ARTICLES OF INCORPORATION

Last Revised on June 22,2022

TEIJIN LIMITEDArticles of Incorporation

Chapter I. General Provisions
Article 1. (Trade Name)
The name of the Company shall be TEIJIN KABUSHIKI KAISHA and in English
TEIJIN LIMITED.
Article 2. (Objectives)
The objectives of the Company shall be to carry out the following businesses andrelated businesses, and to control or manage the business of companies or others
carrying out the following businesses and related businesses through holding shares orinterests of such companies and others.
1． Manufacturing, processing and sale and purchase of the following items(1) Chemical and other fibers, and their materials and by-products;(2) Textile raw materials and products;(3) Plastics and other chemical products, and their materials and by-products;(4) Petrochemical products, and their materials and by-products;(5) Medicines, quasi-medicines, cosmetics and other chemical products, and theirmaterials and by-products;(6) Textile, chemical and other machinery, equipment and instruments;(7) Medical equipment and appliances;(8) Electronic, analysis and data processing equipment, and related materials;(9) Automobile-related equipment;(10) Civil engineering and construction materials;(11) Furniture, ornaments, leisure goods and other sundry goods;(12) Foodstuffs and food additives, and their materials and by-products;
2． Leasing of the above items and others
3． Development and sale of software, and the data communication, data processing
and data provider business;
4． Business relating to home healthcare and aiding and nursing in non-hospital
facilities, and operation of medical related facilities;
5． Transportation, forwarding agency and warehousing business;
6． Sale and purchase, leasing and renting, and administration, and agency services
for real property, and designing, administration and contracting of land
reclamation and construction works;-1-7． Financing, accident insurance agency and life-insurance soliciting business;
8． Operation of educational facilities;
9． Collection, transportation, processing and recycling of industrial and generalwaste; and10． Sale and purchase, research, design, technical assistance and consulting businessof technology and information related to the above items.
Article 3. (Location of Headquarters)
The headquarters of the Company shall be located in Osaka-city.
Article 4. (Method of Public Notices)
The Company shall use an electronic public notice as a method of public notice. If theelectronic public notice should fail due to accident or other unavoidable circumstances,the public notice shall be made through the Nihon Keizai Shimbun.
Article 5. (Establishment of Organizations)
The Company shall have the following organizations in addition to the Ordinary
General Meeting of Shareholders and Directors:(1) The Board of Directors(2) Statutory Auditors(3) The Board of Statutory Auditors(4) Accounting Auditor(s)Chapter II. Shares
Article 6. (Total Number of Authorized Shares)
The total number of authorized shares of the Company shall be 600,000,000.
Article 7. (Number of Shares to constitute One Unit and Rights to Shares less than One Unit(“Odd-Lot Shares”)
1． The number of shares to constitute one unit shall be 100.
2． The shareholders having only Odd-Lot Shares shall not be allowed to exercise rights
other than the followings:(1) Rights as per each Item of Article 189, Paragraph 2 of the Companies Act(2) Right to request as per Article 166, Paragraph 1 of the Companies Act-2-(3) Rights to have allotment of shares and stock option according to the number ofshares held by the shareholder(4) Rights to request the Company to sell Odd-Lot Shares as stipulated in Article 9Article 8. (Administrator of Shareholder Registry)
1． The Company shall have an Administrator of Shareholder Registry.
2． The Administrator of Shareholder Registry and the place of its office shall be selectedby a resolution of the Board of Directors and notified to the public.
Article 9. (Additional Purchase by Shareholders of Odd-Lot Shares)
Each shareholder who owns the Odd-Lot Shares may request the Company to sell theexact number of shares that would constitute one unit together with the Odd-Lot
Shares then such shareholder holds.
Article 10. (Place of Custody of Shareholder Registry and Stock Option Registry, and theAffairs delegated to the Administrator of Shareholder Registry)
The preparation and custody of the Company’s Shareholder Registry and the Stock
Option Registry and the other affairs related to the Shareholder Registry and theStock Option Registry shall be delegated to the Administrator of Shareholder Registry
and not be done by the Company.
Article 11. (Share Handling Regulations)
The handling of the Company’s shares and their charges shall be governed by theshare handling regulations adopted by the Board of Directors as well as laws and these
Articles of Incorporation.

Chapter III. General Meeting of Shareholders
Article 12. (Time and Venue of the General Meeting of Shareholders)
1． The Ordinary General Meeting of Shareholders shall be convened in June of every year.
2． An Extraordinary General Meeting of Shareholders shall whenever necessary beconvened from time to time.
3． The Company shall hold the General Meeting of Shareholders in Prefecture of Osaka orTokyo.
Article 13. (Record Date of the Ordinary General Meeting of Shareholders)-3-The record date of the Ordinary General Meeting of Shareholders for exercising voting
rights shall be March 31 of each year.
Article 14. (Measures for Providing Information in Electronic Format, etc.)
Upon convening a General Meeting of Shareholders, the Company shall take measuresfor providing information that constitutes the content of reference documents, etc. for
the General Meeting of Shareholders in electronic format.
Among items to be provided information in electronic format, the Company may
exclude all or part of the items stipulated in the Ordinance of the Ministry of Justice inthe document that will be issued to shareholders who requested issuance of thedocument by the record date for voting rights.
Article 15. (Chairman of General Meeting of Shareholders)
The Representative Director of the Company appointed by the Board of Directors shallact as chairman of a General Meeting of Shareholders. When said Director isprevented from so acting, one of the other Directors shall act in his/her place in theorder determined by the Board of Directors.
Article 16. (Method of Adopting Resolutions)
1． Unless otherwise provided for by laws or ordinances or by these Articles ofIncorporation, the resolutions at the General Meeting of Shareholders shall be adopted
by a majority of the voting rights of the shareholders present at the Meeting who areentitled to exercise voting rights.
2． The resolutions at a General Meeting of Shareholders stipulated in Article 309,
Paragraph 2 of the Companies Act shall be adopted by two-thirds (2/3) or more of thevotes of the shareholders present at the Meeting, a quorum of which is one-third (1/3) ormore of voting rights of the shareholders entitled to exercise voting rights.
Article 17. (Exercise of Right of Voting by Proxy)
1． A shareholder or its legal representative may exercise by proxy its voting right at theGeneral Meeting of Shareholders through one (1) representative who shall be ashareholder of the Company entitled to vote at that Meeting.
2． In such a case, such shareholder or its representative shall submit to the Company adocument certifying his/her power or representation, prior to the opening of the General
Meeting of Shareholders.
Article 18. (Minutes of the General Meeting of Shareholders)-4-The substance of proceedings at the General Meeting of Shareholders, the results
thereof and other matters stipulated by laws and ordinances shall be recorded in theMinutes of the Meeting.
Article 19. (Matters to be resolved by a General Meeting of Shareholders)
The decision shall be made at a General Meeting of Shareholders on the takeover
defense measures employing allotment of shares or stock option without contribution,
which will be adopted before the commencement of an acquisition of the Company’s
shares by persons or companies regarded as inappropriate in light of the Company’s
basic policy regarding its shareholders.

Chapter IV. Directors and the Board of Directors
Article 20. (Number of Directors)
The Directors of the Company shall not be more than ten (10).
Article 21. (Election of Directors)
1． Directors shall be elected at a General Meeting of Shareholders.
2． Resolutions for the election of Directors shall be adopted by a majority of the votes ofthe shareholders present at a General Meeting of Shareholders, a quorum of which is
one-third (1/3) or more of voting rights of the shareholders entitled to exercise votingrights.
3． No cumulative voting shall be used for the election of Directors.
Article 22. (Term of Office)The terms of office of Directors shall end at the closing of the Ordinary General
Meeting of Shareholders convened for the last fiscal year that closes within one (1)year after his/her election.
Article 23. (Election of Representative Director)
The Board of Directors shall appoint by its resolution certain number ofRepresentative Directors.
Article 24. (Selection of Directors with Executive Power and Appointment of Counselors andCouncilors)-5-1． Among the Directors, the Board of Directors may appoint by its resolution one (1)Chairman, one (1) President, and certain number of Vice–Chairmen, Executive Vice–Presidents, Senior Managing Directors and Managing Directors.
2． The Board of Directors may appoint Counselors and Councilors.
Article 25. (Directors' Compensation)
The remuneration, bonuses and other financial benefits of Directors receivable fromthe Company in consideration of the execution of duties (collectively, “Compensation”)
shall be determined by the General Meeting of Shareholders.
Article 26. (Reduction and Release of Directors’ Liabilities)
The Company may release any Director from its liabilities stipulated in Article 423,
Paragraph 1 of the Companies Act, within the limitation provided in the Companies
Act by a resolution of the Board of Directors where such Director performed his/herduties in good faith and without gross negligence in relation to such performance andsuch release is considered necessary in light of the cause of such liabilities, the mannerof such performance and any other circumstances.
Article 27. (Liabilities Limitation Agreement with Directors)
The Company may enter into an agreement with any Director(excluding ExecutiveDirector) which limits his/her liabilities to the amount equal to the higher of twenty
million yen (Yen 20,000,000) and the amount aggregated by each Item of Article 425,
Paragraph 1 of the Companies Act, with respect to the liabilities stipulated in Article
423, Paragraph 1 of the Companies Act, in case that such Director performed his/herduties in good faith and without gross negligence in relation to such performance.
Article 28. (Notice of Convocation of Meetings of the Board of Directors)
Notice of convocation of meeting of the Board of Directors shall be sent to every
Director and Statutory Auditor three (3) days prior to the date of the meeting;provided, however, that such period may be shortened in case of emergency.
Article 29. (Omission of Resolutions of the Board of Directors)
In case a Director proposes a matter to be determined by a resolution of the Board ofDirectors and all the Directors entitled to vote to the matter express unanimous
consent in writing or via an electronic method, the resolution of the Board of Directors
to the matter shall be deemed to have been adopted to that effect unless a Statutory
Auditor expresses objection.

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Article 30. (Regulations of the Board of Directors)
Matters concerning the Board of Directors shall be subject to the Regulations of theBoard of Directors adopted by the Board of Directors.

Chapter V. Statutory Auditors and the Board of Statutory AuditorsArticle 31. (Number of Statutory Auditors)
1． The Statutory Auditors of the Company shall be three (3) or more.
2． Even if a vacancy occurs among Statutory Auditors in office, the vacancy may be left
until the next election of Statutory Auditor(s) so long as their number does not fall
below the number required by laws and is recognized not to deteriorate the duties of theother Statutory Auditors.
Article 32. (Election of Statutory Auditors)
1． Statutory Auditors shall be elected at a General Meeting of Shareholders.
2． Resolutions for the election of Statutory Auditors shall be adopted by a majority of thevotes of the shareholders present at a General Meeting of Shareholders, a quorum ofwhich is one-third (1/3) or more of voting rights of the shareholders entitled to exercise
voting rights.
Article 33. (Term of Office of Statutory Auditors)
1． The term of office of Statutory Auditors shall end at the closing of the Ordinary General
Meeting of Shareholders convened for the latest fiscal year that closes within four (4)years after his/her election.
2． The term of office of a Statutory Auditor elected to fill the vacancy arising from theresignation of a Statutory Auditor prior to the expiration of his/her term shall be thesame as the remaining term of the retiring Statutory Auditor.
Article 34. (Selection of Full-time Statutory Auditors)
The Board of Statutory Auditors shall appoint by its resolution full-time Statutory
Auditor(s).
Article 35. (Statutory Auditors' Compensation)
Compensation payable to Statutory Auditors shall be determined by the General
Meeting of Shareholders.

-7-Article 36. (Reduction and Release of Liabilities of Auditors)
The Company may release any Statutory Auditor from its liabilities stipulated in
Article 423, Paragraph 1 of the Companies Act, within the limitation provided in theCompanies Act by a resolution of the Board of Directors where such Statutory Auditor
performed his/her duties in good faith and without gross negligence in relation to such
performance and such release is considered necessary in light of the cause of suchliabilities, the manner of such performance and any other circumstances.
Article 37. (Liabilities Limitation Agreement with Statutory Auditors)
The Company may enter into an agreement with any Statutory Auditor which limits
his/her liabilities to the amount equal to the higher of twenty million yen (Yen20,000,000) and the amount aggregated by each Item of Article 425, Paragraph 1 ofthe Companies Act, with respect to the liabilities stipulated in Article 423, Paragraph
1 of the Companies Act, in case that such Statutory Auditor performed his/her duties
in good faith and without gross negligence in relation to such performance.
Article 38. (Notice of Convocation of Meetings of the Board of Statutory Auditors)
Notice of convocation of meeting of the Board of Statutory Auditors shall be sent toevery Statutory Auditor three (3) days prior to the date of the meeting; provided,
however, that such period may be shortened in case of emergency.
Article 39. (Regulation of the Board of Statutory Auditors)
Matters concerning the Board of Statutory Auditors shall be subject to the Regulationsof the Board of Statutory Auditors adopted by the Board of Statutory Auditors.

Chapter VI. Accounts
Article 40. (Fiscal Year)
The Company’s fiscal year shall be one (1) year from April 1 of each year throughMarch 31 of the next year.
Article 41. (Organ to Determine the Distribution of Retained Earnings)
The Board of Directors may determine the matters listed in each item of Article 459,
Paragraph 1 of the Companies Act, including the distribution of retained earnings,
unless otherwise stipulated by laws.

-8-Article 42. (Record Date of the Distribution of Retained Earnings)
1． Dividends of retained earnings may be paid to the shareholders or pledgees of sharesappearing or recorded on the latest Shareholder Registry as of March 31 of each year.
2． Dividends of retained earnings may be paid to the shareholders or pledgees of sharesappearing or recorded on the latest Shareholder Registry as of September 30 of eachyear.
3． In addition to the preceding Paragraphs, the Company may distribute dividends ofretained earnings with setting any other record date.
Article 43. (Limitation Period for Dividends)
Given that the dividends of retained earnings are monetary, should any dividends
remain unclaimed for five (5) years from the date of commencement of payment, theCompany shall be exempt from its duty to pay such payment.

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