THE ARTICLES OF INCORPORATION OF SOHGO SECURITY SERVICES CO., LTD.
Chapter 1 General Provisions
(Trade Name)
Article 1 The Name of the Company is Sohgo Keibi Hosho Kabushiki Gaisha in Japanese, and SOHGO SECURITY SERVICES CO., LTD. in English.
(Objectives)
Article 2 The objectives of the Company are to carry out the following businesses.
Security contracting and those guarantees.
Various facilities comprehensive management services contracting and those guarantees.
Transport of cash, marketable securities, precious metals and other valuables, etc. and temporary custodial services accompanying such transport contracting and those guarantees.
ATM cash cassette exchange service for financial institutions, etc. and services relating to this contracting and those guarantees.
Bank agency services.
Funds transfer services.
Provision of outsourcing services relating to banking business and services ancillary to the banking business.
Provision of outsourcing services relating to the money lending business.
Money exchange business.
Specified mail delivery service business.
Services relating to the research of the theory and techniques, advise, guidance and education of all forms of security.
Services relating to the development, manufacture, sale and leasing of equipment and systems, etc. relating to crime prevention, fire prevention, disaster prevention, emergency response.
Services relating to the investigation, research, the drafting of prevention plans, etc. relating to crime prevention, fire prevention, disaster prevention, emergency response.
Electrical construction, telecommunications construction, piping work, equipment work, fire defense facilities construction and building construction contracting.
Warehouse business.
Non-life insurance agency business and life insurance collection business.
Real estate leasing business.
Telecommunications business in accordance with the Telecommunication Business Law.
Processing and provision of information and other information services businesses.
Money lending business.
Research, development, renting, leasing, sales and maintenance of computer systems relating to information processing.
Manufacturing, sales, renting and leasing of building materials, home electronic equipment, household electronics, furniture, business equipment, telecommunications equipment, etc.
Telephone answering services contracting.
Credit card collection and lease property investigation and confirmation services contracting.
Automobile management, sales, renting and leasing.
Automobile towing contracting.
Private automobile management business.
Administrative work relating to the confirmation of abandoned vehicles and the attachment of marks pursuant to the Road Traffic Act and administrative work relating to abandonment fines contracting.
Nursing care services and management of facilities for the elderly such as nursing homes.
Sales, renting and leasing of medical equipment, health equipment and nursing care equipment.
Medical treatment fee collection operations.
Renting and leasing of pollution prevention equipment, precision measuring equipment, construction equipment and machine tools.
Planning and management of various facilities, event and functions.
Security, facilities management, construction and nursing care consulting.
Employment placement services.
Consulting services relevant to quality, environment, occupational health and safety, and information security management system.
Labor dispatch business.
Detective services and individual and corporate credit investigation services contracting.
Reuse of the used equipment business.
Management of institutions in accordance with the Inns and Hotels Act.
Services relevant to wild animals damage prevention.
Childcare related business.
All activities ancillary or relating to each of the preceding items.
(Domicile of the Head Office)
Article 3 The domicile of the head office of the company is Minato ward, Tokyo.
(The means of Public Notice)
Article 4 The Company shall make electronic public notice. In the event that electronic public notice is unable to be adopted due to accidents or any other reasons, public notice shall be made by placing an advertisement on the Nihon Keizai Shimbun.
Chapter 2 Shares
(The Total Number of Issuable Shares)
Article 5 The total number of issuable shares of the Company shall be 300,000,000 shares.
(Acquisition of Own Shares)
Article 6 The Company may acquire own shares based on the resolution of the Board of Directors, as provided in Article 165 Clause 2 of Companies Act.
(Number of Shares Constituting One Unit)
Article 7 The number shares constituting one unit shall be 100 shares.
(The Rights of Shareholders Holding Odd Lot Shares)
Article 8 Shareholders who hold odd lot Shares of the Company may not execute rights other than the following rights
The right to receive consideration of acquired shares as provided in Article 171 Clause 1 no.1 of the Companies Act.
The right to receive money in exchange of the acquisition of the Company’s shares subject to call.
The right to receive the allotment of shares without contribution as provide in Article 185 of Companies Act.
The right to request the purchase of odd lot shares as provided in Article 192 Clause 1 of Companies Act.
The right to receive the allotment of residual assets.
The right to receive dividend of surplus.
The right provided in Ordinance of the Ministry of justice as provided in Article 189 Clause 2 no.6 of Companies Act.
(Record Date)
Article 9 The Company considers that the shareholders with voting right whose names are written or recorded in the latest Shareholder Registry as of every March 31 are the shareholders who are entitled to cast vote at annual general meeting of shareholders.
2. Beside the record date provided in these articles of incorporation, if necessary, the Company may decide a provisional record date based on a resolution adopted by the Board of Directors after making a public notice.
(Administrator of Shareholder Registry)
Article 10 The Company shall appoint an administrator of shareholder registry.
2. Administrator of shareholder registry as well as the location to carry out the administration work shall be decided by the resolution of the Board of Directors.
3. The administrator shall make and keep shareholder registry and registry of share options. All administrative works relating to shareholder registry and registry of share options shall be entrusted to the administrator, and shall not be handled by the Company..
(Regulations to Deal with Shares)
Article 11 Procedures to execute the shareholders’ right and other procedures and fees relating to shares shall be governed by the Share Handling Regulations prescribed by the Board of Directors, in addition to applicable laws and regulations and these Articles of Incorporation.
Chapter 3 General Meeting or Shareholders
(Convocation)
Article 12 Annual general meeting of shareholders shall be convened within 3 months after the closing date of each business year, and the extraordinary meeting of shareholders shall be convened whenever deemed necessary.
2. General meeting of shareholders shall be held somewhere at any ward of City of Tokyo.
(Convener and Chairperson)
Article 13 Representing director who is appointed by the Board of Directors in advance shall convene and chair general meeting of shareholders. Provided when such representing director is unable due to any circumstances another director shall replace him in accordance with the order previously decided by the Board of Directors.
(Deemed Disclosure of Reference Documents for Shareholders Meeting, etc. on the Internet and Provision Thereof)
Article 14 The Company may, upon convocation of a general meeting of shareholders, deem that it has provided information pertaining to matters to be stated or indicated in reference documents for general meetings of shareholders, business reports, financial statements, and consolidated financial statements to the shareholders by disclosing such information through the Internet in accordance with the applicable Ordinance of the Ministry of Justice.
(Method of Resolution)
Article 15 Unless otherwise prescribed by applicable laws and regulations or these articles of incorporation, the resolution of a general meeting of shareholders shall be adopted based on the majority votes cast by shareholders with voting right attending the general meeting.
2. Without prejudice to the above provision, the resolutions provided in Article 309 Clause 2 of Companies Act shall require 2/3 or more votes cast by shareholders with voting right present at a general meeting of shareholder which is attended by shareholders holding 1/3 or more voting right.
(Voting by Proxy)
Article 16 A Shareholder may exercise his or her voting rights through a proxy who shall be another shareholder of the Company having voting rights.
2. In the event of voting by proxy as provided above, the concerned shareholder shall submit to the Company a document proving his or her right of proxy for each general meeting of shareholders.
(Minutes)
Article 17 As provided in applicable Ordinance of Ministry of Justice, the written minutes of a general meeting of Shareholders shall include time, date, and venue of such meeting, as well as the proceedings and the results of the meeting. After chairperson and directors present at such meeting sign, and put their seals on the minutes, the minutes shall be kept at the Company.
Chapter 4 Directors and the Board of Directors
(Establishment of the Board of Directors)
Article 18 The Company shall establish the Board of Directors.
(The Number of Directors)
Article 19 The number of the Company's directors shall be no more than 12.
(Election of directors)
Article 20 Directors shall be elected by majority votes cast by shareholders with voting right present at a general meeting of shareholders which is attended by shareholders holding 1/3 or more voting rights.
2. The resolution to elect directors as provided in the above clause shall not be by cumulative voting.
(Director's Term of Office)
Article 21 The term of office of a Director shall expire upon the closing of the annual general meeting of shareholders with respect to last business year ending within one (1) year after his/her election. Unless otherwise, the term of office of a director who replaces a director resigning before the expiration of term of office, or is elected due to increasing the number of directors shall expire when the term of office of other existing directors expires.
(Representing Director and Directors with Title)
Article 22 The Company shall elect a certain number of directors representing the Company based on the resolution adopted by the Board of Directors.
2. The Company may elect one Chairperson, one vice-chairperson, one president, and certain number of vice president, executive managing director, and managing director based on the resolution adopted by the Board of Directors.
(Remunerations for directors)
Article 23 The remuneration, bonuses and other financial benefits given by the Company in consideration of the performance of duties (hereinafter referred to as the “Remuneration, etc.”) to Directors shall be determined by a resolution of the General Meeting of Shareholders.
(Convocation of the meeting of the Board of Directors)
Article 24 The notice to convene the meeting of the Board of Directors shall be sent to each director and auditor no later than 3 days before such meeting. In the event of emergency, the period of convocation may be shortened
2. When all of directors and auditors agree, meeting of the Board of Directors may be held without following the procedure to convene the meeting.
(Convener and Chairperson of the Meeting of the Board of Directors)
Article 25 Unless otherwise prescribed by applicable laws and regulation, representing director who is appointed by the Board of Directors in advance shall convene and chair a meeting of the Board of Directors. Provided when such representing director is unable due to any circumstances, another director shall replace him in accordance with the order previously decided by the Board of Directors.
(Method of Adopting Resolution of the Meeting of the Board of Directors)
Article 26 The resolution of a meeting of the Board of Directors shall be adopted based on the majority votes of cast by directors at the meeting attended by the majority of directors.
(Omitting the Procedure to Adopt Resolution by the Board of Directors)
Article 27 The Company shall deem that matters are adopted by a resolution by the Board of Directors when the requirements provided for in Article 370 of the Companies Act are met.
(Minutes of the Meeting of the Board of Directors)
Article 28 As provided in applicable Ordinance of Ministry of Justice, the written minutes of a meeting of the Board of Directors shall include time, date and venue of such meeting, as well as the proceedings and the results of the meeting. After chairperson, directors, and auditors present at such meeting sign, and put their seals on the minutes, the minutes shall be kept at the Company.
(Regulations on the Board of Directors)
Article 29 The matter relating to the Board of Directors shall be subject to the provisions in applicable laws and regulations, these articles of incorporation, and the regulations on the Board of Directors decided by the Board of Directors.
(Senior Advisor, Executive Advisor)
Article 30 With the approval of the Board of Directors, the Company may appoint a certain number of senior and executive advisors.
(Exemption from Directors' Liability)
Article 31 As provided in Article 426 Clause 1 of Companies Act, by resolution of the Board of Directors, the Company may exempt the Directors (including former Directors) from liability for damages provided in Article 423 Clause 1 of the said Act, to the extent provided in the laws and regulations, provided that such directors performed their duties in good faith without gross negligence.
2. Based on the provision in Article 427 Clause 1 of Companies Act, the Company may enter into an agreement with directors (except for Executive Directors, etc.) to limit their liability provided in Article 423 Clause 1 of the said Act, provided that the ceiling of the liability based on such agreement shall be no less than 10 million yen, and shall be whichever higher amount between the predetermined amount and the amount provided by laws and regulations.
Chapter 5 Auditors and the Board of Auditors
(Auditors and the Board of Auditors)
Article 32 The Company shall appoint auditors and the Board of Auditors.
(The Number of Auditors)
Article 33 The number of the Company's auditors shall be no more than 5.
(Election of Auditors)
Article 34 Auditors shall be elected by majority votes cast by shareholders with voting right present at a general meeting of shareholders which is attended by shareholders holding 1/3 or more voting rights.
(Auditor’s Term of Office)
Article 35 The term of office of an Auditor shall expire upon the closing of the annual general meeting of shareholders with respect to the last business year ending within 4 years after his/her election.
2. The term of office of an Auditor who replaces other auditor shall be the remaining term of his/her predecessor.
(Remunerations for Auditors)
Article 36 Remunerations for auditors shall be decided by the resolution of a general meeting of shareholders.
(Convocation of the Meeting of the Board of Auditors)
Article 37 The notice to convene the meeting of the Board of Auditors shall be sent to each auditor no later than 3 days before such meeting. In the event of emergency, the period of convocation may be shortened.
2, When a‖ of auditors agree, meeting of the Board of Auditors may be held without following the procedure to convene such meeting.
(Resolution Adopted by the Meeting of the Board of Auditors)
Article 38 The resolution of a meeting of the Board of Auditors shall be adopted based on the majority votes by auditors unless otherwise laws and regulations provide differently.
(Fu‖-time Auditor)
Article 39 Among auditors, the Board of Auditors shall elect full-time auditor.
(Minutes of the Meeting of the Board of Auditors)
Article 40 As provided in applicable Ordinance of Ministry of justice, the written minutes of a meeting of the Board of Auditors shall include time, date, and venue of such meeting, as well as the proceedings and the results of the meeting. After auditors present at such meeting sign, and put their seals on the minutes, the minutes shall be kept at the Company.
(Regulations on the Board of Auditors)
Article 41 Matters relating to Board of Auditors shall be governed by the Regulations of the Board of Auditors determined by Board of Auditors, in addition to the applicable laws and regulations and these Articles of Incorporation.
(Exemption from Auditors' Liability)
Article 41 As provided in Article 426 Clause 1 of Companies Act, by the resolution of the Board of Directors, the Company may exempt the Auditors (including former Auditors) from liability for damages provided in Article 423 Clause 1 of the said Act, to the extent provided in the laws and regulations, provided that such Auditors performed their duties in good faith without gross negligence.
2. Based on the provision in Article 427 Clause 1 of Companies Act, the Company may enter into an agreement with Auditors to limit their liability provided in Article 423 Clause 1 of the said Act, provided that the ceiling of the liability based on such agreement shall be no less than 10 million yen, and shall be whichever higher amount between the predetermined amount and the amount provided by laws and regulations.
Chapter 6 Accounting auditor
(Appointment of Accounting Auditor)
Article 43 The Company shall appoint an accounting auditor.
Chapter 7 Executive Officer
(Executive officer)
Article 44 Based on the resolution of the Board of Directors, the Company may have executive officers, and entrust such officers to execute business operation.
(Regulation on Executive Officer)
Article 45 The matters relating to executive officer shall be subject to the regulations on executive officer decided by the Board of Directors unless such matters are regulated by laws and regulations or these Articles of Incorporation.
Chapter 8 Calculation
(Business Year)
Article 46 The business year of the Company shall commence from April 1 of each year and end on March 31 of the following year.
(Dividend of Surplus)
Article 47 The dividend of surplus of the Company shall be paid to shareholders or registered pledgees of shares whose names are written or registered at the latest Shareholder registry as of every March 31.
(Interim Dividend)
Article 48 Based on the resolution adopted by the Board of Directors, the Company may pay interim dividend to shareholders or registered pledgees of shares whose names are written or registered at the latest Shareholder registry as of every September 30.
(Limitation Period for Dividend of Surplus)
Article 49 In the event that dividend of surplus (including interim dividend) is not claimed after 3 years since the commencement date of payment, the Company shall be exempted from paying such dividend.
2 No interest shall be given for unclaimed dividend provided above.
Chronology of Revisions
August 29, 1966 Article 2 no.8
August 28, 1967 Article 2 no.9, Article 8, Article 11, Article 19
August 30, 1971 Article 2 no.10, Article 19
August 30, 1974 Article 5
August 29, 1975 Article 10, Article 14, Article 15, Article 16, Article 18, Article 21
September 27, 1977 Article 3
September 26, 1979 Article 2 no.11
September 24, 1980 Article 19
September 25, 1981 Article 5, Article 22
September 28, 1983 All articles
September 27, 1984 Article 2 no.7, no.9
September 27, 1985 Article 2 no.13, Article 5
September 25, 1986 Article 2 no.14
September 29, 1988 Article 2 no.10 (deleted), Article 19, Article21
September 26, 1991 Article 5, Article 6, Article 26, Supplementary provision
June 28, 1994 Article 16, Article 17, Article 18, Article 21, Article 23, Article 25-35
June 30, 1997 Article 2 no.14-17
June 30, 1998 All article
April 1, 2000 Article 2 no.15, no.16
June 29, 2000 Article 11
October 6, 2000 Article 5
April 1, 2001 Article 2 no.17, no.18
June 28, 2001 Article 14 Clause 3, Article 15, Article 18, Article 27, Article 37
June 27, 2002 Article 1, Article 2 no.7, no.8, no.16, no.18-23
Article 4 – Article 38, Article 40 – Article 42, Supplementary
provisions Article 1 – Article 3
August 1, 2002 Supplementary provisions Article 1 – Article 3 (deleted)
June 27, 2003 Article 8, Article 9, Article 12, Article 29, Supplementary provision
June 29, 2004 Article 6
June 29, 2005 Article 2 no.20, no.21, Article 20, Article 32, Supplementary
provision (deleted)
June 29, 2006 Article 4 – Article 49
June 27, 2008 Article 4
June 25, 2009 Article 2 no.5 – no.9, no.25, no.30, Article 6 – Article 49
Supplementary provisions Article 1 – Article 2
January 6, 2010 Supplementary provisions Article 1 – Article 2 (deleted)
June 25, 2010 Article 2 no.6, no.26, no.32, Article 13, Article 24
June 24, 2011 Article 2 no.14, no.22, no.32, no.35
June 26, 2012 Article 2 no.16, no.18, no.30
June 25, 2013 Article 2 no.29, no.30, no.33, no.34
June 25, 2014 Article 2 no.33
June 25, 2015 Article 30, Article 41
June 25, 2016 Article 2 no.40
June 27, 2017 Article 2 no.41, no42, Article 18