ARTICLES OF INCORPORATION
of
Kodama Corporation Co. Ltd
Revised 1st July 2016
Articles of Incorporation of Kodama Corporation Co. Ltd
Chapter I - General Provisions
(Corporate Name)
Article 1 The name of the Company shall be “KODAMA CORPORATION Co. LTD”.
(Objectives)
Article 2 The objectives of the Company shall be to engage in the following business activities: 1. Manufacturing and selling of clothing textiles.
2. Sale of clothes and miscellaneous goods.
3. Warehousing business
4. Goods packing and shipping business and contract
5. Importing and exporting of clothes and miscellaneous goods.
6. Real estate business
7. Advertising
8. All operations incidental to the above items
(Head Office)
Article 3 The head office of the Company shall be located in Fukuyama City, Hiroshima Prefecture.
(Method of Public Notice)
Article 4 Public notices of the Company shall be given by the Official Gazette
Chapter II – Shares of Stock
(Total number of shares issued by the company)
Article 5 The total number of shares of stock authorized to be issued by the Company shall be 8,500 shares. Of these, 5300 shares will be common shares, and 3200 shares will be non-voting stock with dividend preference.
(Non-voting stock with dividend preference)
Article 6 Non-voting stock with dividend preference issued by the company will be as follows:
1. When disbursing the surplus prescribed in the Articles of Incorporation, a dividend of ¥ 500 per share (hereinafter referred to as the “preferred dividend”) will be paid per share prior to the shareholders holding common stock.
2. No dividends will be paid in excess of priority dividends.
3. Shareholders with dividend-preferred no-voting shares do not have voting rights at the general meeting of shareholders unless otherwise provided for in laws and regulations
4. Even if the payment of priority dividends in a business year is less than the amount specified in paragraph 1, the shortfall often does not accumulate since the business year. Also, at that time, the voting rights will not revive.
(Type of stock certificate)
Article 7 Share certificates issued by the Company shall be of four types: 1 share certificate, 10 share certificates, 20 share certificates and 100 share certificates. However, you can issue a stock certificate that displays the number of other shares
(Issuance of stock)
Article 8 For shares of the company, issue share certificates. However, until the shareholder makes a request, the share certificate of the shareholder shall not be issued.
(Restrictions on transfer of shares)
Article 9 In order to acquire shares of the company by transfer, approval of the general meeting of shareholders is required.
2. The Company may acquire all or part of the shares held by a specific shareholder by resolution of a general meeting of shareholders.
3. In the case of the preceding paragraph, the Company shall not apply the provisions of Article 160, paragraph 2 of the Companies Act and paragraph 3 of the same Article.
(Request for description of items on shareholder register)
Article 10 In order to request that the shareholder enter the items on the shareholder registry in the shareholder registry, as a shareholder of the stock and the stockholders of the acquired stock person listed in the shareholder register or the heir or other general successor must sign or seal the invoice in the form prescribed by the company and jointly request it.
2. Notwithstanding the provisions of the preceding paragraph, if prescribed by an Ordinance of the Ministry of Justice, the share acquirer may be required to separately list in the entries on the shareholder registry.
(Registration of pledge and display of trust property)
Article 11 When requesting the registration or transfer registration or the display of a trust property in the Company's stock, the parties or both parties must submit a written certificate together with a registered seal on the prescribed invoice. The same applies when requesting deletion of the registration or display.
(Share certificate reissue)
Article 12 In order to request reissuance of stock certificates due to stock split, consolidation, corruption, etc., it must be signed and sealed a bill in the form prescribed by the Company and submit it along with the necessary documents.
2. In order to request a reissuance upon loss of a share certificate, you must sign or seal the share certificate for loss registration application in the form prescribed by the Company and submit it along with the necessary documents.
(Fee)
Article 13 When making a request prescribed in Article 3 above, we have to pay a fee prescribed by our company.
(Shareholder list closed and reference date)
Article 14 The Company will suspend changes in the shareholder registry from the day after the end of the fiscal year until the conclusion of the Ordinary General Meeting of Shareholders.
2. In addition to the preceding paragraph, when it is necessary to determine what should be exercised as a shareholder or a pledgee, public notice may be made in advance to stop the change of the entries in the shareholder registry for a fixed period or to set a reference date.
Chapter III – General Meeting of Shareholders
(Convocation)
Article 16 The Ordinary General Meeting of Shareholders of the Company shall be convened within three months from the end of each fiscal year well, and the Special General Meeting of Shareholders shall be convened on a temporary basis, as necessary.
(Abridgement of convocation procedure)
Article 17 A general meeting of shareholders may be held without conducting convocation procedures when there is the consent of all the shareholders who can exercise the voting right at the general meeting of shareholders.
(Chairperson)
Article 18 The President of the Company shall convene the General Meeting of Shareholders and act as its chairman
(Requirements for resolution and representative of voting rights)
Article 19 Resolution of the General Assembly shall be made similarly to the majority of the voting rights of the shareholders who can exercise the voting rights who attended, except where otherwise provided by laws and regulations or the Articles of Incorporation.
2. A resolution as stipulated in clause 2, Article 309 of Companies Act shall be passed by a two thirds (2/3) or greater majority of the voting rights of the shareholders that are present at the General meeting of Shareholders when the shareholders present hold one third (1/3) or more of the voting rights of the shareholders able to exercise their voting rights.
(Abridgement of voting)
Article 20 If the Director or the shareholder makes a proposal regarding a matter that is the purpose of the resolution of the general meeting of shareholders, if all shareholders who can exercise the voting right in the matter agree with the proposal in writing, make the proposal it shall be deemed that there has been a resolution of the general meeting of shareholders to the effect of passing.
(Meeting minutes)
Article 21 For the minutes of the general meeting of shareholders, the elements and results of the route and the matters specified by other laws and regulations shall be stated in the minutes. It shall be kept in our head office for 10 years
Chapter IV – Directors and Board of Directors
(Number of Directors)
Article 22 The Company shall have more than one (1) Directors.
(Election)
Article 23 Shareholders who have shares that are equal to or more than 1/3 of the total number of issued shares declare election of directors, and the majority of their voting rights do not constitute this, and they do not depend on cumulative voting.
2. Cumulative voting does not depend on the election of directors
(Term of Office of Directors)
Article 24 The term of office of a Director shall continue until the conclusion of the Annual General Meeting of Shareholders for the last business year ending within ten (10) year from the time of his/her election.
2. The term of office of directors elected as an increase or filling a vacancy due to the retirement of an director prior to the end of his/her term shall be conterminous with the remainder of the term of office of his/her predecessor.
(Representative Director and Directors with Title)
Article 25 The Board of Directors may, by resolution thereof, appoint Senior Managing Directors (Senmu-torishimariyaku), and Managing Directors (Jomu-torishimariyaku) of the Board of Directors.
(Representative Director, etc.)
Article 26 When there are two or more directors in the company, one representative director shall be appointed and determined by resolution of the general meeting of shareholders.
2. The representative should be President, and if there is only one (1) representative, the representative would be considered President.
3. The president represents the company and has general control over the business
(Remuneration and retirement benefits etc.)
Article 27 Remuneration for directors and corporate auditors shall be determined at the shareholders meeting
Chapter V – Corporate Auditors
(Number of Corporate Auditors)
Article 28 The number of auditors of the company shall be more than one (1).
(Method of appointment of auditor)
Article 29 Resolutions for election of corporate auditors shall attend by shareholders who hold shares equal to or more than 1/3 of the total number of issued shares and shall do so in a majority of the votes.
(Term of Office of Corporate Auditors)
Article 30 The term of Corporate Auditors shall expire at the closing of the ordinary general meeting of shareholders to be held for the last business year of the Company ending within ten (10) years after their election.
2. The term of any Auditor elected in order to increase the number of Auditors or to fill a vacancy shall be the balance of the term of the other Auditors who hold office at the time of its election.
(Remuneration)
Article 31 Remuneration for directors and corporate auditors shall be determined at the general meeting of shareholders.
Chapter VI – Accounting
(Business year)
Article 32 The business year of the company shall be from August 1st to July 31th each year.
(Payment of shareholder dividends)
Article 33 Dividend of surplus shall be determined by resolution of the general meeting of shareholders.
②At the place notified to the Company by the shareholders listed in the register of shareholders or registered share pledgees, despite the fact that the Company provided payment, if such shareholder or registered share pledgee does not receive it. From that time, it is attributed to the company by a full 3 years route.
The above is not different from the original
634-1 Shinichichotode, Fukuyama, Hiroshima
KODAMA CORPORATION Co.LTD
Representative Director Naohide Kuwayama