Certificate of all matters of TOMS

"' "I "'.,;;y·1 d~l -:=T, ~v., ., .--·l ,. j 3-16-3, Higashi, Shibuya-ku, Tokyo, Japan TOMS CO ., LTD . Corporate No. 0110-01-066618 Certificate of Incorporation of the company Trade name TOMS CO. , LTD . Principal Place of 3-16-3, Higashi, Shibuya-ku, Tokyo, Japan Business Method of Publication in an official gazette Publishing Public Publication in an official gazette Changed on May 30, 2011 Notices Registered on June 13, 2011 Date of June 1, 1981 Incorporation Purposes of 1 Design, planning , making, sales, import and export of clothing fiber product Corporation 2 Design , planning, making , sales, import and export of vinyl chloride and molded metal 3 Design , planning, sales, import and export of daily necessaries and miscellaneous goods 4 Other lines of businesses incidental or related to those mentioned in any of the foregoing items Total Number of 640,000 shares Shares authorized to be Issued Total Number of Total numbers of Issued and Outstanding shares Out-standing 160,000 shares Shares, and their Classes and Numbers Amount of Stated JPY 80 ,000,000 Capital Amount of Stated To transfer the comgant shares, it shall obtain an aggroval from the Shareholder's Capital meeting. Provision of limitation for To transfer the comgant shares, it shall obtain an aggroval from the Board of Assignment of Directors. Shares Changed on May 30, 2011 Registered on June 13, 2011 To transfer the company shares, it shall obtain an approval from the Shareholder's meeting. Changed on December 6, 2013 Registered on December 16, 2013 Name, address and 1-4-5, Marunouchi, Chiyoda-ku, Tokyo , Japan office of Mitsubishi UFJ Trust and Banking Corporation Head office administrator of shareholders list Reference number A986668 * The underlined parts mean the matters deleted. ~·Fd.)7 ~ill ••]·c• - ' -· 3-16-3, Higashi, Shibuya-ku, Tokyo , Japan TOMS CO. , LTD . Corporate No. 011 0-01-066618 Matters Related to Director Masafumi Sakashita the Officers Director Masafumi Sakashita Director Masafumi Sakashita Director Kunihiko Ohashi Director Kunihiko Ohashi Director Kunihiko Ohashi Director Fumihiko Ito Director Fumihiko Ito 3-30-5, Minami-cho, kichijoji, Musashino-shi, Tokyo, JaQan ReQresentative Director Masafumi Sakashita 3-30-5, Minami-cho, kichijoji, Musashino-shi, Tokyo, JaQan ReQresentative Director Masafumi Sakashita 3-30-5, Minami-cho, kichijoji , Musashino-shi , Tokyo , Japan Representative Director Masafumi Sakashita 1-3-3, Hanegi, Setagaya-ku, Tokyo, JaQan ReQresentative Director Kunihiko Ohashi Reappointed on December 28, 2009 Reappointed on May 24, 2013 Registered on June 5, 2013 Reappointed on May 29, 2014 Registered on June 3, 2014 Reappointed on December 28, 2009 Reappointed on May 24, 2013 Registered on June 5, 2013 Reappointed on May 29, 2014 Registered on June 3, 2014 Appointed on September 1, 2010 Reappointed on May 24, 2013 Registered on June 5, 2013 Resigned on December 15, 2013 Registered on December 16, 2013 Reappointed on December 28, 2009 Reappointed on May 24, 2013 Registered on June 5, 2013 Reappointed on May 29, 2014 Registered on June 3, 2014 Appointed on March 1, 2013 Registered on March 1, 2013 Reference number A986668 * The underlined parts mean the matters deleted. 3-16-3, Higashi, Shibuya-ku, Tokyo, Japan TOMS CO., LTD. Corporate No. 0110-01-066618 1-3-3, Hanegi, Setagaya-ku, Tokyo, Jagan Reappointed on May 24, 2013 Regresentative Director Kunihiko Ohashi Registered on June 5, 2013 ------ 1-3-3, Hanegi , Setagaya-ku, Tokyo, Japan Reappointed on May 29, 2014 Representative Director Kunihiko Ohashi Registered on June 3, 2014 Auditor Takao Kashitani Appointed on May 30, 2011 Registered on June 13, 2011 Exemption Clause With regard to the Director's liability (including gerson who were Directors} stigulated regarding the in Article 423-1 of Comgany Law, our comgany may exemgt the amount of liability with the resolution of Board of Directors in accordance with the grovisions of Article Liability of Directors 426-1 of Comgany Law. With regard to the Auditor's liability (including gerson who were Auditor} stigulated in Article 423-1 of Comgany Law, Our comgany may exemgt the amount of liability with the resolution of Board of Directors in accordance with the grovisions of Article 426-1 of Comgany Law Established on May 30, 2011 Reaistered on June 13, 2011 With regard to the Director's liability (including persons who were Directors) stipulated in Article 423-1 of Company Law, our company may exempt the amount of liability with the consent of a majority of Auditors and Directors. With regard to the Auditor's liability (including persons who were Auditor) stipulated in Article 423-1 of Company Law, our company may exempt the amount of liability with the consent of a majority of Directors. ChanQed on December 6, 2013 ReQistered on December 16, 2013 Limitation Clause With regard to the liability of the Outside Corgorate Director's acts stigulated in regarding the Article 423-1 of Comgany Law, our Comgany may conclude agreements with Liability of Outside outside corgorate Directors to limit the amount of liability in accordance with the Directors and. grovisions of Article 427-1 of Comgany Law. However, the lower limit of the Auditors of the amount of liability to be set down in the agreement shall be the total amount Company stioulated bv Article 425-1. With regard to the liability of the Outside Corporate Director's acts stipulated in Article 423-1 of Company Law, our Company may conclude agreements with outside corporate Directors to limit the amount of liability in accordance with the provisions of Article 427-1 of Company Law. However, the lower limit of the amount of liability to be set down in the agreement shall be the total amount stipulated by Article 425-1. With regard to the liability of the Outside Corporate Auditor's acts stipulated in Article 423-1 of Company Law, our Company may conclude agreements with outside corporate Auditor to limit the amount of liability in accordance with the provisions of Article 427-1 of Company Law. However, the lower limit of the amount of liability to be set down in the agreement shall be the total amount stipulated by Article 425-1. ChanQed on May 30, 2011 ReQistered on June 13, 2011 Reference number A986668 * The underlined part s mean the matters deleted. ~~fl "'I, .,.·. -,, ~ l 3-16-3, Higashi, Shibuya-ku , Tokyo , Japan TOMS CO ., LTD . Corporate No. 0110-01 -066618 Items Related to Com~any with Board of Directors Company Established on May 30, 2011 Registered on June 13, 2011 Institutionalized with Abolished on December 6, 2013 Registered on December 16, 2013 Board of Director Items Related to Company with Auditor Company Established on May 30, 2011 Registered on June 13, 2011 institutionalized with Corporate Auditors Items Related to the Changed the Head office from 1-17-4, Ningyou-cho, Nihonbashi, Chuo-ku , Tokyo, Registration Entries Japan on August 30, 2010 Registered on September 10, 2010 This is to prove that all of the items not closed are in the registry is mentioned as above. June 10, 2014 Tokyo District Legal Affairs Bureau Tashima branch Registrar Hitoshi lzawa (Official Seal) Reference number A986668 * The underlined parts mean the matters deleted.