Articles of Incorporation

MUTOH HOLDINGS CO., LTD.

Chapter 1: General provisions(Business name)
Article 1
The company name is Mutoh Holdings Kabushiki Kaisha, and in English, it is indicated as
Mutoh Holdings Co., Ltd.
(Business purpose)
Article 2
The purpose of the Company is to conduct the business stated below.
1. Control and management of the business activities of companies that have the businessbelow as their purpose, and of foreign companies that have the equivalent business as
their purpose, by possessing the shares of such companies(1)

Planning, designing, developing, manufacturing, selling, maintaining, supervising,importing, and exporting designing and drafting equipment, image processing
equipment, information processing equipment, measurement equipment,
weighing equipment under the Measurement Act, equipment for clerical work, andrelated fixtures and fittings(2)

Planning, designing, developing, manufacturing, selling, maintaining, supervising,importing, and exporting computer hardware and computer software(3)

Planning, developing, manufacturing, selling, maintaining, leasing, renting,importing, and exporting material processing machines for construction, machine
tools, communication equipment, computer equipment, writing materials,
equipment for clerical work, electronic devices, design and drafting implements,
and parts(4)

Work related to information processing and information provision services(5)

Planning, designing, developing, operating, maintaining, and supervising in
relation to information systems(6)

Planning, developing, manufacturing, selling, importing, and exporting softwareand hardware related to information systems(7)

Consultation, guidance, and education in relation to information systems(8)

Planning, developing, designing, manufacturing, selling, importing, and exporting
hardware and software related to mechatronics(9)

Manufacturing, selling, importing, and exporting LEDs and related products(10)

Selling, importing, and exporting ozone-related products(11)

Importing, exporting, manufacturing, and selling healthcare equipment(12)

Manufacturing and selling distilled water and distilled water manufacturing
equipment

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(13)

Planning, developing, manufacturing, selling, importing, and exporting medical
equipment, medical instruments, and medical implements(14)

Planning, producing, manufacturing, selling, leasing, renting, importing, andexporting various types of publications, such as books, photographs, images,
videos, footage, software related to voices and music, records, music tapes, andrelated software(15)

Planning, developing, producing, selling, leasing, renting, importing, andexporting new media products such as DVDs, CD-ROMs, compact discs, andvideotapes(16)

Filming, developing, making glossy prints, enlarging, printing, and duplicating
various types of photographs and images, and selling, importing, and exporting
things such as film, photographic paper, and photographic materials(17)

Planning, researching, designing, developing, manufacturing, selling, importing,and exporting processing technologies for photographs and images andprocessing equipment for photographs and images(18)

Planning, developing, manufacturing, selling, importing, and exporting sporting
goods and supplementary items for exercise (tape for taping, supporters, etc.)(19)

Planning, designing, developing, producing, manufacturing, selling, importing,and exporting 3-D print seal machines and 3-D image machines(20)

Planning, designing, developing, producing, manufacturing, selling, importing,and exporting hardware, software, and systems related to 3-D print seals, 3-D
images, and 3-D information(21)

Planning, producing, creating, processing, forming, printing, selling, importing,and exporting 3-D print seals, 3-D images, and 3-D information, and importingand exporting technologies related to things such as maintaining, sending, andreceiving such information(22)

Installation in 3-D print seal machines, 3-D image machine amenity facilities,
amusement facilities, and other necessary facilities, planning, designing,
implementing, and operating those facilities, and producing, creating, processing,forming, printing, and selling 3-D print seals and images using the equipment
installed in those facilities(23)

Direct operation of business related to 3-D print seals, operation of business
related to 3-D seals through franchises, and planning, recruiting, organizing,guiding, educating, managing, and consulting member stores(24)

Planning, designing, developing, manufacturing, selling, importing, and exporting
3-D printers(25)

Planning, implementing, managing, and operating various types of business thatuse 3-D printers, and producing, creating, processing, forming, printing, importing,and exporting products and commodities made by 3-D printers

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(26)

Manufacturing, selling, importing, and exporting organic andcompounds and other petroleum-based and oil-based compounds(27)

Manufacturing, selling, importing, and exporting synthetic resin-based products
and other polymer compounds(28)

Agency business for insurance based on the Non-Life Insurance and Automobile
Liability Security Act, and work related to soliciting life insurance(29)

Selling and loaning welfare equipment and specific welfare equipment based on
the Long-Term Care Insurance Act(30)

Work related to filming, developing, making glossy prints, enlarging, andduplicating various types of photographs and images, and selling photographic
materials such as film and photographic paper(31)

Planning, manufacturing, selling, importing, and exporting everyday household
goods, interior items, and various types of apparel products(32)

Selling, importing, and exporting medicines and quasi-medicines(33)

Work dispatching specific workers, work dispatching ordinary workers, and work
dispatching temporary workers who are expected to become permanent
employees(34)

Planning, designing, producing, and selling information media related to publicity
and advertisement, and advertisement agency(35)

Travel agency business based on the Travel Agency Act and travel businessbased on the Travel Agency Act(36)

Operating, managing, and running restaurants, convenience stores, and othervarious types of commercial facilities(37)

Intermediating for cleaning, cleaning buildings, and conducting maintenance andsecurity for various types of facilities(38)

Selling, exchanging, leasing, and mediating for real estate, and possessing,managing, and operating(39)

Installing and leasing the products and commodities stated in each of the items
above, and selling, maintaining, managing, conducting related services for,wholesaling, importing, and exporting related parts and consumables(40)

Operating and managing mail-order sales and mail-order business for various
types of products and commodities through the Internet(41)

Investigating, gathering, analyzing, managing, processing, and providing various
types of information(42)

Obtaining, possessing, maintaining, implementing, using, and licensing
intellectual property rights such as copyrights, patent rights, utility model rights,
and merchandising rights

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inorganic

2.

Consulting related to market research, research and development, and management inrelation to each of the items of item 1 above, and obtaining, implementing, using,
licensing, maintaining, and managing intellectual property rights (copyrights, patentrights, and utility model rights, etc.)

3.

Sales, exchanges, and leasing of real estate, mediation for such sales, exchanges, andleasing, and possession, management, and use

4.

Financial business

5.

Planning, operation, control, and consulting that is necessary for accomplishing the workof each of the items above, and all other work that is incidental to or related to each of
the items above(Location of headquarters)
Article 3
The Company will have its headquarters in Setagaya-ku, Tokyo.
(Organization)
Article 4
The Company will have the organiations below in addition to general shareholders’ meetingsand directors.
(1) A board of directors(2) An auditing and supervisory committee(3) An accounting auditor(Method of announcements)
Article 5
The Company’s method of announcements will be electronic announcements. Provided,
however, that in the event that it is not possible to make an announcement through anelectronic announcement because of an accident or other unavoidable reason, it will bemade by a posting in the Nihon Keizai Shimbun.

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Chapter 2: Shares(Total number of issuable shares)
Article 6
The total number of the Company’s issuable shares will be 17,000,000.
(Acquisition of own shares)
Article 7
The Company can acquire its own shares by resolution of a board of directors’ meeting,according to the provisions of Article 165 (2) of the Companies Act.
(Number of unit shares)
Article 8
The number of the Company’s unit shares will be 100 shares.
(Rights for shares that are less than one unit)
Article 9
For the Company’s shares, rights other than the rights listed below cannot be exercised forpossessed shares that are less than one unit.
(1) The rights listed in each item of Article 189 (2)(2) The right to make claims under the provisions of Article 166 (1)(3) The right to receive allocation of shares for subscription and share acquisition rights inaccordance with the number of shares possessed(4) The right to make the stipulated claims(Additional purchase of shares that are less than one unit)

Article 10
The Company’s shareholders can request selling of shares in the number that results fromcombining the number of shares that are less than one unit and the number of unit sharesthat they possess, according to the stipulations of the Share Handling Regulations.
(Provisions for handling shares)
Article 11
Handling and service charges related to the Company’s shares will be according to laws andordinances or these Articles of Incorporation, as well as the Share Handling Regulations
stipulated by the board of directors.
(Manager of the list of shareholders)
Article 12
1. The Company will have a manager of the list of shareholders.
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2.

The manager of the list of shareholders and its place of handling clerical work will be
stipulated by a resolution of a board of directors’ meeting.

3.

Creation of the Company’s list of shareholders and share option registry, the keeping of
those documents, and other clerical matters related to the list of shareholders and theshare option registry will be consigned to the manager of the list of shareholders, andthe Company will not handle such matters.

(Reference date)
Article 13
1. The reference date for voting rights at the Company’s regular general shareholders’meetings will be March 31 of each year.
2.

In addition to Article 13.1, when it is necessary a reference date will be publicly
announced in advance and stipulated by a resolution of a board of directors’ meeting.

Chapter 3: General shareholders’ meetings(Convocation)
Article 14
1. The Company’s regular general shareholders’ meeting will be convened within thethree-month period beginning on April 1 of each year, and extraordinary generalshareholders’ meetings will be convened as necessary.
2.

Except in cases in which there are other stipulations in a law or ordinance, theCompany’s general shareholders’ meetings will be convened by the company president
based on a resolution by a board of directors’ meeting. When the company president has
had an accident, another director will convene the meeting, in the order stipulated inadvance by the board of directors.

(Chairperson)
Article 15
The company president will be the chairperson of general shareholders’ meetings. When thecompany president has had an accident, another director will serve as chairperson, in theorder stipulated in advance by the board of directors.
(Internet disclosure of general shareholders’ meeting reference documents, and deemed
provision)
Article 16
When the Company convenes a general shareholders’ meeting, by disclosing information
related to matters that should be stated or indicated in general shareholders’ meetingreference documents, business reports, financial documents, and consolidated financial
statements by a method of using the Internet according to the stipulations of an ordinance ofthe Ministry of Justice, it will be possible to deem that provision was made to shareholders.

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(Method of resolution)
Article 17
Except in cases in which there are other stipulations in a law, ordinance, or these Articles ofIncorporation, resolution by a shareholders’ meeting will be made by a majority of the voting
rights of shareholders in attendance who can exercise voting rights.

(Proxy execution of voting rights)
Article 18
1. A shareholder can exercise voting rights as a representative of one other shareholder
who has voting rights for the Company.
2.

A representative will be required to submit to the Company a document that proves proxyauthority.

(Minutes)
Article 19
Minutes will be prepared for the proceedings of a shareholders’ meeting, according to the
stipulations of laws and ordinances.

Chapter 4: Directors and board of directors’ meetings(Number of directors)
Article 20
1. The Company’s directors (excluding people who are auditing and supervisory committee
members) will be ten people or less.
2.

The Company’s directors who are auditing and supervisory committee members will befour people or less.

(Election of directors)
Article 21
1. The Company’s directors will be classified as directors who are auditing and supervisorycommittee members and other directors, and elected by a shareholders’ meeting.
2.

An election resolution for a director will be made by attendance by the shareholders who
have at least one-third of the shares for which it is possible to exercise voting rights, andby a majority of those voting rights.

3.

An election resolution for a director will not be made by collective voting.

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(Director’s term)
Article 22
1. The term of a director (excluding people who are auditing and supervisory committee
members) will be until the time of the conclusion of the regular general shareholders’meeting related to the final things for the business year that will end within one year after
his or her election.
2.

The term of a director who is an auditing and supervisory committee member will be until
the time of conclusion of the regular general shareholders’ meeting related to the final
things for the business year that will end within two years after his or her election.

3.

The term of a director who is an auditing supervisory committee member and who waselected as a substitute for a director who was an auditing and supervisory committee
member and who resigned before expiration of his or her term will be until the time of
expiration of the term of the director who was an auditing and supervisory committee
member and who resigned.

(Representative director and directors with specific titles)
Article 23
1. The board of directors will make a resolution to elect a representative director fromamong the directors (excluding directors who are auditing and supervisory committee
members).
2.

The board of directors will make a resolution to elect one company president fromamong the directors (excluding directors who are auditing and supervisory committee
members), and can elect several chairpersons of the board of directors, vice presidentsof the board of directors, executive directors, and managing directors, as necessary.

(Directors’ remuneration, etc.)
Article 24
Directors’ remuneration, bonuses, and other economic profits that are received from theCompany as consideration for execution of duties will be stipulated by resolution of ashareholders’ meeting, with classification made as directors who are auditing and su pervisorycommittee members and other directors.

(Convocation of board of directors’ meetings)
Article 25
1. For convocation of a board of directors’ meeting, notification will be issued to eachdirector by three days before the date of the meeting. Provided, however, that this canbe shortened in the event of an emergency.
2.

When all of the directors have agreed, a board of directors’ meeting can be held without
conducting convocation procedures.

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(Person with the right to convene board of directors’ meetings, and the chairperson)
Article 26
1. Except in cases in which there are other stipulations in a law or ordinance, the director
who was stipulated in advance by the board of directors will convene board of directors’
meetings and serve as the chairperson.
2.

When the director of the previous clause has had an accident or trouble, another director
will serve in his or her place in the order stipulated in advance by the board of directors.

(Resolution by a board of directors’ meeting)
Article 27
1. Resolution by a board of directors’ meeting will be made by attendance by a majority ofthe directors who can be involved in resolution, and by a majority of the directors who
attended.
2.

When the requirements of Article 370 of the Companies Act have been fulfilled, theCompany will deem that a resolution by a board of directors’ meeting was made.

(Delegation of determination of execution of important work)
Article 28
The board of directors can make a resolution to delegate all or a portion of determination of
execution of important work (excluding the matters listed in each of the items of Article 399.5of the Companies Act) to directors, according to the provisions of Article 399-13 (6) of theCompanies Act.
(Minutes of a board of directors’ meeting)
Article 29
1. The points and results of the procedures of proceedings of a board of directors’ meeting,and other matters stipulated in laws and ordinances, will be stated or recorded inminutes, and the directors who attended will write their names on and affix their seals to
the minutes.
2.

The minutes of a board of directors’ meeting will be kept at headquarters for a ten-year
period beginning on the date of resolution.

(Board of directors regulations)
Article 30
Matters related to operation of the board of directors will be according to board of directors
regulations stipulated by the board of directors.
(Directors’ exemption from liability)
Article 31
1. Under the provisions of Article 426 (1) of the Companies Act the Company can, by aresolution of a board of directors’ meeting and within the limits of laws and ordinances,
exempt the liability for damages of directors (including people who were auditing
directors) caused by neglect of duties.
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2.

Under the provisions of Article 427 (1) of the Companies Act the Company can conclude
with a director (excluding people who are managing or executive directors) anagreement that limits liability for compensation for damages due to neglect of duties.
Provided, however, that the limit on liability based on the relevant agreement will be theminimum amount stipulated by laws and ordinances.

Chapter 5: Executive officers(Executive officers)
Article 32
1. The Company can establish executive officers by resolution of a board of directors’
meeting.
2.

Matters related to executive officers will be stipulated in executive officer regulations
stipulated by the board of directors.

Chapter 6: Auditing and supervisory committee(Authority of the auditing and supervisory committee)
Article 33
1. The auditing and supervisory committee will be composed of auditing and supervisorycommittee members.
2.

In addition to the matters stipulated by laws, ordinances, or the Articles of Incorporation,
the auditing and supervisory committee will exercise the necessary authority for
performing its duties.

(Convocation of auditing and supervisory committee meetings)
Article 34
1. For convocation of an auditing and supervisory committee meeting, notification will be
issued to each auditing and supervisory committee member by three days befo re thedate of the meeting. Provided, however, that this can be shortened in the event of an
emergency.
2.

When all of the auditing and supervisory committee members have agreed, an auditing
and supervisory committee meeting can be held without conducting convocation
procedures.

(Method of resolution by an auditing and supervisory committee meeting)
Article 35
Resolutions by an auditing and supervisory committee meeting will be made by attendance ofa majority of the auditing and supervisory committee members who can be involved in

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resolutions and by a majority of the auditing and supervisory committee members who
attended.
(Minutes of an auditing and supervisory committee meeting)
Article 36
1. The points and results of the procedures of proceedings of an auditing and supervisorycommittee meeting, and other matters stipulated in laws and ordinances, will be statedor recorded in the minutes, and the auditing and supervisory committee members who
attended will write their names on and affix their seals to the minutes.
2.

The minutes of an auditing and supervisory committee meeting will be kept at
headquarters for a ten-year period beginning on the date of resolution.

(Auditing and supervisory committee regulations)
Article 37
Matters related to the auditing and supervisory committee will be according to the stipulationsof laws, ordinances, and the Articles of Incorporation, as well as auditing and supervisorycommittee regulations stipulated by the auditing and supervisory committee.

Chapter 7: Accounting auditor(Election of the accounting auditor)
Article 38
1. The accounting auditor will be elected at a general shareholders’ meeting.
2.

The term of the accounting auditor will be until the time of the conclusion of the regular
general shareholders’ meeting related to the final things for the business year that willend within one year after his or her election.

3.

When another resolution will not be made at the regular general shareholders’ meetingof Article 38.2, it will be deemed that the person was reappointed at that regular generalshareholders’ meeting.

Chapter 8: Calculation(Business year)
Article 39
The Company’s business year will be the one year from April 1 of each year until March 31 of
the following year.

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(Reference date for dividends of surplus funds)
Article 40
1. The reference date for the Company’s year-end dividends will be March 31 of each year.
2.

In addition to Article 40.1, it will be possible to stipulate a reference date and pay
dividends of surplus funds.

(Interim dividends)
Article 41
The Company can, by resolution of a board of directors’ meeting, pay interim dividends, with
September 30 of each year as the reference date.
(Statute of limitations for dividends)
Article 42
1. In the event that dividend assets are money, when they have not been received eventhough three years have passed since the date payment of those dividends began, theCompany will be exempt from the obligation to pay them.
2.

There will be no interest for the money of Article 42.1.

Surplus provisions
Article 6 and Article 8 will go into effect on October 1, 2017. This surplus provision will bedeleted when the effective date has passed.

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