[Translation]
Articles of Incorporation
Yokogawa Bridge Corp.
( Prepared on April 10, 2007)
( Attested on April 10, 2007)
(Revised on August 1, 2007)
(Revised on June 27, 2008)
(Revised on June 27, 2014)
(Revised on January 8, 2015)
(Revised on October 1, 2015)
(Revised on June 29, 2016)
(Revised on June 25, 2020)
(Revised on June 25, 2021)
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CHAPTER 1 GENERAL PROVISIONS
Article 1. (Corporate Name)
This Company shall be called “Kabushikigaisha Yokogawa Bridge” (indicated as
“Yokogawa Bridge Corp.”, in English).
Article 2. (Purposes)
The purposes of this Company shall be to engage in the following businesses:
(1) Design, fabrication, building, examination, maintenance and construction
supervision of bridges, steel frames, steel towers, steel pipes and other structures
and buildings;
(2) Design, building of civil engineering works, architectural works and pre-stressed
concrete structures;
(3) Regular management, investigation, research, planning, supervision, technical
direction and consulting relating to above;
(4) Lease and sale of machinery and equipment for temporary use;
(5) Design, production, lease and sale of equipments for construction works;
(6) Electrical work and supply of electricity;
(7) Design, manufacturing, sale and construction of equipment and related machinery
for solar power electricity and wind electricity;
(8) Data processing and information providing business using computer information
network; developing and sale of software;
(9) Acquisition, development, and sale of intellectual property rights such as patent
rights;
(10) Manufacturing, lease and sale of data processing machinery;
(11) Planning and design of automatic production; manufacturing, installing, lease and
sale of automatic producing equipment;
(12) Design, manufacturing, sale of precision and measuring machineries, equipments
and related parts;
(13) Developing, installing, lease and sale of computer systems relating to casualty
anticipation, monitoring and structural figuration control;
(14) Design, construction and maintenance of waste disposal and treatment facilities;
(15) Waste disposal and recycling business for general and industrial waste;
(16) Dealings, lease, agency service, management and administration in real estate;
(17) Worker dispatch business;
(18) General and life insurance agency business;
(19) Security service business;
(20) Any businesses relating to or incidental to those described above.
Article 3. (Location of Head Office)
This Company shall have its head office in Funabashi-city, Chiba Pref..
Article 4. (Method of Public Notice)
Publishing in NIHON KEIZAI SHIMBUN.
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CHAPTER 2 SHARES
Article 5. (Total Number of Authorized Shares)
Total number of authorized shares to be issued by this Company shall be 30,000
shares.
Article 6. (Restriction on Transfer of Shares)
Regarding the assignment or the acquisition of the shares of this Company, the
shareholder or the acquirer must obtain the approval of the Board of Directors.
Article 7. (Determination of Entitlement to Allotment of Shares)
When this Company solicits subscribers for the shares this Company issues
(including by disposal of treasury shares) or the share options, this Company
prescribes the subscription requirements, statement to the effect that the entitlement
to the allotment of the shares or the share options will be granted to shareholders,
and the day for the application for subscription by the resolution of the Board of
Directors.
Article 8. (Share Handling Rules)
The handling of shares and the handling charges shall be prescribed by the Board of
Directors, and be complied with the relevant laws and this Articles of Incorporation.
CHAPTER 3 SHAREHOLDERS MEETING
Article 9. (Convener and Chairperson of Shareholders Meeting)
(1) Annual shareholders meeting of this Company shall be called in June, and an
extraordinary shareholders meeting may be called whenever necessary.
(2) Unless otherwise prescribed by the laws and regulations, shareholders meeting shall
be called and chaired by the President Director of this Company based upon the
resolution of the Board of Directors. In the absence or disability of the President
Director, one of the other Directors shall call the shareholders meeting in
accordance with the sequence prescribed by the Board of Directors in advance.
Article 10. (Record Date for Annual Shareholders Meeting)
This Company shall deem the shareholders whose names have been entered or
recorded in the latest register of shareholders as of 31st of March each year to be
the shareholders who are entitled to exercise their rights at the annual shareholders
meeting for the relevant business year.
Article 11. (Resolutions)
Unless otherwise prescribed by the laws and regulations or this Articles of
Incorporation, resolutions of a shareholders meeting shall be made by a majority of
the votes of the shareholders present at such meeting.
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CHAPTER 4 DIRECTORS AND THE BOARD OF DIRECTORS
Article 12. (Number of Directors)
This Company shall have not more than sixteen (16) directors.
Article 13. (Election of Directors)
(1) Directors shall be elected by the resolution of a shareholders meeting.
(2) The resolution of the election of Directors shall be made by a majority of the votes
of the shareholders present at the meeting where the shareholders holding a
majority of one third of the votes of the shareholders who are entitled to exercise
their votes are present.
(3) The election of Directors of this Company shall not be by cumulative voting.
Article 14. (Directors’ Terms of Office)
Directors’ terms of office shall continue until the conclusion of the annual
shareholders meeting for the last business year which ends within two (2) years
from the time of their election.
Article 15. (Representative Director)
By its resolution, the Board of Directors shall elect (one or more) Directors who
represent this Company from among its Directors with specific title in the
preceding article.
Article 16. (Executive Officer)
(1) By its resolution, the Board of Directors shall elect (one or more) Executive
Officers from among its members.
(2) Matters concerning executive officers shall be in accordance with the rules of
executive officers stipulated by a resolution of the Board of Directors.
Article 17. (Board of Directors)
This Company shall have the Board of Directors.
Article 18. (Convener and Chairperson of Board of Directors Meeting)
(1) Unless otherwise prescribed by the laws and regulations, the Board of Directors
meeting shall be called and chaired by the President Director. In the absence or
disability of the President Director, one of the other Directors shall act on his/her
behalf in accordance with the sequence prescribed by the Board of Directors in
advance.
(2) Notice of calling in the preceding paragraph shall be dispatched to each director
and Statutory Auditor no later than two (2) days prior to the date of such meeting.
However, such period of notice may be shortened in the case of emergency.
Article 19. (Resolutions)
Resolutions of the Board of Directors meeting shall be made by a majority of the
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Directors present at the meeting where the majority of the Directors are present.
Article 20. (Omission of Resolution)
This Company shall consider the resolution of the Board of Directors meeting has
been made in case the requirements of the Article 370 of the Companies Act are
fulfilled.
Article 21. (Remunerations for Directors)
The financial remuneration received from this Company as a consideration for the
execution of the duties, such as remunerations and bonuses (hereinafter referred to
as “Remunerations”) of the Directors shall be fixed by the resolution of a
shareholders meeting.
CHAPTER 5 STATUTORY AUDITORS
Article 22. (Number of Statutory Auditors)
This Company shall have not more than four (4) Statutory Auditors.
Article 23. (Election of Statutory Auditors)
(1) Statutory Auditors shall be elected by the resolution of a shareholders meeting.
(2) The resolution of the election of the Statutory Auditors shall be made by a majority
of the votes of the shareholders present at the meeting where the shareholders
holding a majority of one third of the votes of the shareholders who are entitled to
exercise their votes are present.
Article 24. (Statutory Auditors’ Terms of Office)
(1) Statutory Auditors’ terms of office shall continue until the conclusion of the annual
shareholders meeting for the last business year which ends within four (4) years
from the time of their election.
(2) The term of office of a Statutory Auditor, who is elected as the substitute for a
Statutory Auditor who retired from office before expiration of the term of office,
shall continue until the term of office of the Statutory Auditor who retired from
office expires.
Article 25. (Remunerations for Statutory Auditors)
Remunerations for the Statutory Auditors shall be fixed by the resolution of a
shareholders meeting.
CHAPTER 6 ACCOUNTING AUDITORS
Article 26. (Accounting Auditor)
This Company shall have an Accounting Auditor.
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Article 27. (Election and Term of Account Auditor)
(1) The Accounting Auditor shall be elected by the resolution of a shareholders
meeting.
(2) The term of office of the Accounting Auditor shall continue until the conclusion of
the annual shareholders meeting for the last business year which ends within one
(1) year from the time of his election.
(3) Unless otherwise resolved at the annual shareholders meeting under the preceding
paragraph, the Accounting Auditor shall be deemed to have been re-elected at such
shareholders meeting.
Article 28. (Remunerations for Accounting Auditor)
Remunerations for the Accounting Auditor shall be decided by the Representative
Director with the consent of the majority of the Statutory Auditors.
CHAPTER 7 ACCOUNTS
Article 29. (Financial Year)
The financial year of this Company shall commence on 1st of April each year and
end on 31st of March in the following year.
Article 30. (Year-End Dividends)
This Company shall distribute cash dividends from surplus (referred to as the
“Year-End Dividends” in this Articles of Incorporation) to the shareholders or
registered share pledges whose names have been entered or recorded in the latest
register of shareholders as of 31st of March each year.
Article 31. (Interim Dividends)
By resolution of the Board of Directors, this Company may distribute cash
dividends from surplus (referred to as the “Interim Dividends” in this Articles of
Incorporation) to the shareholders or registered share pledges whose names have
been entered or recorded in the latest register of shareholders as of 30th of
September each year.
Article 32. (Period to be excluded for Dividends of Shares etc.)
(1) In the event that the dividends from surplus are to be paid in cash, this Company
shall be released from the obligation to distribute dividends from surplus if such
distribution has not been accepted after the lapse of three (3) full years from the
date of commencement of payment thereof.
(2) Unreceived Year-End Dividends and Interim Dividends of this Company shall bear
no interest.
(The End)