brokerage, management, operation,
owned and utilization of real estate;
5. Management of recreational facilities such as sporting and
leisure industry;
6. Lease and brokerage of movable property;
7. Management of restaurants, hotels and travel agency;
8. Agency of damage insurance and insurance based on the
automobile compensation security act;
9. Sales and purchase, brokerage, mediation and good offices of
membership of golf clubs;
10. Services of information;
11. Services of communication;
12. Broadcasting of CATV and radio;
13. Maintenance of buildings and temporary employment business;
14. Financial business;
15. Warehousing;
16. All businesses in relation with 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 Sh are 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 share s as issued.
Article8. (Limitation of share transfer)
About the tran sfer or the acquisition of the Company 's shares t he
shareholder or the acquirer should receive the approval of Board of
Directors.
Article9. ( Claim on selling over to heir )
The C ompany can claim selling over the Company ’ s shares to the C ompany
for the per son who acquires the Company 's s hares in succession and other
methods.
Article10 ( Date of record )
Th e C ompany provides the following the s hare holder who can exercise the
righ t in the fixed general meeting.
The s hare holder who has the right to vote described in the last s hare holder'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. R egardless 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 Regulation s )
The matters other than that described in A rticle 6 concerning this
Company 's s hare shall be in accordance with the s hare handling regulation s
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 s hall 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 Director s 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 t o 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 minu tes )
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 t he chairperson and the director who attended sign and stamp their
name in th e minutes.
CHAP TER Ⅳ .
DIRECTORS AND BOARD OF DIRECTORS
Article17. (Organization of Board of Directors)
The C ompany 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 v oting 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 yea r 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 o ther 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 repr esentative
of the C ompany .
3. By resolution of the Board of Dir ectors, one P resident of the Company is
elected and, if it is necessary, one Chairman of the Board and
V ice - chairman of the B oard, and a few V ice - president s of the Company,
Executive Managing Director s , and Managing Director s can be selected .
Article22. ( Executive Officer s )
The Company may have Executive Officer s by resolution of the Board of the
Directors .
2. The relationship between the Company and Executive Officer s , and other
matters relating to Executive Officer s 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
C ompany 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. H owever, 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.
Article2 6 . ( Omission of resolution of Board of D irectors )
When all D irector s agree in w riting to the resolution matter s of Board of
D irectors , 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.
Article2 7 . ( Minutes of Board of Directors)
P roceedings in the Board of Directors , a result, and other matters as
required by law s or regulations are recorded in the minutes, and the director
t he auditor and who attended sign and stamp their name in th e minutes.
Article2 8 . (Board of Directors Regulations)
Details concerning the function s 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 Incorp orations.
Article2 9 . ( Director's reward )
Director's reward is provided by the resolution of the shareholders' meeting.
Article 30 . ( Election of counselor and adviser )
The Board of Directors can elect the counselor, the adviser, and the councilor
by the re solution.
CHAPTER ：Ⅴ .
STATUTORY AUDITORS, BOARD OF
STATUTORY AUDITORS
Article3 1 . ( Organization of Statutory A uditor and Board of Statutory
Auditors )
Th e C ompany organizes the a uditor and Board of Statutory Auditors .
Article3 2 . (Number of Statutory Auditors)
The Company shall have not more than four (4) Statutory Auditors.
Article3 3 . (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 majori ty 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 r emainder of the terms of office of the retiring Statutory
Auditor.
Article3 5 . (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 thr ee (3) days before the date of
M eeting provided. H owever, 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 S tatutory auditors' agreement.
Article3 7 . (Method of Resolution of the Board of Statutory Auditors )
Unless otherwise provided by laws or regulations , resolut ions at Board of
Statutory Auditors shall be made by a majority vote of the Statutory
Auditors .
Article3 8 . (Minutes of Board of Statutory Auditors)
P roceedings in the Board of Statutory Auditors , a result, and other matters
as required by law s or regulations are recorded in the minutes, and t he
Statutory A uditor who attended sign s and stamp s his/her name in th e
minutes.
Article3 9 . (Board of Statutory Auditors Regulations)
Details concerning the function s and activities of the Board of Statutory
Au ditors 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.
Article 40 . ( Statutory Auditor ’ s reward )
Statutory Auditor ’ s reward is provided by the resolution of the shareholders'
meeting.
CHAPTER Ⅵ
INDEPENDENT AUDITORS
Article4 1 . (Organization of Independent Auditors)
The C ompany organizes Independent Auditors.
A rticle4 2 . (Election of Independent Auditors )
The Independent Auditors shall be elected at the general meeting of
shareholders.
Article4 3 . (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 wi t hin 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 I ndependent
A uditor considers that it was reappointed in the ordinary general meeting
of shareholders.
Article4 4 . (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
Article4 5 . (Business y ear)
The Company ’ s business year shall commence on July 1 and end on June 30
of the following year.
Article4 6 . ( Year - end dividend )
The Company may pay year - end dividends to shareholders or registered
pledgee s 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 .
Article4 7 . (Period of E xclusion 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.