Certificate of Incorporation

ARTICLES OF INCORPORATION (Revised June 16, 2021) JGC CORPORATION - 1 - ARTICLES OF INCORPORATION OF JGC CORPORATION CHAPTER I. GENERAL PROVISIONS ARTICLE 1. (Company Name) The name of the Company shall be Nikki Global Kabushiki Kaisha and shall be indicated in English as JGC CORPORATION. Notwithstanding the preceding statement, the naming of the Company in English shall be rendered as JGC GLOBAL CORPORATION in certain specified jurisdictions including the People’s Democratic Republic of Algeria. ARTICLE 2. (Purposes) The purpose of the Company shall be to carry on the following business services: (1) The design, procurement, construction, operation and maintenance activities related to plants, facilities and systems in such areas of business as petroleum, petroleum refining, petrochemicals, gas, chemicals in general, electric power, steel manufacturing, non-ferrous metal, metal smelting, nuclear power, coal production, water production, agricultural production, feed production, biochemical processes, foods, pharmaceuticals, medical goods and equipment, information, telecommunications, transportation, distribution, stockpiling, urban development, water supply and sewerage systems, industrial pollution control, disaster prevention, environmental conservation, space development, paper/pulp, ceramics/cement, construction materials and renewable energy. (2) The lease and installment sale of the plants, facilities and systems regarding the above clause. (3) Consultation for the planning of the plants, facilities and systems mentioned in clause 1. (4) The research and development of technologies regarding the activities identified in clause 1. (5) The manufacture and sale of the plants, machinery, tools and measurement equipment associated with the activities identified in clause 1. (6) The acquisition, development, maintenance, supply and sale of intangible proprietary rights - 2 - such as industrial property rights and copyrights, and of know-how, system engineering and other software. (7) The provision of manpower in accordance with the provisions of “The Law for Securing the Proper Operation of Worker Dispatching Undertakings and Improved Working Conditions for Dispatched Workers.” (8) All services incidental to or regarding each of the above clauses. ARTICLE 3. (Location of Head Office) The head office of the Company shall be located in Yokohama, Kanagawa. ARTICLE 4. (Organization) In addition to the General Meeting of Shareholders and directors, the Company establishes the following organizations: (1) Board of Directors (2) Corporate Auditors (3) Accounting Auditors ARTICLE 5. (Method of Public Notices) The Company shall make its public notices through the Official Gazette. CHAPTER II. SHARES ARTICLE 6. (Total Allowable Number of Shares) The total number of shares that can be issued by the Company shall be 50,000 shares. ARTICLE 7. (Limitation of Share Transfer) The acquisition of shares of the Company by transfer shall be approved by the Board of Directors of the Company. - 3 - CHAPTER III. GENERAL SHAREHOLDERS’ MEETING ARTICLE 8. (Time of Calling) An ordinary general shareholders’ meeting shall be called every year in June, and an extraordinary general shareholders’ meeting may be called whenever necessary. ARTICLE 9. (Base Date for Ordinary General Shareholders’ Meeting) The base date for being eligible for voting rights at the ordinary general shareholders’ meeting is March 31 of each year. ARTICLE 10. (Person Entitled to Call a Meeting and Chairmanship) A general shareholders’ meeting shall be called by any one of the directors determined in advance at a meeting of the Board of Directors, and he shall act as chairman of a general shareholders’ meeting. 2. Should the director determined in the above clause be unable to so act, any one of the other directors determined in accordance with the order provided for in advance at a meeting of the Board of Directors shall call the general shareholders’ meeting and act as chairman. ARTICLE 11. (Procedure for Resolutions) Except as otherwise provided for by law or herein, resolutions at a general shareholders’ meeting may be made by the majority of voting rights of the shareholders with such rights. 2. Pursuant to the regulations set forth in Article 309, Paragraph 2 of the Companies Act, resolutions shall be made by voting rights equivalent to the two-thirds or more of the voting rights of the shareholders with such rights and the number of shares with voting rights held or represented by those at the meeting of such shareholders shall be one-third or more with such rights present thereat. CHAPTER IV. DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS ARTICLE 12. (Number of Directors) The Company shall have seven or fewer directors. - 4 - ARTICLE 13. (Procedure of Selection) Directors shall be elected at the resolution of a general shareholders’ meeting. 2. The election of a director shall be conducted by shareholders present thereat who can exercise voting rights equivalent to one-third or more of the voting rights of all the shareholders and by the majority of the voting rights represented at the meeting. 3. No cumulative voting shall be conducted for the election of directors. ARTICLE 14. (Tenure of Office) The tenure of office of directors shall expire at the conclusion of the ordinary general shareholders’ meeting concerning the end of business year that falls within one year following their appointment. ARTICLE 15. (Representative Director) The Representative Director shall be elected by resolution at a meeting of the Board of Directors. ARTICLE 16. (Executive Officers) The Board of Directors shall by resolution of a meeting appoint executive officers who shall execute the businesses assigned at the meeting. ARTICLE 17. (Remuneration) The remuneration for directors, which consists of bonuses and other benefits from the Company in consideration of the execution of their duties (hereinafter referred to as “remuneration”), shall be determined by the general meeting of shareholders. ARTICLE 18. (Persons having the Calling Rights and Chairman) Except as otherwise provided for by law, meetings of the Board of Directors shall be called by any one of the directors determined in advance at a meeting of the Board of Directors and he shall act as chairman of meetings of the Board of Directors. 2. Should the director determined in the above clause be unable to so act, any one of the other directors determined in accordance with the order provided at meetings of the Board of Directors shall call the meeting of the Board of Directors and act as chairman. - 5 - ARTICLE 19. (Procedure for Calling) A notice calling a meeting of the Board of Directors shall be issued to each director and each corporate auditor at least three days in advance of the date set for the meeting. However, in case of emergency, the said period may be shortened. ARTICLE 20. (Agenda) At its meeting, the Board of Directors shall decide on important matters relating to the execution of business as well as the matters provided for by law or herein. ARTICLE 21. (Resolution of the Board of Directors without Meetings) In accordance with the fulfillment of the requirement under the Article 370 of the Companies Act, the Company is deemed to have passed a resolution at the Board of Directors’ Meeting. ARTICLE 22. (Directors’ Exemption from Liability) The Company may, by resolution of the Board of Directors, exempt any directors (including former directors) from liabilities as provided in Article 423, Paragraph 1 of the Companies Act to the extent as provided in laws or regulations. However, such directors’ liability exemption shall exclude their minimum liability amount stipulated by law. 2. In accordance with Article 423, Paragraph 1 of the Companies Act, the Company may enter into agreements with directors (excluding executive directors, etc.) to limit their liability associated with the performance of their duties. However, the liabilities associated with the performance of their duties based on the agreement shall be the minimum liability amount stipulated by law. CHAPTER V. CORPORATE AUDITORS ARTICLE 23. (Number of Corporate Auditors) The Company shall have two or fewer corporate auditors. ARTICLE 24. (Procedure of Selection) Corporate auditors shall be elected by resolution at a general shareholders’ meeting. 2. The resolutions of the election of corporate auditors shall be conducted in the presence of shareholders who can exercise voting rights equivalent to one-third or more of all the shareholders and by the majority of their voting rights. - 6 - ARTICLE 25. (Tenure of Office) The tenure of office of corporate auditors shall expire at the conclusion of the ordinary general shareholders’ meeting concerning the last business year within four years following their assumption of office. 2. The tenure of a corporate auditor who shall be appointed as an alternate for a resigning corporate auditor shall be the same as the remaining term of office of the resigning member. ARTICLE 26. (Remuneration) The remuneration and other benefits for corporate auditors shall be determined by resolution at a general shareholders’ meeting. ARTICLE 27. (Exemption from Liability for Corporate Auditors) The Company may, by resolution of the Board of Directors, exempt any corporate auditor (including former corporate auditors) from liabilities as provided in Article 423, Paragraph 1 of the Companies Act to the extent as provided in laws or regulations. However, such corporate auditors’ liability exemption shall exclude their minimum liability amount stipulated by law. 2. In accordance with Article 423, Paragraph 1 of the Companies Act, the Company may enter into agreements with corporate auditors to limit their liability associated with the performance of their duties. However, the limit of the liabilities for their duties based on the agreement shall be the minimum liability amount stipulated by law. CHAPTER VI. ACCOUNTING AUDITOR ARTICLE 28. (Procedure of Selection) The Accounting Auditor shall be elected by the general shareholders’ meeting. ARTICLE 29. (Tenure of Office) The term of office for the Accounting Auditor shall expire at the conclusion of the ordinary general shareholders’ meeting concerning the last business year within one year following his assumption of office. 2. However, the Accounting Auditor is deemed to be reappointed at the above ordinary general shareholders’ meeting provided that there is no resolution to the contrary. - 7 - CHAPTER VII. ACCOUNTS ARTICLE 30. (Business Year) The business year of the Company shall be the one-year period from April 1 to March 31 of the following year. ARTICLE 31. (Base Date for Distribution of Retained Earnings) The base date for the Company’s year-end distribution of retained earnings is March 31 of every year. ARTICLE 32. (Rejection of Dividend Payment) If and when the dividend is paid in the form of cash, and if delivery of the dividend has not been accomplished within three years from the date it became due and payable, the Company shall be relieved of the obligation of such payment.