Articles of Incorporation
NAXIS CO., LTD.
Established: January 26, 1965
Amended: April 1, 2021
Chapter 1: General Provisions
Article 1 (Trade Name)
The name of the Company shall be NAXIS Co., Ltd.
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following businesses:
1. Planning, manufacturing, and sale of woven name labels and printed labels
2. Manufacturing and sale of textile products for clothing, packaging materials, and
decorative miscellaneous goods
3. Planning, design, and sale of store displays
4. Planning, production, and sale of advertising materials (such as corporate brochures,
product catalogs, advertising flyers, etc.)
5. Sale of textile products
6. Advertising agency services
7. Planning, design, management, operation of information systems and undertaking
thereof
8. Sale of computer peripheral equipment
9. Planning, production, and operation of various events
10. Sale of goods used in various events
11. Sale of clothing accessories
12. Manufacturing and sale of mobile information cards embedded with IC chips
13. Sale of leather products and other fashion miscellaneous goods
14. Sale of paper products
15. Acquisition, licensing, and sale of patent rights, utility model rights, design rights, and
trademark rights
16. All businesses incidental or related to the foregoing items
Article 3 (Location of Head Office)
The Company shall have its head office in Shibuya - ku, Tokyo.
Article 4 (Corporate Organs)
The Company shall have a Board of Directors and a Corporate Auditor.
However, the authority of the Corporate Auditor shall be limited to accounting matters.
Article 5 (Method of Public Notice)
Public notices of the Company shall be made by publication in the Nikkan Kogyo Shimbun.
Chapter 2: Shares
Article 6 (Total Number of Authorized Shares)
The total number of authorized shares of the Company shall be 230,000 shares.
Article 7 (Restriction on Transfer of Shares)
Transfer of shares of the Company shall require approval of the Board of Directors.
Article 8 (Request to Purchase Shares from Heirs, etc.)
The Company may request a person who has acquired shares through inheritance or other
general succession to sell such shares to the Company.
Article 9 (Grant of Subscription Rights to Shares, etc.)
In cases where shareholders are granted rights to be allotted shares or stock acquisition rights
in the offering of shares (including disposal of treasury shares) or stock acquisition rights, the
matters of the offering, the granting of such rights to shar eholders, and the date of application
shall be determined by resolution of the Board of Directors.
Article 10 (Request for Entry in Shareholder Register)
A person acquiring shares must submit a prescribed request form jointly signed or sealed by
both the registered shareholder (or their successor) and the acquirer.
However, if otherwise provided by law, the acquirer may request alone.
Article 11 (Registration of Pledge)
To register a pledge over shares, a prescribed application form signed or sealed by the pledgor
must be submitted. The same applies to cancellation.
Article 12 (Record Date)
Shareholders with voting rights recorded as of the end of each fiscal year shall be entitled to
exercise rights at the annual general meeting.
However, the Company may allow certain shareholders acquiring shares after the record date
to exercise rights if it does not harm existing shareholders.
The Board may also set a temporary record date when necessary.
Article 13 (Notification of Address, etc.)
Shareholders, pledgees, or their representatives must notify the Company of their name,
address, and seal using the prescribed form.
Changes must also be notified.
Documents submitted must bear the registered seal.
Article 14 (Issuance of Shares for Subscription)
Necessary matters regarding issuance of shares for subscription shall be determined by
resolution of the shareholders' meeting under Article 19(2).
However, the shareholders’ meeting may delegate to the Board within limits.
Allocation matters to shareholders shall be determined by the Board.
Chapter 3: General Meeting of Shareholders
Article 15 (Convocation)
The annual general meeting shall be held within three months from the day following the end
of each fiscal year.
Extraordinary meetings shall be held as necessary.
Meetings shall be convened by the President unless otherwise provided.
Article 16 (Omission of Convocation Procedures)
If all shareholders entitled to vote agree, a meeting may be held without formal procedures.
Article 17 (Place of Meeting)
Meetings shall be held at the head office or an adjacent location, unless all shareholders agree
otherwise.
Article 18 (Chairperson)
The President shall chair the meeting; if unavailable, another director shall act.
Article 19 (Method of Resolution)
Resolutions shall be passed by a majority unless otherwise required by law.
Special resolutions require 2/3 majority with quorum.
Article 20 (Deemed Resolution)
If all shareholders consent in writing/electronically, the proposal shall be deemed approved.
Article 21 (Proxy Voting)
Shareholders may exercise voting rights via another shareholder or relative as proxy.
Article 22 (Minutes)
Minutes must be prepared and kept at the head office for 10 years.
Chapter 4: Directors, Board of Directors, Representative Directors, and Auditor
Article 23 (Number of Directors)
At least three directors shall be appointed.
Article 24 (Qualifications)
Directors shall be selected from shareholders; however, non - shareholders may be appointed
by majority.
Article 25 (Election and Dismissal)
Directors are elected by majority vote (with quorum).
No cumulative voting.
Dismissal requires special resolution.
Article 26 (Term of Office)
Term is until the close of the annual meeting within 2 years.
Replacement terms align with predecessors.
Article 27 (Representative Director)
Up to two representative directors shall be appointed by the Board.
The representative director shall be the President.
Article 28 (Execution of Business)
The President oversees operations.
Other directors assist and execute daily duties.
Article 29 (Board Meeting Notice)
Notice must be given 3 days prior unless urgent.
Can be waived with unanimous consent.
Article 30 (Board Resolution)
Majority of attending directors required.
Article 31 (Deemed Board Resolution)
Unanimous written consent substitutes formal meeting.
Article 32 (Board Minutes)
Minutes must be prepared and kept for 10 years.
Article 33 (Number of Auditors)
At least one auditor shall be appointed.
Article 34 (Election/Dismissal of Auditors)
Same rules as directors.
Article 35 (Term of Auditor)
Term is up to 4 years.
Article 36 (Compensation)
Compensation is determined by shareholders' resolution.
Chapter 5: Accounts
Article 37 (Fiscal Year)
From January 1 to December 31.
Article 38 (Dividends)
Paid to shareholders recorded at fiscal year - end.
Article 39 (Limitation Period for Dividends)
Unclaimed dividends lapse after 3 years.
Nakamura Taiho