DISCLAIMER: This translation may be used for reference purposes only. This English version is not an official translationof the original Japanese document. In cases where any differences occur between the English version and the original
Japanese version, the Japanese version shall prevail. This translation is subject to change without notice.

Articles of Incorporation
Revised on March 28, 2024

Nippon Denko Co., Ltd.

Articles of Incorporation of Nippon Denko Co., Ltd.
Chapter I
General Provisions
Article 1.

(Trade Name)

The name of the Company shall be “Shin Nippon Denko Kabushiki Kaisha” and it shall be “Nippon Denko
Co., Ltd.” in English.
Article 2.

(Purpose)

The purpose of the Company shall be to engage in the following business activities:(1) Manufacture and sale and import and export of ferroalloys and metallic silicon(2) Mining operations(3) Manufacture and sale and import and export of various metal materials(4) Manufacture and sale and import and export of zirconium oxide, boron oxide, manganese inorganic
chemical products, and other chemical industry products(5) Manufacture and sale of electronic parts materials and magnetic materials(6) Manufacture and sale of battery materials(7) Waste treatment(8) Recovery and sale of valuable metals from waste(9) Manufacture and sale of civil engineering and construction materials(10) Ion-exchange resin regeneration(11) Manufacture and sale of wastewater treatment equipment and pure water production system(12) Power generation and electric power supply(13) Manufacture and sale of measuring equipment and analytical equipment(14) Transportation and warehousing(15) Molding, processing and sale of synthetic resins(16) Sale, purchase, lease, brokerage, and management of real estate(17) Control and management of business activities of subsidiaries through ownership of shares ofsubsidiaries(18) Business incidental or related to preceding items
Article 3.

(Location of the Head Office)The head office of the Company shall be located at Chuo-ku, Tokyo, Japan.
Article 4.

(Organs)

The Company shall have, in addition to the general meeting of shareholders and Directors, the followingorgans:(1) Board of Directors(2) Audit & Supervisory Committee(3) Accounting Auditor2Article 5.

(Method of Public Notice)

The Company’s method of public notices shall be electronic public notices; provided, however, in theevent of an accident or other unavoidable circumstances that preclude public notice, it shall be given in“The Nikkei” newspaper.

Chapter IISharesArticle 6.

(Total Number of Shares Authorized to Be Issued)

The total number of shares authorized to be issued by the Company shall be 300,000,000.
Article 7.

(Acquisition of Own Shares)

Pursuant to Article 165, paragraph (2) of the Companies Act, the Company may, by resolution of the Boardof Directors, acquire its own shares through market transactions and other methods as stipulated inparagraph (1) of the same article.
Article 8.

(Number of Shares per Share Unit)

The number of shares per share unit of the Company shall be 100.
Article 9.

(Rights Regarding Shares Less Than One Unit)

A shareholder of the Company may not exercise any rights other than the rights listed below withregard to shares less than one unit held by the shareholder:(1) Rights set forth in items of Article 189, paragraph (2) of the Companies Act;
(2) Right to make a demand pursuant to the provisions of Article 166, paragraph (1) of the Companies
Act;(3) Right to receive an allotment of offered shares and offered share acquisition rights in proportion tothe number of shares held by the shareholder; and(4) Right to make a demand as provided for in the following Article.
Article 10.

(Additional Purchase of Shares Less Than One Unit)

A shareholder of the Company who holds shares less than one unit may, as provided for in the Share
Handling Regulations, request the Company to sell to the shareholder shares which will, whencombined with the number of shares less than one unit, constitute one share unit.
Article 11.

(Shareholder Register Administrator)

1.

The Company shall have a shareholder register administrator.

2.

The shareholder register administrator and the place of business thereof shall be designated byresolution of the Board of Directors and public notice thereof shall be given.

3.

The preparation and keeping of the shareholder register and the share acquisition right register of theCompany and other administrations relating to the shares shall be handled by the shareholder register
administrator, and shall not be handled by the Company itself.

3Article 12.

(Share Handling Regulations)Handling of the Company’s shares and the fees therefor shall be governed by the Share Handling
Regulations established by the Board of Directors, in addition to applicable laws and regulations andthese Articles of Incorporation.

Chapter III
General Meeting of Shareholders
Article 13.

(Convocation)

An annual general meeting of shareholders shall be convened within three months of the day following
the end of each fiscal year, and an extraordinary general meeting of shareholders shall be convened asnecessary.
Article 14.
1.

(Record Date of Annual General Meeting of Shareholders)

The Company shall deem the shareholders with voting rights who are listed or recorded in the final
shareholder register on December 31 of each year to be the shareholders who can exercise their rights
at the annual general meeting of shareholders related to the business year.

2.

In addition to the preceding paragraph, when necessary, the Company may set an extraordinary record
date, by giving prior public notice through a resolution of the Board of Directors.

Article 15.
1.

(Convener)

A general meeting of shareholders shall be convened by the President & CEO by resolution of theBoard of Directors.

2.

In cases where the President & CEO is prevented from so acting, another Director shall take its place
as determined by the Board of Directors.

Article 16.

(Chairmanship)

1.

The President & CEO shall chair the general meeting of shareholders.

2.

In cases where the President & CEO is prevented from so acting, another Director shall take its place
as determined by the Board of Directors.

Article 17.
1.

(Measures for Providing Information in Electronic Format, Etc.)

When the Company convenes a general meeting of shareholders, it shall take measures for providing
information that constitutes the content of reference documents for the general meeting ofshareholders, etc. in electronic format.

2.

Among items for which the measures for providing information in electronic format will be taken, theCompany may exclude all or some of those items designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered to shareholders who requested the delivery of
paper-based documents by the record date of voting rights.

Article 18.
1.

(Proxy Voting)

Every shareholder may exercise his/her votes by having one other shareholder of the Company withvoting rights act as a proxy on his/her behalf.
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2.

A shareholder or a proxy must submit to the Company a document evidencing the proxy’s authority torepresent at each general meeting of shareholders.

Article 19.
1.

(Method for Making Resolutions)

Unless otherwise provided for by laws and regulations, and these Articles of Incorporation, resolutionsof a general meeting of shareholders shall be made by a majority of the votes of the shareholders whoare present at the meeting.

2.

Unless otherwise provided for by these Articles of Incorporation, resolutions of a general meeting ofshareholders as prescribed in Article 309, paragraph (2) of the Companies Act shall be made by atleast two-thirds of the votes of the shareholders present at the meeting where the shareholders holding
at least one-third of the voting rights of the shareholders entitled to exercise their votes at the general
meeting of shareholders are present.

Chapter IV
Directors and Board of Directors
Article 20.

(Number of Directors)

1.

The Company shall have no more than 15 Directors.

2.

Among its Directors, the Company shall have no more than 5 Directors who are Audit & Supervisory
Committee Members.

Article 21.
1.

(Method of Election)

Directors shall be elected by resolution of the general meeting of shareholders, distinguishing between
Directors who are Audit & Supervisory Committee Members and those who are not.

2.

Resolutions on the election of a Director shall be made by a majority of the votes of the shareholders
present at the meeting where the shareholders holding at least one-third of the voting rights of theshareholders entitled to exercise their votes at such meetings are present.

3.

Resolutions for the election of Directors shall not be conducted by cumulative voting.

Article 22.
1.

(Term of Office)The term of office of a Director (excluding a Director who is an Audit & Supervisory CommitteeMember) shall expire at the conclusion of the annual general meeting of shareholders for the lastbusiness year out of the business years terminating within one year after the election of the Director.

2.

The term of office of a Director who is an Audit & Supervisory Committee Member shall expire at theconclusion of the annual general meeting of shareholders for the last business year out of the businessyears terminating within two years after the election of the Director.

Article 23.

(Directors With Special Titles)

The Board of Directors may appoint, by its resolution, one Director and Chairman, one President &CEO, one or a small number of Director and Executive Vice Presidents, one or a small number ofSenior Managing Directors, and one or a small number of Managing Directors from among theDirectors (excluding Directors who are Audit & Supervisory Committee Members).
5Article 24.

(Representative Directors)

1.

The President & CEO shall represent the Company.

2.

By its resolution, the Board of Directors may appoint Representative Directors other than thePresident & CEO to represent the Company from among the Directors (excluding Directors who areAudit & Supervisory Committee Members).

3.

Each Representative Director shall represent the Company.

Article 25.

(Convener and Chairmanship of Meeting of the Board of Directors)

1.

The President & CEO shall convene the Board of Directors and chair the meetings.

2.

In cases where the President & CEO is prevented from so acting, another Director shall take his/herplace.

Article 26.
1.

(Notice of Meeting of the Board of Directors)

Notice of meeting of the Board of Directors shall be sent to each Director at least two days before theday of the meeting. However, this period may be reduced in case of urgent needs.

2.

With the consent of all Directors, a meeting of the Board of Directors may be held without following
the convening procedures.

Article 27.
1.

(Method of Making Resolutions of the Board of Directors)

Resolutions of the Board of Directors shall be made by a majority of the votes of the Directors present
at the meeting where the majority of Directors who can participate in voting are present.

2.

The Company shall deem that the Board of Directors has passed a resolution to approve matters to beresolved by the Board of Directors when all Directors (limited to those who can participate in voting
on matters to be resolved) have expressed their consent in writing or electromagnetic record.

Article 28.

(Regulations of the Board of Directors)

Matters concerning the Board of Directors shall be governed by the Regulations of the Board ofDirectors established by the Board of Directors, in addition to applicable laws and regulations and these
Articles of Incorporation.
Article 29.

(Delegation of Decisions on Important Business Execution)

Pursuant to the provisions of Article 399-13, paragraph (6) of the Companies Act, the Company may, byresolution of the Board of Directors, delegate all or some of the decisions on important businessexecution (excluding the matters described in each item of paragraph (5) of the same Article) to theDirectors.
Article 30.

(Remuneration, Etc.)

Remuneration, bonuses and other economic benefits given by the Company in consideration for theexecution of duties (hereinafter referred to as the “Remuneration, Etc.”) to Directors, distinguishing
between Directors who are Audit & Supervisory Committee Members and those who are not, shall be
determined by resolution of a general meeting of shareholders.
Article 31.
1.

(Exemption of Directors From Liability)

Pursuant to the provisions of Article 426, paragraph (1) of the Companies Act, the Company may, byresolution of the Board of Directors, exempt a Director (including a person who was formerly a6Director) from his/her liability for damages arising from neglecting his/her duties to the extent
permitted by laws and regulations.
2.

Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company may
enter into an agreement with a Director (excluding those who are Executive Directors, Managers, orother employees) limiting his/her liability for damages arising from neglecting his/her duties.
However, the maximum liability for damages under such agreement shall be the amount as prescribedby laws and regulations.

Article 32.

(Advisors and Advisory Board Members)

Advisors and Advisory Board Members may be appointed by resolution of the Board of Directors.

Chapter V
Audit & Supervisory Committee
Article 33.

(Full-Time Audit & Supervisory Committee Members)

The Audit & Supervisory Committee may appoint full-time Audit & Supervisory Committee Member(s) byits resolution.
Article 34.
1.

(Notice of Meeting of the Audit & Supervisory Committee)

Notice of meeting of the Audit & Supervisory Committee shall be sent to each Audit & Supervisory
Committee Member at least two days before the day of the meeting. However, this period may be
reduced in case of urgent needs.

2.

With the consent of all Audit & Supervisory Committee Members, a meeting of the Audit &Supervisory Committee may be held without following the convening procedures.

Article 35.

(Method of Making Resolutions of the Audit & Supervisory Committee)

Resolutions of the Audit & Supervisory Committee shall be made by a majority of the votes of the Audit &Supervisory Committee Members present at the meeting where the majority of Audit & Supervisory
Committee Members who can participate in voting are present.
Article 36.

(Regulations of the Audit & Supervisory Committee)

Matters concerning the Audit & Supervisory Committee shall be governed by the Regulations of the Audit& Supervisory Committee established by the Audit & Supervisory Committee, in addition to applicablelaws and regulations and these Articles of Incorporation.

Chapter VI
Accounting Auditor
Article 37.

(Method of Election)

Accounting Auditors shall be elected by resolution of the general meeting of shareholders.

7Article 38.
1.

(Term of Office)The term of office of a Accounting Auditor shall expire at the conclusion of the annual general
meeting of shareholders for the last business year out of the business years terminating within one
year after the election of the Accounting Auditor.

2.

The Accounting Auditor shall be deemed reappointed at the annual general meeting of shareholders
unless otherwise resolved at the annual general meeting of shareholders in the preceding paragraph.

Article 39.

(Remuneration, Etc.)

The remuneration of the Accounting Auditor shall be determined by the Representative Director with theconsent of the Audit & Supervisory Committee.

Chapter VIIAccounts
Article 40.

(Business Year)The business year of the Company shall be one year from January 1 to December 31 each year, andDecember 31 of each year shall be the end of the fiscal year.
Article 41.

(Dividends of Surplus)

Dividends of surplus shall be paid to shareholders or registered share pledgees who are listed orrecorded in the final shareholder register on December 31 of each year.
Article 42.

(Interim Dividends)

The Company may, by resolution of the Board of Directors, pay interim dividends to shareholders orregistered share pledgees who are listed or recorded in the final shareholder register on June 30 of eachyear.
Article 43
1.

(Prescription for Payment of Dividends of Surplus, Etc.)

In cases where dividends of surplus and interim dividends have not been received after the lapse of
three full years from the date of commencement of payment thereof, the Company shall be exempt
from the obligation to pay such dividends.

2.

No interest shall be paid on accrued dividends.

(Supplementary Provisions)(Transitional Measures Concerning Exemption of Audit & Supervisory Board Members From Liability,Etc.)
1.

The Company may, by resolution of the Board of Directors, exempt an Audit & Supervisory BoardMember (including a person who was formerly an Audit & Supervisory Board Member) from his/herliability for damages as stipulated in Article 423, paragraph (1) of the Companies Act with respect tothe acts prior to the conclusion of the 124th Annual General Meeting of Shareholders, to the extent
permitted by laws and regulations.

2.

For the agreement limiting liability for damages as stipulated in Article 423, paragraph (1) of theCompanies Act with respect to the acts of an outside Audit & Supervisory Board Member (including a8person who was formerly an outside Audit & Supervisory Board Member) prior to the conclusion ofthe 124th Annual General Meeting of Shareholders, it shall be as prescribed by Article 40, paragraph(2) of the Articles of Incorporation before the amendment by resolution of the same annual general
meeting of shareholders.
3.

This article shall be deleted at the conclusion of the 134th Annual General Meeting of Shareholders.

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