ARTICLES OF INCORPOR ATION
(AMENDED IN OCTOBER 2017)
Yurtec Corporation
Articles of Incorporation of Yurtec Corporation
CHAPTER 1 GENERAL PROVISIONS
(Trade Name)
Article 1 The trade name of the company shall be Kabushiki Kaisha Yurtec in Japanese and Yurtec Corporation in English.
(Objectives)
Article 2 The objectives of the company shall be to engage in the following business:
Electric, communications, civil engineering , and construction works
Piping works for air conditioning, sanitary facilities, water supply, and others
Selling of generated output by wind force, etc.
Water measuring and geographical investigation
Purchasing, leasing and selling of automobile, office equipment, tele-communication equipment, generating equipment and machines/appliances for construction
Investigation, planning, survey, designing , maintenance, supervising , engineering and consulting business related to any of the foreign item numbers
Forwarding
Dealing and processing , selling of industrial waste
Production and distribution of soft drinks
Purchasing and selling of electrical machines/appliances and materials
Lease, selling and management for land/building
Security business
Temporary personnel service
Any and all other business incidental to any of foregoing item numbers
(Head office)
Article 3 The company shall have its head office in Sendai.
(Method of public notice)
Article 4 The company shall adopt an electric Public Notice as its method for Public Notice.
Article 4-2 In the event that the company can not use the electronic Public Notice due to any unavoidable cause, the company shall publish its Public Notice the "Nihon Keizai Shimbun" published in Tokyo and the "Kahoku Shimpo" published in Sendai.
CHAPTER 2 SHARES
(Total number of shares authorized to be issued)
Article 5 The total number of shares authorized to be issued by the company shall be one hundred sixty million (160,000,000) shares.
(Acquisition of treasury stocks)
Article 6 The company is able to acquire treasury stocks at capital market by resolution of The Board of Directors.
(Number of shares constituting one unit of stock)
Article 7 The number of shares constituting one (1) unit of stock shall be one hundred (100).
(Buy further shares below one unit)
Article 8 The shareholder of the company, who have shares below one unit, is able to claim the further shares increasing his/her share up to one unit of stock by the share handling regulation adopted by the Board of Directors.
(Right of Shares Constituting less than One Unit)
Article 9 Shareholders (including beneficial shareholders, and the same shall apply hereinafter) of
the company shall not be entitles to exercise any rights other than the following rights in respect of shares constituting less than one unit:
Rights listed in each item of the Company Law, Article 189, paragraph 2.
Rights to request acquisition of shares with acquisition request.
Right to receive allocation of stock for subscription or stock acquisition rights. 4. Rights to demand as provided in Article 8.
(Manager of register of shareholders)
Article 10 The company shall appoint manager of the register of shareholders .
Article 10-2 The manager of the register of shareholders and administrative office shall be decided by a resolution of the Board of Directors and a public notice thereof shall be given. have a transfer agent for the shares .
(Share handling regulations)
Article 11 Registration of changes of shareholders, purchase of shares constituting less than one unit of stock and other business relating to shares and handling fees shall be governed by law, this article and the share handling regulations adopted by the Board of Directors.
(Record date)
Article 12 Shareholders entitled to exercise their rights at the Ordinary General Meeting of Shareholders concerning the fiscal year shall be those who are registered as such on the shareholders' register as at the closing thereof on 31st of March of each business term .
Article 12-2 In addition to the cases referred to in the preceding paragraph or other Articles, the shareholders or the registered pledgees of shares entitled to exercise their rights shall be, by giving prior notices, those who are registered as such on the shareholders or the registered pledgees of shares register as at a certain day whenever necessary .
CHAPTER 3 GENERAL MEETING OF SHAREHOLDERS
(Convocation of General Meeting of Shareholders)
Article 13 An Ordinary General Meeting of Shareholders of the company shall be convened in June of every business term and an extraordinary general meeting of shareholders shall be convened whenever necessary by the president subject to resolution of the Board of Directors.
Article 13-2 In case the president is absent or unable to act, the said meeting shall be convened by one of the other representative directors in the order previously determined by the Board of Directors.
(Internet disclosure of reference documents for General meetings of shareholders , etc)
Article 14 The company may be deemed to have provided to the share holders, upon the convocation of general meetings of shareholders, any information concerning the matters to be described or indicated in the reference documents for general meetings of shareholders, business reports, financial statements , consolidated financial statements, accounting audit reports and audited reports, by disclosing such items through the internet pursuant to the provisions set forth by the regulations stipulated by the Ministry of Justice.
(Chairperson)
Article 15 The president shall preside over the meeting.
Article 15-2 In case the president is absent or unable to act, one of the other representative directors shall preside over the meeting in the order previously determined by the Board of Directors.
(Method of resolutions)
Article 16 Unless otherwise provided for by ordinances or these Article of Incorporation, resolutions of a General Meeting of Shareholders shall be adopted by a majority of the voting rights of the shareholders present thereat.
Article 16-2 The resolutions of general meeting of shareholders governed by paragraph 2, Article 309 of the Company Law shall require the attendance of shareholders holding not less than one-third (1/3) of the total number of voting rights held by all the shareholders who are entitled to exercise voting rights and shall be adopted by the vote of two-third (2/3) or more of the voting rights held by such shareholders attending the meeting .
(Proxy of voting right)
Article 17 A shareholder may exercise his voting rights at a General Meeting of Shareholders by a proxy who shall also be a shareholder of the company entitled to exercises voting rights. In this case, the proxy shall submit his power of attorney to the company.
(Minutes of General Meeting of Shareholders)
Article 18 The substance of proceedings and the results at a General Meeting of Shareholders shall be recorded in the minutes by the regulations stipulated in Law.
(Remuneration of directors and auditors)
Article 19 Amount of remuneration of directors shall be determined by resolutions of a General Meeting of Shareholders and each amount of dividend shall be determined by resolution of Board of Directors.
Article 19-2 Amount of remuneration of auditors shall be determined by resolutions of a General Meeting of Shareholders and each amount of dividend shall be determined by discussion of auditors .
CHAPTER 4 DIRECTORS AND BOARD OF DIRECTORS
(Constitute)
Article 20 The company shall constitute the board of Directors
(Number)
Article 21 The number of Directors of the company shall not be more than fifteen (15).
(Election)
Article 22 The directors of the company shall be elected at a General Meeting of Shareholders. Article 22-2 An election of a director shall require the attendance of shareholders holding not less than one-third (1/3) of the total number of voting rights held by all the shareholders who are entitled to exercise voting rights and shall be adopted by a majority of the voting rights held by such shareholders attending the meeting.
Article 22-3 Cumulating voting shall not be used for the election of the directors.
(Term of office)
Article 23 The term of office of the director shall expire at the closing of the Ordinary General Meeting of Shareholders to concerning the last business term within two (1) years after his or her assumption of the office.
(Consistency and convocation of the board of directors)
Article 24 The Board of Directors shall consist of the directors.
Article 24-2 The Board of Directors shall be convened by the president. In case the president is absent or unable to act, the meeting shall be convened by one of the other directors in the order previously determined by the Board of Directors.
Article 24-3 Notice to convene a meeting of the board of directors shall be given to each of the directors and the auditors not less than three (3) days prior to the date set for such meeting, provided, however, that the above requirement may be waived when all directors and auditors so consent.
(Chairperson of the board of director)
Article 25 The president shall preside over the Board of Directors. In case the president is absent or unable to act, one of the other directors shall preside over the meeting in the order previously determined by the Board of Directors.
(Resolution of the Board of Directors)
Article 26 The Board of Directors shall determine, besides the matters provided by ordinance or these Articles of Incorporation, other important matters related to any of the business of the company.
(Method of adopting resolutions of the Board of Directors)
Article 27 Resolutions of a meeting of the Board of Directors shall be adopted by a majority of the directors present thereat who shall constitute a majority in number of all the directors .
(Omission of resolution of the Board of Directors)
Article 28 The company may deemed to have resolution as approved by the Board of Directors when all directors so consent with records by notice or electromagnetically. However it does not apply in case an objection has raised by the Auditor.
(Minutes of meetings of the Board of Directors)
Article 29 Resolution of the Board of Directors shall be recorded in the minutes by the regulations stipulated in Law, and the directors and the auditors present thereat shall affix their names and seals or digital sign thereto.
(Representative directors)
Article 30 The Board of Directors may, by its resolutions, appoint one president, and a number of vice presidents, senior managing directors and managing directors at the company.
Article 30-2 The president, vice presidents and senior managing directors shall represent the company respectively.
(Execution of business of representative directors)
Article 31 The president shall, subject to resolutions of the Board of Directors, control over all business of the company.
Article 31-2 Vice presidents and senior managing directors shall support the president and conduct
daily business of the company.
Article 31-3 In case the president is absent or unable to act, one of the other representative directors shall take the place of him.
(Chairman)
Article 32 The Board of Directors may, by its resolutions, appoint one chairman. Article 32-2 The chairman shall represent the company.
Article 32-3 In case that the chairman is elected, the expression of "the President" mentioned in Article 13, Article 15, Article 24 and Article 25 shall be substituted by "the Chairman".
(Regulations for the Board of Directors)
Article 33 Regulations for the Board of Directors shall be provided by the share handling regulations adopted by the Board of Directors and also stipulated by ordinance or the Articles of Incorporation.
(Exemption of liabilities of directors)
Article 34 The company may, with a resolution of the Board of Directors provided in paragraph 1, Article 426 of the Company Low, exempt liabilities of directors (including former directors) provided in paragraph 1, Article 423 of the same to extent of the low.
Article 34-2 The company may, as provided in paragraph 1, Article 427 of the Company Low, conclude the contract that liabilities provided in paragraph 1, Article 423 of the same shall be limited to the extent of the amount stipulated by the decree among with outside directors.
CHAPTER 5 AUDITORS AND BOARD OF AUDITORS
(Constitute)
Article 35 The company shall constitute the Board of auditors
(Number)
Article 36 The number of Auditors of the company shall not be more than five (5)
(Election)
Article 37 The auditors of the company shall be elected at a General Meeting of Shareholders. Article 37-2 An election of a auditors shall require the attendance of shareholders holding not less than one-third (1/3) of the total number of voting rights held by all the shareholders who are entitled to exercise voting rights and shall be adopted by a majority of the voting rights held by such shareholders attending the meeting.
(Term of office)
Article 38 The term of office of the auditors shall expire at the closing of the Ordinary General Meeting of Shareholders concerning the last business term within four (4) years after his assumption of the office.
Article 38-2 A vacancy of auditors shall be the remainder of the term of office of his predecessor.
(Consistency and convocation of the Board of Auditor s)
Article 39 The Board of Auditors shall consisted by the auditors of the company.
Article 39-2 Notice to convene a meeting of the Board of Auditors shall be given to each of the auditors not less than three (3) days prior to the date set for such meeting, provided, however, that the above requirement may be waived when all auditor so consent.
(Method of adopting resolutions of the Board of Auditors)
Article 40 Unless otherwise provided for by ordinance, resolutions of a meeting of the Board of Auditors shall be adopted by a majority of the auditors.
(Minutes of meetings of the Board of Auditors)
Article 41 The substance of proceedings and the results at a meeting of the Board of Auditors shall be recorded in the minutes and the auditors present thereat shall affix their names and seals or digital sign thereto.
(Full-time auditors)
Article 42 The auditors shall appoint full-time auditors form among the auditors.
(Regulations for the Board of auditors)
Article 43 Regulations for the Board of Auditors shall be provided by the share handling regulations adopted by the Board of Auditors and also stipulated by ordinance or the Articles of Incorporation.
(Exemption of liabilities of auditors)
Article 44 The company may, with a resolution of the Board of Directors provided in paragraph 1, Article 426 of the Company Low, exempt liabilities of auditors (including former auditors) provided in paragraph 1, Article 423 of the same to extent of the low.
Article 44-2 The company may, as provided in paragraph 1, Article 427 of the Company Low, conclude the contract that liabilities provided paragraph 1, Article 423 of the same shall be limited to the extent of the amount stipulated by the decree among with outside auditors.
CHAPTER 6 Independent auditor
(Designation of Independent auditor)
Article 45 The company shall designate the Independent auditor.
(Election)
Article 46 The auditors of the company shall be elected at a General Meeting of Shareholders.
(Term of office)
Article 47 The term of office of the Independent auditor shall expire at the closing of the Ordinary General Meeting of Shareholders concerning the last business term within one (1) years after his assumption of the office.
Article 47-2 It deemed to be reappointed the Independent auditor when there is no resolution at the General Meeting of shareholders.
(Remuneration of the Independent Auditor)
Article 48 Amount of remuneration of Independent Auditor shall be determined by representatives of the company with consent of the Board of Auditors.
CHAPTER 7 ACCOUNTING
(Business term)
Article 49 The business term of the company shall be from 1st of April to 31st of March of the following year.
(Dividends)
Article 50 Dividends on shares shall be paid to the shareholders and the registered pledgees of shares who are registered as such on the shareholders' register as at the closing thereof on 31st of March of each year.
(Interim dividends)
Article 51 The company may, by a resolution of the Board of Directors, pay dividends pursuant to the provisions of Article 454, paragraph 5 of The Company Law (hereinafter referred as the "interim dividends") to the shareholders and the registered pledgees of shares who are registered as such on the shareholders' register as at the closing thereof on 30th of September of each year.
(Prescription for dividends)
Article 52 The company shall not be obliged to pay any dividends and interim dividends that are remaining unclaimed by the shareholders and the registered pledgees of shares for three (3) years from the date of commencement of payment thereof.
Registered as of Amended as of Amended as of Amended as of Amended as of Amended as of Amended as of Amended as of
September 15, 1944
October 5, 1951
February 6, 1956
November 29, 1960
November 30, 1961
May 29, 1963
May 29, 1964
November 30, 1967
Amended as of Amended as of Amended as of Amended as of Amended as of Amended as of Amended as of Amended as of
June 26, 1991
June 28, 1994
June 25, 1998
June 28, 2000
June 26, 2002
June 26, 2003
June 25, 2004
June 28, 2005
Amended as of Amended as of Amended as of Amended as of
May 29, 1971
May 31, 1975
June 30, 1977
June 30, 1982
Amended as of Amended as of Amended as of Amended as of
June 28, 2006
June 27, 2007
June 25, 2009
June 28, 2011
Amended as of Amended as of
June 26, 1986
June 29, 1987
Amended as of Amended as of
June 24, 2015
July 26, 2017
Amended as of
June 27, 1990
Amended as of
October 1, 2017
I hereby certify that this document is the original ARTICLES OF INCORPORATION.
July 26, 2018
Yurtec Corporation President: SATAKE Tsutomu
Certificate of All Present Matters
4-1 -1, Tsutsujigaoka , Miyagino-ku , Sendai-shi, Miyagi -ken , Japan 983-8622 YURTEC CORPORATION
Company Registration
No. 3700-01 -006286
Corporate Tit l e
YURTEC CORPORATION
Head Office
4-1-1, Tsutsujigaoka, Miyagino-ku , Sendai-shi , Miyagi-ken , Japan 983-8622
Public Notification Method
Public notification of this company shall be done by the means of electronic notification.
http://www.yurtec.co.jp/
lncase, the electronic notification is not possible, it shall be done by means of inscription on Nikkei Shimbun Daily Newspaper in Tokyo and Kahoku Shimpo Daily Newspaper in Sendai city.
Modified on June 28, 2006
Registered on July 10, 2006
Company Establishment
Date
October 10, 1944
Objectives
l. Electrical, Communication, Civil and Building Construction Works
2. Air Conditioning, Heating and Cooling, Sanitary, Water Supply and other Plumbing Works
3. Services related to electric power generation and distribution
Geological and hydrographical survey
Purchase, Leasing and Sales of Motor Vehicles, Office Appliances, Electro-communication Equipment, Electric Power Generator and Mechanical Equipment for Building Construction
investigation and Research, Planning, Survey, Designing, Maintenance, Supervision, Engineering and Consultancy Services in connection to the preceding articles
Cargo Transportation Service
Treatment, Processing and Sales of Industrial Waste
Production and Sales of cooling beverages
Purchase and Sales of Electro-mechanical Equipment and Materials
Leasing, Sales and Management of Land and Building Premises and Facilities
Security and Guard Service
Labor Dispatch Service
All the Operations associated with preceding articles
Modification as of June 24, 2015 Registered on July 07, 2015
Initial Numbers of Share Capital
100 shares
Issued Capital
160,000,000
Paid-up Capital Type and Qty
Total paid-up capital 72,224,462
Capital Amount
JPY 7,803,900,000
4-1 -1, Tsutsujigaoka, Miyagi no-ku, Scndai-shi, Miyagi -ken, Japan 983-8622 YURTEC CORPORATION
Name, address and office of Corporate Agent for Stock
Ad ministration
Mitsubishi UFJ Trust & Banking Corporation, Head Office
1 -4-5 Marunouchi, Chiyoda-ku , Tokyo, Japan
Mitsubishi UFJ Trust & Banking Corporation, Corporate Agency Service-Stock Administration Department
1 -4-5 Marunouchi, Chiyoda-ku, Tokyo, Japan
Modification as of October 01, 2005 Registered on October 06, 2005
Articles on Officials
Di rector
SATAKE Tsutomu
Reappointed on June 26, 2018
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Registered on July 9, 2018
Director
OTA Yoshiharu
Reappointed on June 26, 201 8
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Registered on July 9, 2018
Director
MARUYAMA Minoru
Reappointed on June 26, 2018
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Registered on July 9, 2018
Director
WATANABE Yoichi
Reappointed on June 26, 2018
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Registered on July 9, 2018
Director
NAKAYAMA Noriyoshi
Reappointed on June 26, 2018
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Registered on July 9, 2018
Di rector
SAKAMOTO Mitsuhiro
Reappointed on June 26, 2018
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Registered on July 9, 2018
Director
MITSUI Seiichi
Reappointed on June 26, 2018
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Registered on July 9, 20 1 8
Director
FUKUI Kuniaki
Reappointed on June 26, 20 1 8
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Registered on July 9, 201 8
Director
OIKAWA Masahiro
Reappointed on June 26, 2018
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Registered on July 9, 2018
Director
KOBAYASHI Ikumi
Reappointed on June 26, 20 1 8
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Registered on July 9, 2018
Director
OGASAWARA Tatsuji
Reappointed on June 26, 2018
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Registered on July 9, 2018
4-1 -1, Tsutsujigaoka, Miyagino-k u, Sendai-shi , Miyagi-ken , Japan 983-8622
YURTEC CORPORATION
3-4- 1, Nagamaehiminami, Taihaku-ku, Sendai-shi Representative Director SATAKE Tsutomu
Reappointed on June 26, 2018
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Registered on July 9, 2018
2-12-2, Yagiyarna-honcho, Taihaku-ku, Sendai-shi Representative Director OTA Yoshiharu
Reappointed on June 26, 2018
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Registered on July 9, 2018
2-7-30-1 1 08, Higashinakada, Taihaku-ku, Sendai-shi Representative Director OLKAWA Masabiro
Reappointed on June 26, 2018
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Registered on July 9, 2018
Auditor YAMAMOTO Shunji
Reappointed on June 24, 2018
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Registered on July 7, 2018
Auditor ONO Koichi (Third Party Audit)
Reappointed on June 24, 2018
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Registered on July 7, 2018
Auditor KATO Hiroyuki
Reappointed on June 24, 2018
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Registered on July 7, 2018
Auditor ONODERA Yuicbi (Third Party Audit)
Reappointed on June 27, 2018
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Registered on July 11, 2018
Auditor TAKAU RA Yasunari (Third Party Audit)
Reappointed on June 26, 2018
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Registered on July 9, 2018
Auditing Bureau ERNST & YOUNG SHINNIHON
LLC
Reappointed on June 26, 2018
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Registered on July 9, 2018
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Reappointed on June 26, 2018
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Registered on July 9, 2018
Provisions for exemption of
liability for company directors and others
ln accordance with the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt any Director (including any former Director) form the liability as provided for by Article 423, Paragraph l of the Companies Act to the extent permitted by the laws and regulations.
In accordance with the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt any Auditor (including any former Auditor) form the liability as provided for by Article 423, Paragraph 1 of the Companies Act to the extent permitted by the laws and regulation.
Provided on June 28, 2011 Registered on July 8, 2011
4-1 -1, Tsutsujigaoka, Miyagino-ku, Scndai-shi, Miyagi-ken, Japan 983-8622
YURTEC CORPORATION
Provisions for
exempt ion of liability for non-executive
directors and others
ln accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with an Director (except the exective directors) to limit the liability of same as provided for by Article 423, Paragraph 1 of said Law.
ln accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into an agreement with an Auditor to limit the liability of same as provided for by Article 423, Paragraph 1 of said Law.
Provided on June 24, 2015 Registered on July 7, 2015
Article regarding BOD appointed company
Board of Directors Appointed Company
Registered on May 1, 2006 as per Clause 87, Article 136 of
Regulation 2005
Article regarding Registered Auditors appointed company
Auditors Appointed Company
Registered on May l, 2006 as per Clause 87, Article l 36 of
Regulation 2005
Article regarding Board of Registered Auditors
Board of Registered Auditors Appointed Company
Registered on July 10, 2006
Article regarding Registered Auditing Bureau Appointed company
Auditing Bureau Appointed Company
Registered on July 10, 2006
It is hereby certified that above mentioned is the full text version of the registered contents, and transcript of the records of Company Formation Registry at the Registrar of this Office which is effective at present.
(Under the jurisdiction of Sendai City Legal Affairs Bureau)
July 25, 201 8
Sendai City Legal Affairs Bureau Registrar
SAKU RADA Noriko
Official Seal