ARTICLES OF INCORPORATION
OF
(TRANSLATION)
CHAPTER 1. GENERAL RULES
(Trade Name)
Article 1.
The Company shall be called "Toa Kensetsu Kogyo Kabushiki Kaisha".
(Purposes)
Article 2.
The Company shall carry out the following businesses:
(1)
Contracting and trust of study, planning, design, execution and supervision of civil engineering and architectural works and consulting services;
(2)
Design, manufacture and import sale, maintenance service and lease of machinery, equipment, materials and other necessary facilities for construction works;
(3)
Dredging, reclamation and land preparation;
(4)
Sale, purchase, exchange, lease and hire, management and appraisal of real estate;
(5)
Planning, design, supervision and contract works on regional, urban and ocean development;
(6)
Building, in-dock repair and disassembly of vessels;
manufacture, sale and maintenance service of machinery equipment for vessels;
(7)
Ocean-going transportation, domestic sea transportation, intra-harbour transportation, warehousing and road transportation;
(8)
Construction, lease and management of tourist resort, recreation, athletic, welfare, and ceremonial facilities and others.
(9)
Construction and contracting activities connected with environmental reconstruction and the provision of antipollution facilities;
(10)
Acquisition, development, permission and sale for implementation of industrial proprietorship, know-how and computer applied software;
(11)
Survey and geological investigation;
(12)
Collection, transportation, disposal, and recycling of waste;
manufacture and sale of recycled waste;
(13)
Agency for non-life insurance, brokerage for life insurance, travel business under the Travel Business Law and temporary personnel placement service;
(14)
Sale, lease and maintenance service of office equipment;
(15)
Intake and sale of deep seawater;
manufacture and sale of soft drinks from seawater;
(16)
Planning, construction, tenure, maintenance, and administration of roads, railroads, ports and harbors, airports, rivers, water works and sewer systems, government offices, waste disposal and treatment facilities, other public facilities, as well as those similar to the aforementioned;
(17)
The sale of medical machine and equipment, operation of nursing homes, and the home-care service business;
(18)
Power generation, the business of supplying energy such as electricity and heat, and related consulting services;
(19)
Vicarious office service of personnel, labor administration and accounting;
(20)
Security service;
(21)
Incidental or related services and business for the above mentioned items.
The Company may make investments in other business enterprises, or become an initiator for incorporation of other companies, so long as they are not contrary to the laws and ordinances of Japan.
(Location of the Head Office)
Article 3.
The Company shall have its head office at Shinjuku-ku, Tokyo, Japan.
(Organization)
Article 4.
The Company shall designate the following organization in addition to the meeting of shareholders and directors.
(1) the Board of Directors
(2) Audit and Supervisory Committee
(3) Accounting Auditors
(Method of Public Notification)
Article 5.
Public notices of the Company shall be given by electronic means. However, if the Company cannot give public notices by electronic means because of an accident or any other unavoidable event, public notices shall be given in the Nihon Keizai Shimbun (The Japan Economic Journal).
CHAPTER 2. STOCK
(Total Number of Issuable Shares)
Article 6.
The total number of issuable shares by the Company shall be sixty million (60,000,000).
(Payback of Common Shares)
Article 7.
The Company shall be able to acquire its own common shares after board resolution in market trade and suchlike according to the regulations stipulated in Clause 2, Article 165 of the Company Law.
(Number of Shares per Unit)
Article 8.
One unit of the share of the Company shall be 100 shares.
(Shareholders’ Rights with Less than the Minimum Unit Number of Shares)
Article 9.
Shareholders of the Company having less than the minimum number of shares may not exercise their rights other than those listed below:
(1) Rights prescribed in each Sub-clause of Clause 2, Article 189 of the Company Law;
(2) Rights of claim under Clause 1, Article 166 of the Company Law;
(3) Rights for receiving the placement of shares allotted by the Company in accordance with the number of shares owned by the shareholder or subscription rights for the allotment of new shares.
(the Register Manager of Shareholders)
Article 10.
The Company shall designate the register manager of shareholders.
2. The name of the register manager of shareholders and their offices shall be selected in compliance with the resolutions established by the Board of Directors, and public notification shall be given thereof.
3. The Company shall not create or retain the shareholder’s list and the original register of new share subscribers, and the Company shall assign clerical work involved in managing these registers to the register manager that manages the shareholder’s list.
(Share-Handling Regulations)
Article 11.
The management and fees related to the shares, along with the formalities concerning the exercise of the rights of stockholders shall be conducted in accordance with the Share-Handling Regulations established by law, its Articles of incorporation and the Board of Directors.
(Determination of matters related to the gratis issue of share warrants)
Article 12.
The Company may determine matters concerning the gratis issue of share warrants through a resolution of the Board of Directors, through resolution of a shareholder’s general meeting, or through resolution of the Bard of Directors on commission from the resolution of a shareholder’s general meeting
CHAPTER 3. GENERAL MEETING OF SHAREHOLDERS
(Convocation)
Article 13.
The Company shall convene a shareholders’ regular general meeting in June every year, and whenever it becomes necessary, the Company may convene an extraordinary general meeting of shareholders.
(Location of Convocation)
Article 14.
The Company shall convene a shareholders’ general meeting in Tokyo.
(Record Date of The Shareholder’s Regular General Meeting)
Article 15.
The Company shall have record date of the shareholder’s regular general meeting at March 31 of each year.
(Convene and Chairman of the General Meeting of Shareholders)
Article 16.
A meeting of shareholders shall be convened and chaired by the Company's president.
2. In the event that the president cannot act as chairman because of hindrance, another director, nominated by the Board of directors, shall convene and chair.
(Disclosure and deemed offering of documents for shareholder’s meetings on the Internet)
Article 17.
When convening a shareholder’s meeting, the Company may be deemed to have provided shareholders with information on items required to be disclosed or indicated in documents for shareholder’s meetings, business reports, financial documents, and consolidated financial documents by disclosing said items on the Internet as required by the ordinance of the Ministry of Justice.
(Resolutions)
Article 18.
Unless otherwise provided by laws, ordinances, or its Articles of Incorporation, a resolution by the meeting of shareholders shall be passed by the majority of voting rights by shareholders that can exercise his voting rights and attend at the meeting.
2. Resolutions to be adopted pursuant to Clause 2 of Article 309 of the Company Law may be adopted by not less than two-thirds of the votes held by the attending shareholders who hold not less than one-third of the votes of all shareholders that can exercise his voting rights.
(Exercise of Proxy Rights)
Article 19.
Any shareholder shall be allowed to exercise his voting rights through another shareholder as a proxy who holds voting rights.
2. The shareholder or its agent shall be required to present the Company with a document assigning the power of attorney for each shareholder’s meeting.
(Matters to be resolved at a shareholders’ general meeting)
Article 20.
A shareholders’ general meeting may determine, through its resolution, matters otherwise set forth in laws or in its Articles of incorporation, and may pass resolutions concerning the introduction, modification, continuation, and abolition of solutions concerning large-scale purchases of shares of the Company’s share (takeover prevention measures).
CHAPTER 4. DIRECTORS, AND BOARD OF DIRECTORS
(Election of Directors)
Article 21.
The number of directors of the Company (excluding the directors who are audit and supervisory committee members) shall not exceed 10, and the number of directors who are audit and supervisory committee members shall not exceed 5.
2. The general meeting of shareholders shall elect the directors by distinguishing the directors who are audit and supervisory committee members from other directors.
3. When a vacancy occurs in the membership of directors, if said vacancy does not reduce the number of directors below the legally required number and does not hinder the normal conduct of business, the Company may defer or suspend the filling of such vacancy.
4. The election of directors must be held in the presence of shareholders that can exercise his voting rights and possess more than one-third of shares with voting rights and shall be resolved by a majority of their votes.
5. The election of directors shall not be made by cumulative voting.
(Term of Office)
Article 22.
The term of office of each director (excluding the directors who are audit and supervisory committee members) shall begin with the director's election of office and the term shall end at the conclusion of the shareholders' regular general meeting for the last business term within the period of one year following the director's election of office.
2. The term of office of directors who are audit and supervisory committee members shall begin with the director’s election of office and the term shall end at the conclusion of the shareholders’ regular general meeting for the last business term within the period of two year following the director’s election of office.
3. The term of office of a director who is an audit and supervisory committee member and has been elected to fill a vacancy after the predecessor director who was an audit and supervisory committee member retired before the expiration of his/her term of office shall expire when the term of office of the predecessor director who was an audit and supervisory committee member expires.
(Representative Directors and Responsible Directors)
Article 23.
The Board of Directors shall elect representative directors of the Company from among its directors (excluding the director who are audit and supervisory committee members).
2. By resolution of the Board of Directors, the Board may designate one chairman, one executive vice chairman and one president from among its directors (excluding the director who are audit and supervisory committee members).
(Board of Directors)
Article 24.
The Board of Directors shall make decisions on the management of the Company.
2. The chairman shall convene the Board of Directors and preside at their meetings unless otherwise required by laws and regulations.
3. In the event that the chairman cannot attend because of accident or position of the chairman is in vacancy, the president shall act in his place. In the event that the president cannot attend because of hindrance, another director, in conformity with Clause 2 of Article 16, shall act in his place.
4. The operating procedures of the Board of Directors shall be established by the Board of Directors.
(Notice of the Convocation of the Board of Directors)
Article 25.
Notice of the convening of a meeting of the Board of Directors shall be addressed to each director and shall be issued four days before the day of the meeting. However, in the event of an emergency, this period may be shortened.
(Skippings of resolutions by the board of directors)
Article 26.
When the Company satisfies the requirements prescribed in Article 370 of the Company Law, any decisions shall be deemed as resolutions having being made by the Board of Directors.
(Delegation of Execution of Important Operations)
Article 27.
Pursuant to Article 399-13, paragraph 6 of the Companies Act, the Company may delegate all or part of decisions of the execution of important operations (excluding the matters stipulated in the items of Article 399-13, paragraph 5 of the Companies Act) to directors by a resolution of the Board of Directors.
(Remuneration, etc.)
Article 28.
Director remuneration, bonuses, and other financial benefits received by the directors from the Company as a consideration for the execution of their duties shall be determined by a resolution of the general meeting of shareholders by distinguishing the directors who are audit and supervisory committee members from other directors.
( Director’s Liability Limits)
Article 29.
The Company stipulates in its Articles of Incorporation that directors (including those who previously held these positions) may be exempted from liability to the extent provided for in laws and regulations in by resolution of the Board of Directors, as provided for in Article 426, Paragraph 1 of the Companies Act.
2. The Company stipulates in its Articles of Incorporation that the Company may, pursuant to Article 427, Paragraph 1 of the Companies Act, enter into an agreement with directors (excluding executive directors) which limits their liability to the extent permitted by laws and regulations.
(Appointment of Advisors)
Article 30.
If necessary for its business, by resolution of the Board of Directors, the Board may appoint certain advisors.
CHAPTER 5. AUDIT AND SUPERVISORY COMMITTEE
(Full-time Audit and Supervisory Committee Members)
Article 31.
The Audit and Supervisory Committee may elect the full-time audit and supervisory committee members by a resolution.
(Notice on Convocation of Meetings of the Audit and Supervisory Committee)
Article 32.
The notice on convocation of a meeting of the Audit and Supervisory Committee shall be issued to each audit and supervisory committee member four days prior to the date set for the meeting; provided, however, that this period may be shortened in the event of an emergency.
(Regulations of the Audit and Supervisory Committee)
Article.33
Except as stipulated by laws and regulations, or its Articles of Incorporation, matters relating to the Audit and Supervisory Committee shall be governed by the Regulations of the Audit and Supervisory Committee established by the Audit and Supervisory Committee.
CHAPTER 6. ACCOUNTING
(Business Term)
Article 34.
The Company's business term shall be one year from April 1 to March 31 each year of the following year.
(Record Date of Dividends of Retained Earnings)
Article 35.
The Company shall pay retained earnings to registered or recorded shareholders in the latest Registry of Shareholders of Record and the like as of March 31 of each year, registered share pledge holders, and custodians of trust assets. However, the Company's liability for payment of dividends shall lapse after three full years from the day when the payment of that dividend was commenced.
Amended in June 27, 2019