(TRANSLATION)
ARTICLES OF ASSOCIATION
OF
KABUSHIKI KAISHA FUJITA
As of 24 June 2020
KABUSHIKI KAISHA FUJITA
(FUJITA CORPORATION)
(These Articles of Association became effective on 24 June 2020.)
CHAPTER 1 GENERAL RULES
Article1. The Company shall be called KABUSHIKI KAISHA FUJITA, and its English name shall be Fujita Corporation.
Article2. The purpose of the Company shall be to operate the following businesses:
Contracting, planning, design, supervision and consulting activities for construction works;
Research, planning, design supervision and consulting activities for space development, ocean development, regional development, urban development, natural resources development and improvement of the environment.;
Activities concerning sale and purchase, exchange, lease and administration of real estate and agency or brokerage thereof, and evaluation of real estate;
Activities for second class financial instruments and exchange as per the financial instruments and exchange laws, its related investment cons
Activities related to real estate specific joint-venture laws;
Activities concerning preparation of housing sites and sale thereof in lots and construction of houses and sale thereof in lots;
Activities concerning investigation of conditions and elimination of soil contamination;
Activities concerning maintenance and administration of buildings, structures and their facilities;
Possession, management and consulting activities for accommodation facilities, sports facilities, recreation facilities, health and medical facilities, educational facilities, restaurants, and travel agent businesses;
Business concerning power generation and electricity supply by using wind power, solar power, geothermal power, hydropower and etc.
Planning, development, acquisition, lease and sale of intangible property rights such as industrial property rights and copyrights and of know-how and other software rights, and information processing services;
Business concerning development, sale, lease, maintenance and control of computer equipment and electronic equipment;
Business concerning planning, development and sale of information communication systems;
Business concerning research and development of multimedia systems;
Manufacture, processing, sale and lease of materials, machinery and equipment and mechanical installation systems for construction;
Business concerning research, development, manufacture, sale, lease, and, maintenance and administration, and export and import of housing environmental equipment;
Staff and labour sourcing business;
Loan activities; and
Any business incidental to any of the foregoing items.
Article3. The company shall have its head office in Shinjuku-ku, Tokyo.
Article4. Public notices of the Company shall be given through electronic publication. In case electronic publication is not available, they shall be given in the Nihon Keizai Shimbun newspaper.
CHAPTER 2 SHARES
Article5. The total number of shares of the capital stock to be issued by the Company shall be five hundred and forty-five million (545,000,000).
Article6. The number of shares constituting one unit of shares of the Company shall be one hundred (100).
Article7. Shareholders are not eligible to exercise the right of the shares less than one unit except as below;
the right stated in sub-article 2 of Article 189 of the Company law.
the right to request stated in sub-article 1 of Article 166 of the Company law.
the right to receive allotment of share subscription and to receive allotment of reservation of share subscription
Article8. The exercise of the rights of the shareholders of the Company, the share handling and the fees thereto shall be subject to the laws/regulations concerned, these Articles of Association and the Share Handling Regulations established by the Board of Directors.
Article9. The Company shall have a transfer agent with respect to its shares.
2. The transfer agent and his office shall be selected and designated by a resolution of the Board of Directors of the Company and a public notice thereof shall be issued.
3. The register of shareholders, the register of new shares warrant, the register of loss of share certificates of the Company shall be kept at the office of business of the transfer agent, and the other clerical administration thereto with respect to the shares of the Company shall be handled by the transfer agent and not by the Company.
Article10. When the shares of the Company are transferred, the shareholders or the acquirers shall obtain approval by the Board of Directors in advance.
2. The shareholders or the acquirers shall request above approval in written.
CHAPTER 3 GENERAL MEETINGS OF SHAREHOLDERS
Article11. Ordinary general meetings of shareholders of the Company shall be convened within three (3) months from the day following every closing of accounts, and extraordinary general meetings of shareholders may be convened whenever necessary.
Article12. The venue for General meetings shall be in the Tokyo metropolitan area.
Article13. The President and Director shall preside over the general meetings of shareholders.
2. In case the President and Director are unable to do so, another director shall act as the chairman of the meetings in the order previously determined by the Board of Directors.
Article14. Unless otherwise provided for by the laws and regulations or these Articles of Incorporation, resolutions of general meetings of shareholders shall be adopted by a majority of the voting rights of the shareholders present at the meetings.
2. Special resolutions set forth in 2, Article 309 of the Company law shall be adopted by two-thirds (2/3) or more of the voting rights of the shareholders present at the general meeting of shareholders where the shareholders holding not less than one-third (1/3) of the voting rights of all shareholders are present.
Article15. A shareholder may exercise his voting rights by proxy. However, such proxy must also be a shareholder of the Company having voting rights.
2. A shareholder or its proxy shall produce a certificate of such proxy to the Company at every shareholder’s meeting.
CHAPTER 4 DIRECTORS AND BOARD OF DIRECTORS
Article16. The Company shall establish and maintain a Board of Directors.
Article17. The number of the directors of the Company shall be fifteen (15) or less.
Article18. The directors shall be elected in the general meetings of the shareholders.
2. Such election shall be made by a majority of the voting rights of the shareholders present at the general meeting of shareholders where the shareholders holding not less than one-third (1/3) of the voting rights of all shareholders are present.
3. No cumulative voting shall be employed in the election of directors.
Article19. The term of office of a director shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last closing of accounts within one (1) year after his assumption of office.
Article20. Resolutions of the Board of Directors shall be passed by approval of the majority of directors present who must represent the majority of all directors. Provided, that resolutions shall be deemed passed if the requirement in the Article 370 of the Company law is fulfilled.
Article21. The Company may elect by a resolution of the Board of Directors one (1) Chairman and Director, one (1) President and Director, one (1) or more Executive Vice Presidents and Directors, Senior Managing Directors and Managing Directors.
Article22. By a resolution of the Board of Directors, one (1) or more directors who shall represent the Company shall be elected.
Article23. By a resolution of the Board of Directors, senior advisers may be elected.
Article24. The notice for convening a meeting of the Board of Directors shall be sent to each director and statutory auditor no later than three (3) days prior to the date of the meeting, provided that such period may be shortened in case of emergency.
2. Meetings of the Board of Directors may be convened without aforementioned notice formalities provided always that there is unanimous consent by all of the directors and advisors.
Article25. All of issues, particulars etc. of the Board Meetings shall be subject to the laws/regulations, these Article of Associations and the Board Meeting Regulations to be set out in the Board Meetings.
Article26. The financial benefit such as remuneration, bonus etc. to the directors for consideration of their duties performed shall be resolved in the general meetings of the shareholders.
Article27. By a resolution of the Board of Directors, the Company may exempt the directors (including those who were directors) from the liabilities in accordance with sub-article 1 of Article 426 of the Company law within the limit stipulated by the laws and regulations.
2. By a resolution of the Board of Directors, the Company may enter into an agreement to exempt the directors (Excluding those who are executive directors, etc.) from the liabilities in accordance with sub-article 1 of Article 427 of the Company law within the limit stipulated by the laws and regulations. Provided always that the limit shall be the total sum of each of sub-article 1 of Article 425 of the Company law.
CHAPTER 5 STATUTORY AUDITORS
Article28. The Company shall maintain the statutory auditors.
Article29. The number of the statutory auditors of the Company shall not be greater than five (5).
Article30. The statutory auditors shall be elected in the general meeting of shareholders.
Article31. Such election shall be made by a majority of the voting rights of the shareholders present at the general meeting of shareholders where the shareholders holding not less than one-third (1/3) of the voting rights of all shareholders are present.
Article32. The term of office of a statutory auditor shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last closing of accounts within four (4) years after his assumption of office.
Article33. The remuneration etc. to the Statutory Auditors for consideration of their duties performed shall be resolved in the general meetings of the shareholders.
Article34. By a resolution of the Board of Directors, the Company may exempt the Statutory Auditors (including those who were statutory auditors) from the liabilities of the statutory auditors within the limit stipulated by the laws and regulations, in accordance with the provisions of the sub-article 1 of Article 426 of the Company law.
2. By a resolution of the Board of Directors, the Company may enter into an agreement to exempt the Statutory Auditors from the liabilities in accordance with sub-article 1 of Article 427 of the Company law within the limit stipulated by the laws and regulations. Provided always that the limit shall be the total sum of each of sub-article 1 of Article 425 of the Company law.
CHAPTER 6 ACCOUNTING AUDITORS
Article35. The Company shall maintain the Accounting Auditors.
Article36. The Accounting auditors shall be elected in the general meeting of shareholders.
Article37. The term of office of the Accounting Auditors shall expire at the conclusion of the ordinary general meeting of shareholders held with respect to the last closing of accounts within one (1) year after their assumption of office.
2. Unless any specific resolution on the Accounting auditors is made, the Accounting Auditors shall be deemed to be re-elected in the general meetings of the shareholders.
Article38. The remuneration to the Accounting Auditors shall be resolved, through the consent of the Statutory Auditors (In case where there are two or more statutory auditors, the majority of the statutory auditors), by the President and Director.
Article39. By a resolution of the Board of Directors, the Company may exempt the Accounting Auditors (including those who were Accounting Auditors) from the liabilities of the Accounting Auditors within the limit stipulated by the laws and regulations, in accordance with sub-article 1 of Article 426 of the Company law.
2. By a resolution of the Board of Directors, the Company may enter into an agreement to exempt the Accounting Auditors from the liabilities as above. Provided always that the limit shall be the total sum of each of sub-article 1 of Article 425 of the Company law
CHAPTER 7 ACCOUNTING
Article 40．The business year of the Company shall commence on April 1 of each year and shall end on March 31 of the following year.
Article 41．Dividends on shares shall be distributed to the shareholders appearing or recorded in the register of shareholders and the register of beneficial shareholders as of 31st March of every year.
2. Interim Dividends on shares shall be distributed to the shareholders appearing or recorded in the register of shareholders and the register of beneficial shareholders as of 30th September of every year.
3. The Company may further make dividends distribution by designating record-days.
Article 42．If a dividend on shares is not received within three (3) full years from the date on which the payment thereof commenced, the Company shall be discharged from its obligation to pay such dividend.
I hereby confirm that the above is the same to the original.
Date：June 9, 2020
Registry head office 4-32-22 Nishishinjuku Shinjuku-Ku, Tokyo
Fujita Corporation
Representative Director Yoji Okumura (with the company seal)