- 1 -
ARTICLES OF INCORPORATION
OF
P. S. MITSUBISHI CONSTRUCTION CO., LTD.
Chapter 1
General Rules
(Trade name)
Article 1 The name of the Corporation shall be “KABUSHIKI KAISHA P. S. Mitsubishi” and
shall be expressed in English as “P. S. Mitsubishi Construction Co., Ltd.”
(Location of the central office)
Article 2 The central office of the Corporation is located in Chuo-ku, Tokyo, Japan.
(Purposes)
Article 3 The purposes of the Corporation shall be as following:
1. Contracting, planning, designing and construction management of prestressed concrete
construction works
2. Contracting, planning, designing and construction management of complete sets of civil
engineering works and complete sets of building works
3. Businesses concerning maintenance and repair of civil engineering structures and
building structures
4. Survey, surveying, technical guidance, consignment and consulting work related to
those items.
5. Producing and marketing of prestressed concrete products and pre-cast concrete
products, and manufacturing and marketing of tools for manufacturing of the products
and ancillary materials and parts thereof
6. Designing, manufacturing, marketing and leasing of machines, equipments and tools for
prestressed concrete construction works and other construction works
7. Mining and contracting mining of minerals
8. Buying, selling, leasing, brokerage, ownership and management of real estate
9. Transportation business and warehousing business
10. Liability insurance agent business, business concerning solicitation of life insurance, and
insurance agent business based on the Automobile Liability Security Law
11. Any and all business operations related to all of the items above
(Method of public notice)
Article 4 Public notice of the Corporation shall be given electronically. However, if the
Corporation is prevented from giving public notice electronically due to an accident or
any other unavoidable reasons, the Corporation shall publish its public notice in the
- 2 -
“Nihon Keizai Shinbun” as an alternative method.
Chapter 2
Corporate Stock
(Total number of stocks authorized)
Article 5 The Corporation’s number of stocks authorized is 110,000,000 stocks.
(Repurchase of the Corporation’s stocks)
Article 6 The Corporation may repurchase its own stocks through market dealings etc.
pursuant to resolution of the Board of Directors.
(Number of unit stocks)
Article 7 The unit stock of the Corporation is 100 stocks.
(Request for selling by less-than-unit stockholders)
Article 8 A stockholder who owns less-than-unit stock of the Corporation may request the
Corporation to sell stocks of the number that makes a round unit when added to the
less-than-unit owned by the stockholder (hereinafter referred to as "adding to holdings").
In the event a request is made in pursuance of the preceding provision, if the Corporation
does not own the number of stocks it should sell, the Corporation may reject this request in
pursuance of the preceding provision.
(Restriction of rights of stockholders of less-than-unit)
Article 9 Less-than-unit stockholders of the Corporation cannot exercise the rights other than
those listed below:
(1) Rights that are provided in the clauses of section 2, article 189 of the Companies Act
(2) Right to request acquisition of stocks with acquisition request right
(3) Right to receive allotment of offering stocks or offering new stock purchase warrant
(4) Right to request adding to holding of odd lot that is set forth in the preceding article
(Manager of the stockholders register)
Article 10 The Corporation has a manager of the stockholders register.
The manager of the stockholder register and the place of the management are chosen
pursuant to resolution of the board of directors and they are notified publicly.
The stockholders register and original register of stock purchase warrants shall be placed
in the place of the management of the stockholder register. Writing or recording to the
stockholder register and original register of stock purchase warrants, purchasing of odd lots
and adding to holdings, and other administrative works related to stocks and stock purchase
warrant shall be handled by the manager of the stockholder register and the Corporation shall
not be involved.
- 3 -
(Stock handling regulations)
Article 11 Writing or recording to the stockholder register and original register of new stock
purchase warrants, purchasing of odd lots and adding to holdings, and other management
related to stocks and new stock purchase warrant, procedures and fees related to
stockholders' exercise of rights shall be compliant with the stock handling regulations
pursuant to resolution of the board of directors as well as those provided in laws and
ordinances and the articles of incorporation.
(Reference date)
Article 12 Stockholders who are written or recorded in the final stockholder register on March
31st each year and who have voting right can exercise their rights in the annual stockholders
meeting related to that business year.
Notwithstanding the preceding section, stockholders or registered stock pledgees who are
written or recorded in the final stockholder register on a certain date can exercise their rights
with prior notification, if necessary. This shall be pursuant to resolution of the board of
directors.
Chapter 3
Stockholders Meeting
(Convocation)
Article 13 An annual general stockholders’ meeting is convened in June every year;
extraordinary stockholders meetings are convened as appropriate.
(Chairperson)
Article 14 Except as elsewhere provided in applicable laws and regulations, the president of
the Corporation shall call all stockholders meetings pursuant to resolution of the board of
directors. If the president is unable to do so, other directors of the Corporation may take the
president's place in the order prescribed by the board of directors.
The president of the Corporation shall preside over stockholders’ meetings. If the president
is unable to do so, other directors of the Corporation may take the president's place in the
order prescribed by the board of directors.
(Disclosure on internet and deemed presentation of documents referred to stockholders meetings)
Article 15 The Corporation deems disclosure of information necessary to write on or show in
documents referred to stockholders meetings, operational reports, calculation sheet and
consolidated calculation sheet on internet following applicable laws and regulations to be
presentation of the documents to stockholders when the Corporation calls stockholders
meetings.
- 4 -
(Resolution)
Article 16 Except as elsewhere provided in applicable laws and regulations or in these articles
of incorporation, resolutions of stockholders meetings shall be adopted by a majority of the
votes held by the stockholders who have voting rights and are present in person at such
meetings.
Resolutions that should be pursuant to the Section 2 of Article 309 of the Companies Act
shall be adopted by a two-thirds majority of the votes held by the stockholders who have
voting rights and are present in person at such meetings to which stockholders with more than
or equal to one third of voting rights are present.
(Proxy voting)
Article 17 A stockholder may exercise his/her vote by a proxy, who must be a stockholder of the
Corporation with a voting right.
In the case set forth in the preceding section, the stockholder or proxy holder must submit a
written certificate of proxy to each stockholders’ meeting.
(Minutes)
Article 18 Gist of the progress of proceedings of a stockholders’ meeting, its result, and other
items specified by law shall be written or recorded to the Minutes, and the chairperson and
directors present in the meeting shall place their signatures and seals or place signatures
electronically there on, and the original shall be kept in the central office for ten years, copies
in branch offices for five years.
Chapter 4
Directors and the Board of Directors
(Placement of the board of directors)
Article 19 The Corporation shall have the board of directors.
(Number of directors)
Article 20 The number of the directors shall be not more than fifteen (15).
(Selection of directors)
Article 21 Directors shall be selected by resolution of a stockholders’ meeting.
Resolution of selection of directors shall be by a majority of the votes of the meeting to
which stockholders with more than or equal to one third of voting rights are present.
Cumulative voting is not used for the resolution of selection of directors.
(Term of directors)
- 5 -
Article 22 The term of directors is until the ending of the regular general stockholders’
meeting for the last business year that ends within two years from selection.
The term of a director who is selected due to increase of members or to fill a vacancy shall
be until the end of the term of other incumbent directors.
(President of the Corporation and officer directors)
Article 23 The Corporation selects one president of the Corporation, and if necessary, one
chairman of the board, a few executive vice-presidents, executive directors, and managing
directors.
The board of directors shall choose the president of the Corporation by its resolution.
The president of the Corporation shall represent the Corporation and perform the activities
of the Corporation.
(Convener and chairperson)
Article 24 Except as elsewhere provided in applicable laws or regulations, the president of the
Corporation shall call board meetings and preside over the meetings. If the president is
unable to do so, other directors of the Corporation may take the president's place in the order
prescribed by the board of directors.
(Notice to convene)
Article 25 Notice to convene a board meeting shall be issued to board members and auditors
at least three days prior to the date of the meeting. In emergency, however, this can be
reduced.
When all the board members and auditors agree, convocation procedure can be omitted.
(Method of board resolution)
Article 26 Resolutions of board meetings shall be adopted by a majority of the board members
present in the meeting to which a majority of the board members shall be present.
(Omission of board resolution)
Article 27 If all the board members agree to a resolution matter in writing or by electromagnetic
record, it is considered that a board resolution to pass the resolution matter is made.
However, this does not apply when auditors express an objection.
(Minutes of the board meeting)
Article 28 Gist of the progress of proceedings of a board meeting, its result, and other items
specified by law shall be written or recorded to the minutes, and the board of directors and
auditors present in the meeting shall place their signatures and seals or place their
signatures electronically there on, and the original shall be kept in the central office for ten
years.
- 6 -
(Regulations of the board of directors)
Article 29 Matters related to the board of directors shall be governed by the regulations of the
board of directors as well as those specified by laws or the articles of incorporation.
(Directors' compensation)
Article 30 Directors' compensation shall be determined by resolution of stockholders meeting.
(Contract for limitation of liability with director)
Article 31 The Corporation can absolve directors (include former directors) from the liability for
damages in accordance with Clause 1, Article 426 of the Companies Act within the limit of the
responsibility specified by laws by resolution of the board of directors.
The Corporation can have a contract with directors (excluding executive director) to limit
the liability for damages in accordance with Clause 1, Article 427 of the Companies Act within
the limit of the responsibility specified by laws.
Chapter 5
Auditors and Board of Auditors
(Placement of auditors and the board of auditors)
Article 32 The Corporation shall have auditors and the board of auditors.
(Number of auditors)
Article 33 The number of the auditors shall be not more than four (4)
(Selection of auditors)
Article 34 Auditors shall be selected by resolution of stockholders’ meeting.
Resolution of board member selection shall be by a majority of the votes of a meeting to
which stockholders with more than or equal to one third of voting rights are present.
(Term of auditing officers)
Article 35 The term of auditors is until the ending of the regular general stockholders’ meeting
for the last business year that ends within four years of selection.
The term of an auditor who is selected due to fill a vacancy shall be until the end of the term
of the retiring auditing officer.
(Full-time auditors)
Article 36 The board of auditors shall choose full-time auditors among auditors.
(Notice to convene)
Article 37 Notice to convene a board meeting shall be issued to each auditor at least three
- 7 -
days prior to the date of the meeting. In emergency, however, this can be reduced.
(Method of board resolution)
Article 38 Except as elsewhere provided in applicable laws and regulations, resolutions of the
board meetings shall be adopted by a majority of auditors.
(Minutes of a board meeting)
Article 39 Gist of the progress of proceedings of a board meeting, its result, and other items
specified by law shall be written or recorded to the Minutes, and the board of auditors present
in the meeting shall place their signatures and seals or place signatures electronically there
on.
(Regulations of the board of auditors)
Article 40 Matters related to the board of auditors shall be governed by the regulations of the
board of auditors as well as those specified by laws or the articles of incorporation.
(Auditors ' compensation)
Article 41 Auditors' compensation shall be determined by resolution of stockholders’ meeting.
(Contract for limitation of liability with auditor)
Article 42 The Corporation can absolve auditors (include former auditing officers) from the
liability for damages in accordance with Clause 1, Article 426 of the Companies Act within the
limit of the responsibility specified by laws by resolution of a meeting of the board of directors.
The Corporation can have a contract with auditors to limit the liability for damages by in
accordance with Clause 1, Article 427 of the Companies Act within the limit of the
responsibility specified by laws.
Chapter 6
Accounting auditor
(Placement of accounting auditors)
Article 43 The Corporation shall have accounting auditors.
(Selection of accounting auditors)
Article 44 Accounting auditors shall be selected by resolution of stockholders’ meeting.
(Term of accounting auditors)
Article 45 The term of accounting auditors is until the ending of a regular general stockholders’
meeting for the last business year that ends within one year of selection.
Unless otherwise resolved in the regular general stockholders’ meeting in the preceding
- 8 -
clause, it is assumed that the accounting auditors are reappointed for the next term at the
regular general stockholders’ meeting.
(Accounting auditors' compensation)
Article 46 Accounting auditor's compensation shall be determined by the president of the
Corporation with consent of the board of auditors.
Chapter 7
Calculations
(Business year)
Article 47 A business year of the Corporation starts on April 1st and ends on March 31st of the
next calendar year.
(Term end dividend)
Article 48 The Corporation shall distribute dividend of surplus in money (hereinafter referred to
as "term end dividend") to the stockholders or registered stock pledgees written or recorded
in the final stockholder register on March 31st every year pursuant to resolution of a general
stockholders’ meeting.
(Midterm dividend)
Article 49 The Corporation may distribute dividend of surplus pursuant to clause 5, Article 454
of the Companies Act (hereinafter referred to as "midterm dividend") to the stockholders or
registered stock pledgees written or recorded in the final stockholder register as of
September 30th every year pursuant to the resolution of the board of directors.
(Statute of limitation of term end dividend etc.)
Article 50 In the event that term end dividend and midterm dividend are not received after full
five years from the start of payment, the Corporation shall be released from obligation to pay
dividend.
Accrued term end dividend and midterm dividend shall not bear interest.