(Translation)
The Articles of Incorporation ofJapan International Cooperation System(As amended on March 26, 2021)

Chapter 1.
Article 1

General Provisions(Name)

This corporation is called Japan International Cooperation
System (JICS) (hereinafter referred to as the "Foundation").
Article 2(Offices)

The Foundation shall locate its principal office in Chuo-ku,
Tokyo, Japan.
2. The Foundation may have its secondary offices in other places
as necessary with the resolution of the Board of Directors.
Chapter 2.
Article 3

Purposes and Business(Purposes)

The purposes of the Foundation are to perform the procurement
and management services in the field of international cooperation
business in order to contribute to international peace andstabilization.
Article 4
1(Business)

The Foundation shall conduct the following businesses in orderto accomplish the purpose described in the preceding article:(1)

Procurement services in the field of international cooperation-1-

business;(2)

Management services in the field of international cooperation
business;(3)

Consultancy services in the field of international cooperation
business;(4)

Research and studies in the field of international cooperation
business;(5)

Design and supervision of architecture and civil engineering
work concerning international cooperation;(6)

Support to NGO, etc. relating to international cooperation
activities;(7)

Dissemination and enlightenment of knowledge concerninginternational cooperation activities; and(8)Other businesses necessary to achieve the purpose of theFoundation.

2

Business described in the preceding paragraph shall be
conducted in Japan and abroad.
Chapter 3.

Article 5
1

Assets and Accounting(Kinds of Assets)

The Assets of the Foundation shall consist of endowment andother assets.
2

The endowment shall consist of assets which the Board of

Directors resolved as endowment.
3

Other assets shall be assets other than endowment.

Article 6(Management, Investment and Disposal of Assets)-2-

1

The President shall manage and invest the assets of theFoundation with the care of good manager to accomplish the
purposes of the Foundation, and its management and investment
methods shall be determined by the Rules of Management andInvestment of Assets which shall be decided by the resolution ofBoard of Directors.
2Should unavoidable circumstances arise, part of the endowment

may be disposed of or removed with the prior approval of the Boardof Directors and the Board of Trustees.

Article 7(Business Year)The business year of the Foundation shall commence on April 1
every year and end on March 31 of the following year.
Article 8
1(Business Plan and Income and Expenditure Budget)

The President shall prepare the business plan and the income

and expenditure budget of the Foundation and they must be approvedby the Board of Directors no later than the day immediately
preceding the commencement date of each business year.

The sameshall apply in the event of any changes thereto.
2

Documents described in the preceding paragraph must be kept in

the principal office
Article 91

until the end of applicable business year.

(Business Report and Settlement of Accounts)

With respect to the business report and the settlement ofaccounts, the President shall prepare the documents set forth
below after the end of each business year, which shall be audited-3-

by the Auditors, followed by the audit of Items (3) to (5) by the
Accounting Auditors. Upon completion of audit, all of these
documents must be approved by the Board of Directors.
(1)

Business report;(2)

Detailed statement on the business report;(3)

Balance sheet;(4)

Profit-and-loss statement (statement of net worth）; and(5)

Detailed statement on the balance sheet and profit-and-loss
statement (statement of net worth）

2

Out of the approved documents described in the preceding

paragraph, Items (1), (3) and (4) must be reported to the annual
meeting of Board of Trustees; provided, however, that in the caseany of such documents does not fall under any of the requirements
described in Article 48 of Enforcement Regulation of Act onGeneral Incorporated Associations and General Incorporated
Foundations as applied mutatis mutandis pursuant to Article 64 of
said Enforcement Regulation of Act, documents excluding Item (1)must be approved by the annual meeting of Board of Trustees
instead of reporting to the annual meeting of Board of Trustees.
3

Documents described in Paragraph 1 and following documents

shall be kept in the principal office for five years. Articles ofIncorporation shall also be kept in the principal office at all
times.
(1) Audit report; and(2) Financial audit report
Article 10 (Restrictions on Disposal of Surplus)-4-The Foundation may not distribute any surplus.

Chapter 4.
Article 11

Trustees(Quorum)

The Foundation shall have five to eleven Trustees.
Article 12 (Election and Dismissal of Trustees)1

In accordance with the provisions of Articles 179 to 195 of

Act on General Incorporated Associations and General Incorporated
Foundations, Trustees shall be elected and dismissed by the Boardof Trustees.
2

Trustees shall meet all of the following requirements:(1)

Total number of Trustees who fall under any of the following
conditions shall not exceed one-third of total number ofTrustees.
a. Trustee and its spouse or relatives within the third
degree of lineal kinship;b. Trustee and person who are in de facto marriage with theTrustee;c. Employee of Trustee;d. Person who does not fall under b or c and who makes aliving by receiving payments or other assets from theTrustee; ore. Spouse of the person who falls under c or d.
f. Relative who is within the third degree of lineal kinshipand who shares a livelihood with the person who falls under
any of the conditions under b through d.
-5-

(2)

Total number of Trustees who holds any of the following
positions in the organization identical to the Foundation(except for public-service corporation) shall not exceed onethird of total number of Trustees.
a. Executive Directorb. Employeec. Director other than Executive Director（representative or
administrator of the organization that is not a juristic
person if such organization prescribes any representative or
administrator）or member who performs the businessd. Staff （except the member of the Diet and member ofassembly of local authority）of the following organizations:① National agency② Local authority③ Independent administrative agency as provided in Paragraph
1 of Article 2 of Act on General Rules for Independent
Administrative Agency④ National university corporation as provided in Paragraph 1
of Article 2 of National University Corporation Act or interuniversity research institute corporation as provided in
Paragraph 3 of Article 2 of National University Corporation
Act⑤ Local independent administrative agency as provided in
Paragraph 1 of Article 2 of Local Independent Administrative
Agency Act⑥ Public corporation or semi-governmental corporation-6-

Article 13
1(Term of Office of Trustees)

The term of office of Trustees shall be until the end of theannual meeting of Board of Trustees for the final business year
out of the business years which end within four years from thetime of their election.
2

The term of office of the Trustee, who is elected as analternate of the Trustee who resigned before the expiration of
his/her term of office, shall be the remaining term of office ofsuch resigned Trustee.
3

In case total number of Trustees falls below the quorum

prescribed in Article 11, Trustees shall have their rights andobligations as Trustee even after their resignation or expirationof their term of office until their successor assumes office.
Article 14(Remuneration, etc. to Trustees)

Trustees may receive remuneration, etc. calculated by criteriaof payment of the remuneration, etc. determined separately by the
Board of Trustees.
Chapter 5.
Article 15

Board of Trustees(Structure)

The Board of Trustees shall consist of all of the Trustees.
Article 16(Rights)

The Board of Trustees shall resolve the following matters:(1)

Election and dismissal of Executive Directors, Auditors andAccounting Auditors;
-7-

(2)

Remuneration, etc. of Executive Directors and Auditors;(3)

Criteria for payment of remuneration, etc. to Trustee;(4)

Approval of the balance sheet and profit-and-loss statement(statement of net worth）;(5)

Changes to these Articles of Incorporation;(6)

Disposal of residual assets;(7)

Approval of disposal or removal of endowment; and(8)Other matters prescribed in law or these Articles ofIncorporation as a matter which must be resolved by the Boardof Trustees.

Article 17(Convening of Meetings)

The Board of Trustees shall hold the annual meetings in Juneevery year. Should the needs arise, the Board of Trustees shallhold the extraordinary meeting.
Article 18
1(Convocation)

Unless otherwise prescribed in law, the Board of Trustees

meetings shall be convened by the President pursuant to theresolution of the Board of Directors.
2

Trustees are entitled to request the convocation of the Boardof Trustees meeting by indicating the purpose and reason forconvening the Board of Trustees meeting to the President.
Article 19 (Resolution)
1

The resolution of the Board of Trustees shall be adopted withthe attendance of majority of Trustees and with the votes of-8-majority of Trustees present excluding the Trustees who have a
special interest in the resolution.
2

Notwithstanding the provision of the preceding paragraph,following resolution shall be adopted by the votes of two-thirds
or more of the Trustees excluding the Trustees who have a special
interest in the resolution:(1)

Dismissal of an Auditor;(2)

Criteria for payment of remuneration to a Trustee;(3)

Changes to these Articles of Incorporation; and(4)Other matters prescribed in law.

3

With respect to the resolution for proposal on the election of

Executive Director or Auditor, the resolution described in
Paragraph 1 is required for each candidate. In case the number ofcandidates for Executive Director or Auditor exceeds the quorum
prescribed in Article 21, the Executive Director or the Auditor
will be elected from among the candidates who have obtained amajority of votes in the order of candidates with the most numberof votes until it reaches the quorum.
Article 20(Minutes)

Minutes of the Board of Trustees shall be made as stipulated
by law.

Chapter 6.
Article 21
1

Directors and Accounting Auditors(Appointment of Directors)

The Foundation shall have the following Directors:
Executive Directors

Between three and seven.
-9-Auditors

No more than two.

2

One of the Executive Directors shall become the President.

3

Out of the Executive Directors other than the Executive

Director who becomes the President, no more than three Executive
Directors shall become the Vice Presidents.
4

The Foundation shall appoint an Accounting Auditor.

Article 22 (Election of Directors and Accounting Auditors)
1

The Executive Directors, the Auditors and the Accounting

Auditors shall be elected by the Board of Trustees.
2

The President and the Vice Presidents shall be elected by the

resolution of Board of Directors from among the Executive
Directors.
3

The total number of Executive Directors having a relative who

is also an Executive Director shall not exceed one-third of thetotal number of Executive Directors.
Article 23
1(Duties and Rights of Executive Directors)

The Executive Directors constitute the Board of Directors andshall carry out the duties pursuant to the law and these Articles
of Incorporation.
2

The President shall represent the Foundation and carry out theduties pursuant to the law and these Articles of Incorporation.
The Vice Presidents shall respectively carry out the duties
determined separately by the Board of Directors.
3

The President and the Vice Presidents shall report the

progress of their performance of their duties to the Board of- 10 -

Directors at least twice each business year with more than 4-monthinterval between each report.
Article 24
1(Duties and Rights of Auditors)

The Auditors shall audit the Executive Directors’ performanceof their duties and make an Audit Report pursuant to the law.
2

The Auditors may request the Executive Directors and theemployees for a business report and may conduct investigation on
the business and financial condition of the Foundation at any
time.
Article 25
1(Duties and Rights of Accounting Auditor)

The Accounting Auditor shall audit the balance sheet, profit-

and-loss statement (statement of net worth）and detailed statementof each of such documents and shall make an Accounting Audit
Report pursuant to the law.
2

Accounting Auditor may view and copy the following items andmay request the Executive Directors and the employees to report
any matters relating to accounting:(1)

Accounting book or related information prepared in writing if

it is prepared in writing; and(2)

Accounting book or related information in electronic record
prepared by method prescribed in the law if it is prepared inelectronic record.

Article 26 (Term of Office of Directors and Accounting Auditor)
1

The term of office of Executive Director shall continue until- 11 -

the closing of annual meeting of the Board of Trustees for the
final business year out of the business years that end within two
years of his/her appointment.
2

The term of office of Auditor shall continue until the closingof the annual meeting of Board of Trustees for the final businessyear out of the business years that end within four years of
his/her appointment.
3

The term of office of Executive Director or Auditor elected as

an alternate shall continue until the end of the term of office of
his/her predecessor.
4

In case where the number of Executive Directors or Auditors

falls below the quorum stipulated in Article 21, an Executive
Director or Auditor shall continue to have his/her rights andobligations as Executive Director or Auditor even after his/her
resignation or expiration of his/her term of office until his/her
successor assumes office.
5

The term of office of Accounting Auditor shall continue until

the closing of the annual meeting of Board of Trustees for the
final business year that ends within one year of his/her
appointment; provided, however, that such Accounting Auditor shallbe deemed re-elected if the resolution which decides otherwise is
not adopted at such annual meeting of Board of Trustees.

Article 27 (Dismissal of Directors and Accounting Auditor)
1

If any of the following applies to a Director, such Director

may be dismissed by a resolution of the Board of Trustees:- 12 -

(1)Breach of his/her duties or failure to conduct his/her duties(2)

Difficulty in, or inability to cope with, the performance of

his/her duties due to mental or physical disability
2

If any of the following applies to an Accounting Auditor, such

Accounting Auditor may be dismissed by a resolution of the Boardof Trustees:(1)

Breach of his/her duties or failure to conduct his/her duties(2)

Misconduct which is inappropriate for Accounting Auditor(3)

Difficulty in, or inability to cope with, the execution of

his/her duties due to mental or physical disability
3With the approval of majority of Auditors, the Auditors shalldetermine the contents of proposals to be submitted to the Boardof Trustees regarding the election and dismissal of Accounting
Auditor, and the non-reappointment of Accounting Auditor.
4

The Auditor may dismiss the Accounting Auditor with theapproval of all Auditors in case any of the items under Items (1)to (3) of Paragraph 2 of this Article applies. In case of
dismissal, the Auditor shall report such fact and reason for
dismissal to the first Board of Trustees meeting held after thedismissal.
Article 28 (Remuneration, etc. to Directors and Accounting
Auditor)1

Remuneration, etc. may be paid to Directors and Auditors in

the amount calculated pursuant to the standards for payment of
remuneration, etc. to be separately decided by the Board ofTrustees within the total amount to be separately decided by the- 13 -

Board of Trustees.
2

Remuneration, etc. to Accounting Auditor shall be decided by

the Board of Directors by a majority of votes of Auditors.
Article 29 (Exemption from Liability or Limitation of Liability)
1

The Foundation may exempt the liability of Directors andAccounting Auditors under Paragraph 1 of Article 111 of the Act onGeneral Incorporated Associations and General Incorporated
Foundations as applied mutatis mutandis pursuant to Paragraph 1 of
Article 198 of such Act with the resolution of the Board of
Directors pursuant to Paragraph 1 of Article 114 of such Act asapplied mutatis mutandis pursuant to Article 198 of such Act up to
the amount obtained by subtracting the minimum liability amountprescribed in the law from the amount of liability of such
Executive Directors and Accounting Auditors.
2

The Foundation may enter into contracts with Outside

Executive Directors etc. (which have the meaning defined underParagraph 1 of Article 115 of the Act on General Incorporated
Associations and General Incorporated Foundations as appliedmutatis mutandis pursuant to Article 198 of such Act and include
Auditors and Accounting Auditor) which limit the liability of theOutside Executive Directors etc. under Paragraph 1 of Article 111
of such Act as applied mutatis mutandis pursuant to Article 198 ofsuch Act with the resolution of Board of Directors pursuant toParagraph 1 of Article 115 of such Act as applied mutatis mutandis
pursuant to Article 198 of such Act; provided, however, that thelimitation of liability based on the contracts shall be the- 14 -

minimum liability amount prescribed in the law.

Chapter 7.
Article 30

Board of Directors(Structure, etc.)

The Board of Directors shall consist of all of the Executive
Directors.
Article 31(Authority)

The Board of Directors shall perform the following duties:(1)

Decision on the performance of work of the Foundation(2)

Supervision over the Executive Directors’ performance of theirduties(3)

Selection and dismissal of the President and Vice Presidents

Article 32(Convocation)

1

The Board of Directors shall be convened by the President.

2

If the post of President is vacant or the President isinvolved in an accident, each of the Directors shall convene themeeting on behalf of the President.

Article 33
1(Resolution)

Resolution of the Board of Directors shall be adopted with theattendance of majority of Executive Directors and with the votesof majority of Executive Directors present excluding those having
a special interest in the resolution.
2

Notwithstanding the preceding paragraph, the resolution of theBoard of Directors shall be deemed to have been adopted if the- 15 -

requirements as stipulated in Article 96 of the Act on General
Incorporated Associations and General Incorporated Foundations asapplied mutatis mutandis pursuant to Article 197 of such Act havebeen fulfilled.
Article 34
1(Minutes)

Minutes of the Board of Directors shall be made as stipulated

in the law.
2

The President and the Auditors present at the Board of

Directors meeting shall sign their names and affix their seals onsuch minutes.
Chapter 8.
Article 35

Advisor(Advisor)

1

The Foundation may have Advisors not exceeding five persons.

2

The Board of Directors shall appoint the Advisors from among

academic experts, etc. after deciding on their term of office.
3

The Advisors shall work without any remuneration; provided,

however, that Advisors are entitled to receive any expenses which
are necessary to perform their duties.
4

The Advisors may provide advices and comments in response torequests from the President.
Chapter 9.

Amendment to Articles of Incorporation

and Dissolution of the Foundation
Article 36
1(Amendment to Articles of Incorporation)

Amendment to these Articles of Incorporation may be made with- 16 -

the approval of Board of Trustees.
2

The preceding paragraph shall also apply to Articles 3, 4 and

12 of these Articles of Incorporation.
Article 37 (Dissolution)
The Foundation shall be dissolved if the Foundation is unable
to achieve its purposes due to loss of endowment or for otherreasons prescribed in the law.
Article 38 (Disposal of Residual Assets)
The residual assets of the Foundation in case of liquidationof the Foundation shall be donated to the juridical person
provided in Item 17 of Article 5 of the Act on General
Incorporated Associations and General Incorporated Foundations,
national government or local authority.

Chapter 10.

Method of Public Notice

Article 39 (Method of Public Notice)1

Public notices by the Foundation shall be made throughelectronic public notice.
2

In case that public notice cannot be made electronically due

to accidents and other unavoidable reasons, public notice shall bemade by placing such notice in the official gazette.

- 17 -

Supplementary Provisions

1

These Articles of Incorporation shall come into force on thedate of registration of establishment of a public incorporatedorganization as defined in Paragraph 1 of Article 106 of the Act
on Arrangements of Relevant Acts Accompanying the Enforcement of
the Act on General Incorporated Associations and General
Incorporated Foundations and the Act on Authorization of Public
Interest Incorporated Associations and Public Interest
Incorporated Foundations as applied mutatis mutandis

pursuant toParagraph 1 of Article 121 of such Act.
2

Notwithstanding the provisions of Article 7 of the Act on

Arrangements of Relevant Acts Accompanying the Enforcement of the
Act on General Incorporated Associations and General Incorporated
Foundations and the Act on Authorization of Public Interest
Incorporated Associations and Public Interest Incorporated
Foundations, in the event that the registration for the
dissolution of special civil law corporation and the establishmentof general incorporated association or general incorporated
foundation take place as provided in Paragraph 1 of Article 106 ofsuch Act as applied mutatis mutandis pursuant to Paragraph 1 of
Article 121 of such Act, the date immediately preceding the dateof registration for dissolution shall be the final date of thebusiness year and the date of registration for establishment shallbe the starting date of the business year.
3

The first President of the Foundation shall be Toru Nakatani,- 18 -

the first Vice President shall be Toshiyuki Ezuka and the first
Accounting Auditor shall be Kiyoshi Toi.
4

The first Trustees shall be the following:Michiyo Arita, Hajime Suzuki, Masaoki Takeuchi, Makoto Tochigi
Tetsuya Nakao, Shunichi Hiraki, Kenichi Yanagisawa and Sachiko
Yamano5

The Executive Directors and Auditors who come into office on

the date of registration shall be the following:
Executive Director: Toru Nakatani, Toshiyuki Ezuka, Yutaka Kitani,
Minoru Ijima and Sumiko Yazawa
Auditor: Tsuyoshi Hinokuchi and Michio Masaki- 19 -