ARTICLES OF ASSOCIATION
TOMS CO., LTD.
ChapterⅠ General Provisions
(Trade Name)
Article 1
The name of the Company is called TOMS CORPORATION and TOMS CO., LTD. in English.
(Purposes)
Article 2
The purposes of the Company shall be engaged in the following lines of business:
Design, plan, manufacture, sale import and export of apparel textile products.
Design, plan, manufacture, sale import and export of of vinyl chloride and metal forming.
Design, plan, sale import and export of convenience goods.
Conducting of business activities that are related and incidental to the above activities
(Location of Principal Office)
Article 3
The Company shall have its principal office in Shibuya-ku, Tokyo Prefecture, Japan
(Organizations)
Article 4
The Company shall establish General meetings of Shareholders, Directors and the organization below.
(1) Auditor
(Method of Public Notice)
Article 5
The public notice of the Company shall be given in the official gazettes.
ChapterⅡ Shares
(Total Number of Authorized Shares)
Article 6
The total number of shares authorized by the Company shall be 640,000
(Restriction on transfer of shares)
Article 7
Transfer of company’s shares requires the approval of General meetings of Shareholders.
(Shareholder registry administrator)
Article 8
The company shall have a Shareholder registry administrator.
Shareholder registry administrator and its handling office shall be decided by majority of director’s agreements and shall be published.
Preparing, saving and handling this shareholder register shall be handled by the shareholder register administrator, not by the Company.
(Rules for handling stocks)
Article 9
Handling of stocks and fees shall be decided by the law and regulations, the articles of incorporation and the rules for handling stocks determined by General meeting of shareholders.
Chapter Ⅲ General Meeting of Stockholders
(Convocation)
Article 10
Annual general shareholders meetings should hold in May every year. Extraordinary meetings should hold whenever required.
(Standard date of Regular general shareholders meetings)
Article 11
The record date of Annual general shareholders meetings of Voting Right shall be the end of February every year.
(Convener and chairmanship)
Article 12
Representative Director shall hold General meeting of shareholders and shall act as its chairman.
In the event that president is unable to act as chairman, one of the other directors shall hold and act in his place.
(Resolution)
Article 13
Unless otherwise provided for by the law or the articles of incorporation, resolution of General meeting of shareholders shall be adopted by majority vote of shareholders who have a voting right.
Resolution provided in Item 2, Article 309 of the Companies Act shall be adopted by shareholders holding not less than one-third (1/3) of the total voting rights in the Company and by two-thirds (2/3) of their voting rights.
(Exercise of voting proxy)
Article 14
A shareholder may entrust a proxy who is also a shareholder of the Company and who has a voting right and can exercise his or her voting right.
In this case, the shareholder or a legal representative thereof must submit written proof of his or her proxy to the Company for every general meeting of shareholders.
Chapter Ⅳ Directors
(Number of Directors)
Article 15
The Company shall have no more than five (5) directors
(Election of Directors)
Article 16
Directors shall be elected at General meeting of shareholders
The resolution of election of directors shall be executed by shareholders holding not less than one-third (1/3) of the total voting rights in the Company and by majority of their voting rights.
The resolution of election of directors shall not subject to cumulative voting.
(Term of Directors)
Article 17
The term of directors shall expire at the conclusion of the Annual general meeting of shareholders held last in a business year that ends within 1 year after his or her appointment.
(Appointment of Representative Director)
Article 18
The representative director shall be elected by resolution of General meeting of shareholders.
Representative director shall be elected by resolution of General meeting of shareholders. Chairman of director shall be elected in the same way if necessary.
(Remuneration Paid and Bonus to Directors)
Article 19
Remunerations Paid to Directors shall be determined by resolution of General meeting of shareholders.
(Exclusions of directors)
Article 20
According to Item 1, Article 426 of the Companies Act, the Company shall exempt the exclusions of directors provided in Item 1, Article 423 of the Companies Act to the limit of the Act with agreement by auditors and more than a half of directors.
According to item 1, Article 427 of the Companies Act, the Company may enter into agreement which determines the limit of liability of outside director provided in Item 1, Article 423 of the Companies Act with this outside director. However, full amounts of liability limits based on the Contract are sum of the money according to Item 1, Article 425 of the Companies Act.
Chapter Ⅴ Auditors
(Number of Auditors)
Article 21
The Company shall have no more three (3) auditors.
(Election of Auditors)
Article 22
Auditors shall be elected at General meeting of shareholders.
The resolution of election of auditors shall be executed by shareholders holding not less than one-third (1/3) of the total voting rights in the Company and by majority of their voting rights.
(Term of Auditors)
Article 23
The term of auditors shall expire at the conclusion of Annual general meeting of shareholders held last in a business year that ends within four (4) year after his or her appointment.
The term of auditor elected to fill a vacancy shall serve only for the unexpired term of the corporate auditor who vacated the office.
(Remuneration Paid and Bonus to Directors)
Article 24
Remuneration Paid to auditors shall be determined by a resolution of General meeting of shareholders.
(Exclusions of Auditors)
Article 25
According to Item 1, Article 426 of the Companies Act, the Company shall exempt the exclusions of auditors provided in Item 1, Article 423 of the Companies Act to the limit of the Act by more than a half of directors’ agreement.
According to the First Paragraph of Article 427 of Corporate Low, the Company may enter into agreement, which determines the limit of liability of outside auditor provided in the First Paragraph of Article 423 of Corporate Low with this outside auditor. However, full amounts of liability limits based on the Contract are sum of the money according to the First Paragraph of Article 425 of Corporate Low.
ChapterⅥ Calculation
(Fiscal Year)
Article 26
The fiscal year of the Company shall be one year, commencing on March 1st of each year and ending on the end of the February of the following year.
(Date of Dividends of surplus)
Article 27
The record date of the year-end dividend of the Company shall be the last day of February every year.
In addition to the preceding paragraph, the Company can decide the record date to pay dividends.
(The term of exclusion of dividends)
Article 28
In the event any dividends remain in money undeceived over three (3) years from the date they have first become due and payable, the Company relieved from it’s obligation to pay.
1. 5/26/1981 Notarial certificate
2. 6/1/1981 Establishment of the company
3. 8/16/1988 Amendment to articles of incorporation
4. 8/30/1988 Amendment to articles of incorporation
5. 27/4/1990 Amendment to articles of incorporation
6. 3/12/1993 Amendment to articles of incorporation
7. 12/2/2000 Amendment to articles of incorporation
8. 19/3/2001 Amendment to articles of incorporation
9. 25/4/2001 Amendment to articles of incorporation
10. 26/4/2002 Amendment to articles of incorporation
11. 28/4/2004 Amendment to articles of incorporation
12. 25/5/2006 Amendment to articles of incorporation
13. 28/12/2009 Amendment to articles of incorporation
14. 16/8//2010 Amendment to articles of incorporation
15. 28/12/2010 Amendment to articles of incorporation
16. 30/5/2011 Amendment to articles of incorporation
17. 1/3/2013 Amendment to articles of incorporation
18. 24/5/2013 Amendment to articles of incorporation
19. 6/12/2013 Amendment to articles of incorporation
The above is surely articles of association of this company.
3-16-3 Higashi, Shibuya-ku, Tokyo
TOMS CO., LTD.
Representative Director Kunihiko Ohashi