Fujita_Articles of Association(EN)20170627

(TRANSLATION) ARTICLES OF ASSOCIATION OF KABUSHIKI KAISHA FUJITA As of 27 June 20 1 7 KABUSHIKI KAISHA FUJITA (FUJITA CORPORATION) 1 (These Articles of Association became effective on 27 June 20 1 7 .) 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: (1) Contracting, planning, design, supervision and consulting activities for construction works; (2) Research, planning, design supervision and consulting activities for space development, ocean development, regional development, urban development, natural resources development and improvement of the envi ronment.; (3) Activities concerning sale and purchase, exchange, lease and administration of real estate and agency or brokerage thereof, and evaluation of real estate; (4) Activities for second class financial instruments and exchange as per the financial instruments and exchange laws, its related investment cons (5) Activities related to real estate specific joint - venture laws; (6) Activities concerning preparation of housing site s and sale thereof in lots and construction of houses and sale thereof in lots; (7) Activities concerning investigation of conditions and elimination of soil contamination; (8) Activities concerning maintenance and administration of buildings, structures and their facilities; (9) Possession, management and consulting activities for accommodation facilities, sports facilities, recreation facilities, health and medical facilities, educational facilities, restaurants, and travel agent business es ; (10) Planning, development, ac quisition, 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; (11) Business concerning development, sale, lease, maintenance and 2 control of computer equipment and electronic equipment; (12) Business concerning planning, development and sale of information communication systems; (13) Business concerning research and development of multimedia systems; (14) Manufacture, processing, sale and lease of material s, machinery and equipment and mechanical installation systems for construction; (15) Business concerning r esearch, development, manufacture, sale, lease, and, maintenance and administration, and export and import of housing environment al equipment s ; (16) Staff and labour sourcing business; (17) Loan activities ; and (18) Any business incidental to any of the foregoing items. Article3. The company shall have its head office in Shi njuku - ku, Tokyo. Article4. Public notices of the Company shall be given through electr onic publication . In case electronic publication is not available, they shall be given in the Nihon Keizai Shimbun newspaper. CHAPTER 2 SHARES Art icle5. The total number of shares of the capital stock to be issued by the Company shall be five hundred an d forty - five million ( 545 ,000,000) . Article 6 . The number of shares constituting one unit of shares of the Company shall be one hundred (100) . Article 7 . Shareholders are not eligible to exercise the right of the shares less than one unit except as below; (1) the right stated in sub - article 2 of Article 189 of the Company law. (2) the right to request stated in sub - article 1 of Article 166 of the Company law. (3) the right to receive allotment of share subscription and to receive allotment of reservation of share subscription 3 Article 8 . The exercise of the rights of the shareholders of the Company, the share handling and the fees t hereto shall be subject to the laws/regulations concerned, these Articles of Association and the Share Handling Regulations established by the Board of Directors. Article 9 . The Company shall have a transfer agent with respect to its shares. 2. The trans fer 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 warran t , the register of loss of sha re 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 acquirer s shall obtain approval by the Board of Directors in a dvance. 2. The shareholders or the acquirers shall request above approval in written. CHAPTER 3 GENERAL MEETINGS OF SHAREHOLDERS Article1 1 . 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 necess ary. Article1 2 . The venue for General meetings shall be in the Tokyo metropolitan area. Article1 3 . The President and Director shall presi de over the general meetings of shareholders. 2. In case the President and Director are unable to do so, anothe r director shall act as the chairman of the meetings in the order previously determined by the Board of Directors. Article 1 4 . Unless otherwise provided for by the laws an d regulations or these Articles of Incorporation, resolutions of general meetings of shareholders shall be 4 adopted by a majority of the voting rights of the shareholders present at the meetings. 2. Special resolutions set forth in 2, Article 3 09 of the Co mpany law shall be adopted by two - thirds (2/3) or more of the voting right s 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. Article 1 5 . A shareholder ma y exercise his voting rights by proxy. Howe ver, 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 Article 1 6 . The Company shall establish and maintain a Board of Directors. Article 1 7 . The number of t he directors of the Company shall be fif teen (1 5 ) or less . Article 1 8 . 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 pre sent. 3. No cumulative voting shall be employed in the election of directors. Article 19 . 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 ac counts within one ( 1 ) year after his assumption of office. Article2 0 . 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 . Article 2 1 . The Company may elect by a resolution of the Board of Directors one (1) 5 Chairman and Director, one (1) President and Director, one (1) or more Executive V ice Presidents and Directors, Senior Managing Directors and Managing Directors. Article 2 2 . By a resolution of the Board of Directors, one (1) or more directors who shall represent the Company shall be elected. Article 2 3 . By a resolution of the Board of D irectors, senior advisers may be elected. Article 2 4 . 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. Article 2 5 . 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. Article 2 6 . 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. Article 2 7 . By a resolution of the Board of Directors, the Company may exempt the directors (including those who were directo rs) 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 externa l directors 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 th e Company law. 6 CHAPTER 5 STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS Article 2 8 . The Company shall maintain the statutory auditors and the Board of statutory auditors . Article 29 . The number of the statutory auditors of the Company shall not be g reater than f ive ( 5 ). Article 3 0 . The statutory auditors shall be elected in the general meeting of shareholders. Article 3 1 . 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. Article 3 2 . The term of office of a statutory auditor shall expire at the conclusion of the ordinary general meeting of sharehol ders held with respect to the last closing of accounts within four (4) years after his assumption of office. Article 3 3 . The Board of statutory auditors shall resolve election of the f ull - time statutory auditor(s) among the statutory auditors. Article 3 4 . The notice for convening a meeting of the Board of Statutory Auditors shall be sent to each 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 Statutory Auditors may be convened without aforementioned notice formalities provided always that there is unanimous consent by all of the A u ditors Article 3 5 . All issues, particulars etc . of the Board Meetings of Statutory Auditors shall be subject to the laws/regulations, these Article of Associations and the Board Meeting Regulations to be set out in the Board Meetings. 7 Article 3 6 . The remuneration etc . to the Statutory Auditors for consideration of their duties performe d shall be resolved in the general meetings of the shareholders. Article 3 7 . By a resolution of the Board of Directors, the Company may exempt the S tatutory A uditors (including those who were statutory auditors) from the liabilities of the statutory audito rs within the limit stipulated by the laws and regulations, in accordance with the provisions of the sub - article 1 of Article 426 of the C ompany law. 2. By a resolution of the Board of Directors, the Company may enter into an agreement to exempt the external 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 Article 3 8 . The Company shall maintain the Accounting Auditors. Article 39 . The Accounting audit ors shall be elected in the general meeting of shareholders. Article 4 0 . 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. Article 4 1 . The remunerat ion to the Accounting Auditors shall be resolved, through the consent of the Auditors Board Meeting, by the President and D irector. Article 4 2 . By a resolution of the Board of Directors, the Company may exempt the Accounting Auditors (including those who were Accounting Auditors ) from 8 the liabilities of the Accounting A uditors within the limit stipulated by the laws and regulations, in accordance with sub - article 1 of Article 426 of the C ompany 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 s um of each of sub - article 1 of Article 425 of the Company law CHAPTER 7 ACCOUNTING Article 4 3 ． 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 4 4 ． 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 31 st March of every year. 2. Interim Dividends on shares shall be distributed to the shareholders a ppearing or recorded in the register of shareholders and the register of beneficial shareholders as of 30 th September of every year. 3. The Company may further make dividends distribution by designating record - days. Article 4 5 ． 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 ： December 2 , 201 9 Registry head office 4 - 32 - 22 Nishi s hinju ku Shinjuku - Ku, Tokyo Fujita Corporation Representative Director Yoji Okumura (with the company seal)