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THE ARTICLES OF INCORPORATION
OF
TAISEI CORPORATION
( TRANSLATION )
Last Amended on 26th June, 2019
Note: This document is English translation of the latest Japanese original text of “ARTICLES OF
INCORPORATION” ( Teikan ) of TAISEI CORPORATION, and is prepared solely for the
convenience of non-Japanese speakers. In case of any discrepancies between the Japanese
original text and this English translation, the Japanese original shall prevail.
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ARTICLES OF INCORPORATION
OF
TAISEI CORPORATION
Chapter I General Provisions
Article 1 (Name of Company)
The name of the Company is TAISEI KENSETSU KABUSHIKI KAISHA (to be written as
TAISEI CORPORATION in English).
Article 2 (Purposes of Company)
The purposes for which the Company is established are to engage in the following domestic
and international trade or business:
(1) The trade or business of planning, surveying, designing, supervising, construction and
installation, engineering, management and consulting relating to building works, civil
engineering works, plant installation works and other construction works of all kinds;
(2) The trade or business of regional development, urban development, ocean development,
aerospace development, resources development, energy supply, emissions trading and
development of infrastructure, and of investigation, planning, designing, supervising,
engineering, management and consulting therefor;
(3) The trade or business of planning, designing, supervising, construction and installation,
holding, lease, transfer, maintenance, management and operation of roads, railways,
harbors, airports, river facilities, water supplies and sewerage, government buildings,
waste disposal facilities, parking and other public facilities as well as other similar
facilities, etc.;
(4) The trade or business of holding, leasing, maintenance and management of hotels, sports
facilities, recreational facilities, commercial facilities such as shops and restaurants, etc.,
offices, medical facilities, and educational and cultural facilities;
(5) The trade or business of soil cleanup, environmental conservation such as water cleanup
of river, lake and harbor, collection, transportation, arrangement, disposal and reuse of
wastes and construction by-products as well as investigation, planning, designing,
supervising, construction, management, and consulting therefor;
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(6) The trade or business of manufacture, procurement, sale, lease and repair of plant, tools
and materials for construction, and of brokerage and agency therefor;
(7) The trade or business concerning examination, evaluation, security, and protection of
buildings, infrastructure and civil engineering structures;
(8) The trade or business of purchase, sale, lease, brokerage, maintenance, management,
appraisal of real property and consulting therefor as well as management and consulting
related to investment in real property;
(9) The trade or business of, investment in real-property-related SPCs and real-estate
investment trust funds and sales and purchases of the equity interest therein, sales and
purchases of, intermediary or agency services for sales and purchases of, and handling of
private placement of beneficial interest in trust, and the real-estate specified joint
enterprise ( “Fudosan-Tokutei- Kyodo-Jigyo” );
(10) The trade or business of designing, supervising, construction and sale of houses;
(11) The trade or business of acquiring, licensing and sale of industrial property rights,
copyrights, know-how, etc.
(12) The trade or business of information processing using computers, and of development,
licensing and sale of computer software;
(13) The financing business of lending money, guaranteeing liabilities and other financial
works;
(14) The trade or business of non-life insurance agency and life insurance soliciting;
(15) Temporary personnel placement agency;
(16) Such other trade or business of all kinds as relating or incidental to any of the above.
Article 3 (Place of Principal Office of Company)
The principal office of the Company shall be located in Shinjuku-ku, Tokyo.
Article 4 (Organs of Company)
The Company shall have the following organs in addition to the General Meetings of
Shareholders and the Members of the Board:
(1) Board
(2) Audit & Supervisory Board Members
(3) Audit & Supervisory Board
(4) Accounting Auditor
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Article 5 (Public Notice)
Public notice by the Company shall be given in the method of electronic public notice;
provided, however, that if the electronic public notice is not operative due to disorder or other
unavoidable reasons, the public notice by the Company shall be given in the newspaper
"Nihon Keizai Shinbun" published in Tokyo.
Chapter II Shares
Article 6 (Total Number of Authorized Shares)
The total number of shares authorized to be issued by the Company shall be Four Hundred
Forty Million (440,000,000) shares.
Article 7 (Acquisition of Its Own Shares)
The Company may acquire its own shares through the market based upon the resolution of the
Board, in accordance with the provision of Paragraph 2 of Article 165 of the Companies Act.
Article 8 (Number of A Unit of Shares)
The number of one (1) Unit of shares ( Tangen Kabushiki ) of the Company shall be One
Hundred (100) shares.
Article 9 (Rights Relating to Shares Less Than One Unit)
A Shareholder of the Company holding its shares less than one Unit may not exercise any
rights, except the rights listed below:
(1) The rights listed in each item of Paragraph 2 of Article 189 of the Companies Act;
(2) The right to claim under Paragraph 1 of Article 166 of the Companies Act;
(3) The right to claim allotment of offered-shares and allotment of offered-share purchase
warrants, according to the number of the shares held by the shareholder; and
(4) The rights provided for in Article 10 hereof.
Article 10 (Purchase of Shares Less Than One Unit)
A Shareholder of the Company who owns shares less than one Unit may request the Company
to sell to him/her such number of shares that will constitute the number of one Unit of shares
combined with the number of shares less than one Unit currently held by the Shareholder, in
accordance with the provisions of the Share Handling Regulations of the Company.
Article 11 (Administrator of Shareholders Register)
1. The Company shall designate the Administrator of the Shareholders Register ( Kabunushi
Meibo Kanri-nin ).
2. The Administrator of the Shareholders Register and the place of its business office shall
be decided by the resolution of the Board, and the Company shall give public notice
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thereof.
3. The business of preparation and maintenance of, and other businesses relating to, the
Shareholders Register and the Register of Share-Purchase Warrants shall be entrusted to
the Administrator of the Shareholders Register, and shall not be handled by the Company.
Article 12 (Share Handling Regulations of the Company)
All matters relating to the handling of the shares of the Company and the charges therefor
shall be dealt with in accordance with the Share Handling Regulations of the Company
prescribed by the Board, in addition to the laws and regulations, and these Articles of
Incorporation.
Chapter III General Meetings of Shareholders
Article 13 (Call of the General Meeting of Shareholders)
The Ordinary General Meeting of Shareholders of the Company shall be called and held in
June each year. An Extraordinary General Meeting of Shareholders may be called from time to
time whenever necessary.
Article 14 (Person Authorized to Call and Chair)
1. The President and Chief Executive Officer (Member of the Board) is authorized to call
and preside at the General Meeting of Shareholders.
2. If the President and Chief Executive Officer (Member of the Board) is prevented from
calling and/or presiding at any General Meeting, one of the other Members of the Board,
pursuant to the order previously determined by the resolution of the Board, shall call and
preside at such General Meeting.
Article 15 (Record Date)
The Record Date to identify the shareholders entitled to vote at the Ordinary General Meeting
of Shareholders of the Company shall be the thirty-first day of March each year.
Article 16 (Internet Disclosure of Reference Documents for General Meeting of Shareholders)
The Company may, when it calls a General Meeting of Shareholders, disclose any information
regarding matters which must be stated or recorded in the Reference Materials for the General
Meeting of Shareholders, Business Report, Financial Statements and Consolidated Financial
Statements by an Internet-based method pursuant to the Ordinance of the Ministry of Justice,
and when such disclosure is made, such information shall be deemed to have been duly
provided to the shareholders.
Article 17 (Method of Resolution)
1. Unless otherwise prescribed in laws and regulations or these Articles of Incorporation, the
resolution of the General Meetings of Shareholders shall be adopted by a majority of the
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voting rights of the shareholders who are entitled to vote and present at the General
Meeting.
2. The resolution of the General Meetings of Shareholders prescribed in Paragraph 2 of
Article 309 of the Companies Act shall be adopted by a majority of not less than
two-thirds of the voting rights of the shareholders present at the General Meeting where
the shareholders holding not less than one-third of the voting rights of the shareholders
who are entitled to vote are present.
Article 18 (Proxy)
1. A Shareholder of the Company may exercise his/her voting right by proxy, appointing one
(1) of the other Shareholders of the Company who is entitled to vote.
2. A written instrument evidencing the appointment of the proxy shall be submitted to the
Company by the Shareholder or his/her proxy for each General Meeting of Shareholders.
Chapter IV Members of the Board and the Board
Article 19 (Number of Members of the Board)
The number of the Company’s Members of the Board shall be fifteen (15) or less.
Article 20 (Election of Members of the Board)
1. The resolution to elect Members of the Board shall be adopted by a majority of the voting
rights of the shareholders present at a General Meeting of Shareholders where the
shareholders holding not less than one-third of voting rights of the shareholders who are
entitled to vote are present.
2. The cumulative voting shall not be adopted for the resolution on the election of Members
of the Board.
Article 21 (Representative Directors)
The President and Chief Executive Officer (Member of the Board) and a few other Members
of the Board may be elected as the Representative Directors of the Company by the resolution
of the Board.
Article 22 (Term of Office)
1. The term of office of Members of the Board shall expire at the closing of the Ordinary
General Meeting of Shareholders held for the last business year which ends within one
(1) year after their appointment to office.
2. The term of office of a Member of the Board elected in order to fill the vacancy or in
order to increase the number of Members of the Board shall expire at the expiration of the
remaining term of office of the other incumbent Members of the Board.
Article 23 (Concurrent Position of a Member of the Board)
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Unless otherwise approved by the Board, a Member of the Board of the Company may not
take a position of a Member of the Board of another company.
Article 24 (Remunerations)
The remuneration, bonus and other financial benefits for the Members of the Board which
they receive from the Company in consideration of the performance of their duties (hereinafter
referred to as the “Remunerations”) shall be determined by the resolution of a General
Meeting of Shareholders.
Article 25 (Persons Authorized to Call the Meeting of Board)
The meeting of the Board shall be called by the President and Chief Executive Officer
(Member of the Board) or any other Member of the Board who was designated by the
resolution of the Board.
Article 26 (Notice to Call the Meeting of Board)
Notice to call the meeting of the Board shall be given at least three (3) days prior to the date of
the meeting; provided, however, that such notice procedure may be omitted if the consent of
all the Members of the Board and Audit & Supervisory Board Members has been obtained
therefor.
Article 27 (Omission of Resolution of the Board)
Where a Member of the Board proposes a subject matter to be resolved at the Board, and all of
the Members of the Board who are entitled to vote on the resolution of such matter give their
consent to the proposal in writing or by an electromagnetic file, and no Audit & Supervisory
Board Member expresses his/her objection to the proposal, then it shall be deemed that the
resolution for the subject matter has been made by the Board.
Article 28 (Release of Liability of Member of the Board)
The Company may, by the resolution of the Board and in accordance with the provisions of
Paragraph 1 of Article 426 of the Companies Act, release any Member of the Board, including
a retired Member of the Board, from his/her liability for damages arising from his/her failure
to perform his/her duties, to the extent allowed under laws or regulations.
Article 29 (Contract with Members of the Board to Limit Their Liability)
In accordance with Paragraph 1 of Article 427 of the Companies Act, the Company may enter
into a contract with a Member of the Board (other than an executive Member of the Board or
etc. ( gyomusikkou torishimari yaku tou ) prescribed in Article 2, item (xv), sub-item (a) of the
Companies Act) to limit his/her maximum liability for damages arising from his/her failure to
perform his/her duties; provided, however, that the amount of the maximum liability under
such contract shall be the higher of the amount prescribed in advance which is not less than
¥10 million or the lowest amount allowed under the laws and regulations for the maximum
liability.
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Chapter V Audit & Supervisory Board Members and Audit & Supervisory Board
Article 30 (Number of Audit & Supervisory Board Members)
The number of Audit & Supervisory Board Members of the Company shall be six (6) or less.
Article 31 (Election of Audit & Supervisory Board Members)
The resolution to elect Audit & Supervisory Board Members shall be adopted by a majority of
the voting rights of the Shareholders present at a General Meeting of Shareholders where the
shareholders holding not less than one-third of the voting rights of the shareholders who are
entitled to vote are present.
Article 32 (Term of Office)
1. The term of office of Audit & Supervisory Board Members shall expire at the closing of
the Ordinary General Meeting of Shareholders held for the last business year which ends
within four (4) years after their appointment to office.
2. The term of office of an Audit & Supervisory Board Member elected in order to fill the
vacancy created by an Audit & Supervisory Board Member who retired prior to the
expiration of his/her term of office shall expire at the expiration of the remaining term of
office of the retired Audit & Supervisory Board Member.
Article 33 (Full-time Audit & Supervisory Board Members)
One or more Audit & Supervisory Board Members shall be elected as full-time Audit &
Supervisory Board Members by the resolution of the Audit & Supervisory Board.
Article 34 (Remunerations)
The Remunerations for Audit & Supervisory Board Members shall be decided by the
resolution of a General Meeting of Shareholders.
Article 35 (Notice to Call the Meeting of Board of Corporate Auditors)
Notice to call the meeting of the Audit & Supervisory Board shall be given at least three (3)
days prior to the date of the meeting; provided, however, that such notice procedure may be
omitted if the consent of all Audit & Supervisory Board Members has been obtained therefor.
Article 36 (Release of Liability of Audit & Supervisory Board Members)
The Company may, by the resolution of the Board and in accordance with the provisions of
Paragraph 1 of Article 426 of the Companies Act, release any Audit & Supervisory Board
Member, including a retired Audit & Supervisory Board Member, from his/her liability for
damages arising from his/her failure to perform his/her duties, to the extent allowed under
laws or regulations.
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Article 37 (Contract with Audit & Supervisory Board Member to Limit Their Liability)
In accordance with Paragraph 1 of Article 427 of the Companies Act, the Company may enter
into a contract with an Audit & Supervisory Board Member to limit his/her maximum liability
for damages arising from his/her failure to perform his/her duties; provided, however, that the
amount of the maximum liability under the contract shall be the higher of the amount
prescribed in advance which is not less than ¥10 million or the lowest amount allowed under
the laws or regulations for the maximum liability.
Chapter VI Accounting Auditor
Article 38 (Contract with Accounting Auditor to Limit His/Her Liability)
In accordance with Paragraph 1 of Article 427 of the Companies Act, the Company may enter
into a contract with the Accounting Auditor to limit its maximum liability for damages arising
from its failure to perform its duties; provided, however, that the amount of the maximum
liability under the contract shall be the higher of the amount prescribed in advance which is
not less than ¥100 million or the lowest amount allowed under the laws or regulations for the
maximum liability.
Chapter VII Accounting
Article 39 (Business Year)
The business year of the Company shall be one (1) year commencing on the first day of April
each year and ending on the thirty-first day of March of the next year.
Article 40 (Record Date for Dividends of Surplus)
1. The record date for a Year-end Dividend of the Company shall be the thirty-first day of
March each year.
2. In addition to Paragraph 1 of this Article, the Company may set other record date and pay
dividends from the surplus.
Article 41 (Interim Dividend)
The Company may, based on the resolution of the Board, pay the Interim Dividends, the
thirtieth day of September each year being the record date therefor.
Article 42 (Release from Obligation to Pay Dividends)
The Company shall be released from the obligation to pay any cash dividend, if it remains
unclaimed for more than three (3) years after the due date of such dividends.
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