英訳05_トムス株式会_登記簿

Certificate of Incorporation of the company Trade name TOMS Co., Ltd. Principal Place of Business 3-16-3, Higashi, Shibuya-ku, Tokyo, Japan Method of Publishing Public Notices Publication in an official gazette Publication in an official gazette Changed on May 30, 2011 Registered on June 13, 2011 Date of Incorporation June 1, 1981 Purposes of Corporation Design, planning, making, sales, import and export of clothing fiber product Design, planning, making, sales, import and export of vinyl chloride and molded metal Design, planning, sales, import and export of daily necessaries and miscellaneous goods Other lines of businesses incidental or related to those mentioned in any of the foregoing items Total Number of Shares authorized to be Issued 640,000 shares Total Number of Out-standing Shares, and their Classes and Numbers Total numbers of Issued and Outstanding shares 160,000 shares Amount of Stated Capital JPY 80,000,000 Amount of Stated Capital Provision of limitation for Assignment of Shares To transfer the company shares, it shall obtain an approval from the Shareholder’s meeting. To transfer the company shares, it shall obtain an approval from the Board of Directors. Changed on May 30, 2011 Registered on June 13, 2011 To transfer the company shares, it shall obtain an approval from the Shareholder’s meeting. Changed on December 6, 2013　Registered on December 16, 2013 Name, address and office of administrator of shareholders list 1-4-5, Marunouchi, Chiyoda-ku, Tokyo, Japan Mitsubishi UFJ Trust and Banking Corporation Head office Matters Related to the Officers Director Masafumi Sakashita Director Masafumi Sakashita Reappointed on December 28, 2009 Reappointed on May 24, 2013 Registered on June 5, 2013 Director Kunihiko Ohashi Director Kunihiko Ohashi Reappointed on December 28, 2009 Reappointed on May 24, 2013 Registered on June 5, 2013 Director Fumihiko Ito Director Fumihiko Ito Appointed on September 1, 2010 Reappointed on May 24, 2013 Registered on June 5, 2013 Resigned on December 15, 2013 Registered on December 16, 2013 3-30-5, Minami-cho, kichijoji, Musashino-shi, Tokyo, Japan Representative Director Masafumi Sakashita 3-30-5, Minami-cho, kichijoji, Musashino-shi, Tokyo, Japan Representative Director Masafumi Sakashita Reappointed on December 28, 2009 Reappointed on May 24, 2013 Registered on June 5, 2013 1-3-3, Hanegi, Setagaya-ku, Tokyo, Japan Representative Director Kunihiko Ohashi 1-3-3, Hanegi, Setagaya-ku, Tokyo, Japan Representative Director Kunihiko Ohashi Appointed on March 1, 2013 Registered on March 1, 2013 Reappointed on May 24, 2013 Registered on June 5, 2013 Auditor Takao Kashiki Appointed on May 30, 2011 Registered on June 13, 2011 Exemption Clause regarding the Liability of Directors With regard to the Director’s liability (including person who were Directors) stipulated in Article 423-1 of Company Law, our company may exempt the amount of liability with the resolution of Board of Directors in accordance with the provisions of Article 426-1 of Company Law. With regard to the Auditor’s liability (including person who were Auditor) stipulated in Article 423-1 of Company Law, Our company may exempt the amount of liability with the resolution of Board of Directors in accordance with the provisions of Article 426-1 of Company Law Established on May 30, 2011　Registered on June 13, 2011 With regard to the Director’s liability (including persons who were Directors) stipulated in Article 423-1 of Company Law, our company may exempt the amount of liability with the consent of a majority of Auditors and Directors. With regard to the Auditor’s liability (including persons who were Auditor) stipulated in Article 423-1 of Company Law, our company may exempt the amount of liability with the consent of a majority of Directors. Changed on December 6, 2013　Registered on December 16, 2013 Limitation Clause regarding the Liability of Outside Directors and Auditors of the Company With regard to the liability of the Outside Corporate Director’s acts stipulated in Article 423-1 of Company Law, our Company may conclude agreements with outside corporate Directors to limit the amount of liability in accordance with the provisions of Article 427-1 of Company Law. However, the lower limit of the amount of liability to be set down in the agreement shall be the total amount stipulated by Article 425-1. With regard to the liability of the Outside Corporate Director’s acts stipulated in Article 423-1 of Company Law, our Company may conclude agreements with outside corporate Directors to limit the amount of liability in accordance with the provisions of Article 427-1 of Company Law. However, the lower limit of the amount of liability to be set down in the agreement shall be the total amount stipulated by Article 425-1. With regard to the liability of the Outside Corporate Auditor’s acts stipulated in Article 423-1 of Company Law, our Company may conclude agreements with outside corporate Auditor to limit the amount of liability in accordance with the provisions of Article 427-1 of Company Law. However, the lower limit of the amount of liability to be set down in the agreement shall be the total amount stipulated by Article 425-1. Changed on May 30, 2011 Registered on June 13, 2011 Items Related to Company Institutionalized with Board of Director Company with Board of Directors Established on May 30, 2011 Registered on June 13, 2011 Abolished on December 6, 2013　Registered on December 16, 2013 Items Related to Company institutionalized with Corporate Auditors Company with Auditor Established on May 30, 2011 Registered on June 13, 2011 Items Related to the Registration Entries Changed the Head office from 1-17-4, Ningyou-cho, Nihonbashi, Chuo-ku, Tokyo, Japan on August 30, 2010 Registered on September 10, 2010 This is to prove that all of the items not closed are in the registry is mentioned as above. April 8, 2014 Tokyo District Legal Affairs Bureau Shibuya branch Registrar　 Masuo Matsuoka (Official Seal)