TVE Co., Ltd. Articles of Incorporation
Chapter 1. General Provisions(Trade Name)
Article 1.

The name of the Company shall be “Kabushiki Kaisha TVE” and in English it
shall be “TVE Co., Ltd.”(Purpose)
Article 2. The purpose of the Company shall be to engage in the following businessactivities:
1. Manufacture and sales of various valves, various valve parts, connection
pieces, agricultural equipment, builder’s hardware, various machinery
equipment and machinery tools;
2. Manufacture and sales of various cast products;
3. Sales of metal materials, non-iron metal materials, and products andsemi-products thereof;
4. Contracted repair for various valves;
5. Scaffolding construction for repair of various valves, insulation work, piping
and installation construction for machinery equipment;
6. Services to control and remove nuclear radiation;
7. Services for non-destructive inspections by nuclear radiation;
8. Contracted services for operation inspection of various valves by steam;
9. Commissioned and contracted services for research and investigation for eachof the foregoing, and consulting services for management, techniques andthe like;
10. Owning and leasing of real estate;11. Services for staffing workers;
12. Commissioned and contracted services for research on the decommissioningof nuclear power stations; and13. Any and all business accessory to or associated with any one of theforegoing.
(Principal Place of Business)
Article 3. The Company shall have its principal place of business in Amagasaki-City,-1-

Hyogo.
(Organs)
Article 4. The Company shall have the following organs in addition to the General
Shareholders Meeting and Directors:
1. Board of Directors;
2. Audit and Supervisory Committee; and3. Financial Auditor.
(Means of Public Notice)
Article 5. The Company shall make its public notices available electronically. However, inthe event of any accident or other circumstance where an electronic public
notice is not possible, the Company shall make its public notice available bypublishing it in the Nihon Keizai Shimbun.
Chapter 2. Shares(Total Number of Authorized Shares)
Article 6. The Company is authorized to issue shares up to the limit of ten million forty
thousand (10,040,000) shares.
(Acquisition of Treasury Shares)
Article 7. The Company may acquire treasury shares pursuant to Section 165.2 of theCompanies Act with a resolution of the Board of Directors.
(Share Units)
Article 8. A share unit of the Company shall be one hundred (100) shares.
(Rights for Shares of Less than One Unit)
Article 9. No shareholder of the Company may exercise any right other than the following
with respect to a share of less than one unit:
1. Any right enumerated under Section 189.2 of the Companies Act;
2. Any right to claim as authorized under Section 166.1 of the Companies Act;
3. Any right to subscribe to any share or share option made available forsubscription by the Company in accordance with the number of shares heldby such a shareholder; and-2-

4. Any right to claim as authorized under the following Article.
(Additional Purchase for Shares of Less than One Unit)
Article 10. Any shareholder holding a share of less than one unit shall be entitled to claim
the Company for a sale of such a number of the shares as to meet the number ofa share unit when added with the number of such a share of less than one unit
as it holds.
(2) In the event where a claim is made under the preceding paragraph, if theCompany does not hold any shares to sell, the Company may refuse to comply
with such a claim under the preceding paragraph.
(Shareholder Registry Administrator)
Article 11. The Company shall appoint a shareholder registry administrator.
(2) Such a shareholder registry administrator, and the place to administer theshareholder registry, shall be determined with a resolution of the Board ofDirectors, and published as a public notice.
(Share Administration Rules)
Article 12. The Company shall administer the description or record of the shareholder
registry and share option registry, acquisition or additional purchase of any
share of less than one unit, and any other administration of shares and shareoptions (including the fees therefor), as well as the processes or whatsoever
applicable to the exercise of any right by the shareholders, in accordance with
the Share Administration Rules as adopted by the Board of Directors, unlessotherwise prescribed under the applicable law or the Articles of Incorporation.
Chapter 3. General Shareholders Meeting(Convocation of the General Shareholders Meeting)
Article 13. Each ordinary General Shareholders Meeting of the Company shall be
convened in December every year, and any extraordinary General Shareholders
Meeting shall be convened from time to time where necessary.
(Reference Date for the Ordinary General Shareholders Meeting)
Article 14. The reference date for the voting rights in any ordinary General Shareholders
Meeting of the Company shall be September 30 every year.
-3-(Person Authorized to Convene the General Shareholders Meeting and Chairperson)
Article 15. Each General Shareholders Meeting shall be convened by theDirector/President, and the Director/President shall preside as the chairperson.
(2) If the Director/President is not available, another Director (except for anyDirector serving as a member of the Audit and Supervisory Committee) as
determined from the order predetermined by the Board of Directors shallconvene a General Shareholders Meeting and preside as the chairperson.
(Internet Disclosure and Deemed Provision of Reference Materials for General Shareholders
Meeting)
Article 16. The Company may disclose, by means of the Internet, any information
required in convening a General Shareholders Meeting to be described ordisplayed in the reference materials for the General Shareholders Meeting, thebusiness report, the financial statements and the consolidated financial
statements, pursuant to the Ordinance of the Ministry of Justice, and deem that
all of such information has been provided to the shareholders through such adisclosure.
(Means of Resolution)
Article 17. Unless otherwise provided under the applicable law or the Articles ofIncorporation, any resolution of the General Shareholders Meeting shall bemade with a majority of the voting rights of the shareholders present in such ameeting and entitled to vote.
(2) A resolution as prescribed in Section 309.2 of the Companies Act shall require
the presence of the shareholders holding one third (1/3) or more of the voting
rights held by the shareholders entitled to vote, and the affirmative vote by twothirds (2/3) or more of such voting rights.

(Proxy Exercise of Voting Right)
Article 18. Any shareholder may appoint another single shareholder entitled to vote as
their proxy, and have their voting rights exercised via such a proxy.
(2) Such a shareholder or their proxy as provided in the preceding paragraph must
submit a written power of proxy to the Company for every General
Shareholders Meeting.
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(Minutes of the General Shareholders Meeting)
Article 19. The proceedings of each General Shareholders Meeting shall be recorded inminutes as required under the applicable law.
Chapter 4. Directors and Board of Directors(Number of Directors)
Article 20. The number of Directors for the Company (excluding any Director serving as
the member of the Audit and Supervisory Committee) shall be within ten (10).
(2) The number of Directors serving as the members of the Audit and Supervisory
Committee for the Company shall be within four (4).
(Election of Directors)
Article 21. Directors shall be elected through the General Shareholders Meeting with thedifferentiation of the Directors serving as the members of the Audit and Supervisory
Committee from the other Directors.
(2) A resolution to elect a Director shall require the presence of the shareholdersholding one third (1/3) or more of the voting rights held by the shareholders
entitled to vote, and the affirmative vote by the majority of such voting rights.
(3) No cumulative voting shall be available for any resolution to elect Directors.
(Term of Office for Directors)
Article 22. The term of office for each Director (except for any Director serving as themember of the Audit and Supervisory Committee) shall continue through theclosure of the ordinary General Shareholders Meeting held in connection withthe last fiscal year that terminates within one (1) year after their election.
(2) The term of office for each Director serving as a member of the Audit andSupervisory Committee shall continue through the closure of the ordinary
General Shareholders Meeting held in connection with the last fiscal year thatterminates within two (2) years after their election.
(3)

If any Director is elected as a substitute member of the Audit andSupervisory Committee for any Director who is a member of the Audit andSupervisory Committee and has resigned prior to the expiry of their term ofoffice, the term of office for such substitute Director shall continue through theexpiry of the term of office as applicable to such a Director who has resigned.
-5-(Representative Director and Directors with Titles)
Article 23. The Board of Directors shall elect the Representative Director from theDirectors (except for any Director serving as a member of the Audit and Supervisory
Committee) by its resolution.
(2) The Board of Directors may, by its resolution, elect from the Directors (exceptfor any Director serving as a member of the Audit and Supervisory Committee)
one (1) Director/Chairperson and one (1) Director/President, and a few
Directors/Vice Presidents, Directors/Senior Managing Executive Officers andDirectors/Managing Executive Officers.
(Executive Officers)
Article 24. The Board of Directors may appoint executive officers by its resolution.
(2) The relationship between such executive officers and the Company shall be asprovided in a separate rule.
(Advisor and Counselor)
Article 25. The Board of Directors may appoint a few advisers and counselors by itsresolution.
(Notice of Convocation for the Board of Directors)
Article 26. A notice of convocation for the Board of Directors shall be dispatched to each
Director three (3) days prior to such a meeting. Notwithstanding the foregoing,
the period of convocation may be shortened in the event of any emergency.
(2) If all Directors agree, the Board of Directors may meet without complying withthe procedure for the convocation.
(Person Authorized to Convene the Board of Directors and Chairperson)
Article 27. Unless otherwise required under the applicable law, the Board of Directors
shall be convened by the Director/President, and the Director/President shallpreside as the chairperson.
(2) If the Director/President is not available, another Director (except for anyDirector serving as a member of the Audit and Supervisory Committee) as
determined from the order predetermined by the Board of Directors shallconvene a General Shareholders Meeting and preside as the chairperson.

-6-(Means of Resolution for the Board of Directors)
Article 28. A resolution of the Board of Directors shall require the presence of theDirectors entitled to vote and an affirmative vote by the majority of the presentDirectors.
(Omission of a Resolution of the Board of Directors)
Article 29. The Company may deem that the Board of Directors has rendered its
affirmative resolution with respect to any matter to be determined by the Boardof Directors if all Directors consent to such a matter in writing or via electronicrecord.
(Delegation of Determination for Material Business Execution)
Article 30. Pursuant to Section 399-13.6 of the Companies Act, the Company may, by aresolution of the Board of Directors, delegate the determination of material
business executions (except for those enumerated under Section 399-13.5 of theCompanies Act) in whole or in part to any Director.
(Rule for the Board of Directors)
Article 31. Any matter relevant to the Board of Directors shall be governed by the rule for
the Board of Directors adopted through the Board of Directors unless otherwiseprescribed under the applicable law or the Articles of Incorporation.
(Remuneration for Directors)
Article 32. The remuneration, bonus or any other property interest payable to the Directors
by the Company in consideration of their services (the “Remuneration”) shall be
determined through a resolution of the General Shareholders Meeting with thedifferentiation of those for the Directors serving as the members of the Auditand Supervisory Committee from those for the other Directors.
(Contract for Limitation of Liability with Directors)
Article 33. Pursuant to Section 427.1 of the Companies Act, the Company may enter into acontract for limitation of liability under Section 423.1 of the Companies Act with anyDirector (except for any executive Director). Notwithstanding the foregoing, the limitationon the liability under such contract shall be one (1) million JPY or the amount prescribedunder Section 425.1 of the Companies Act, whichever is greater.

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Chapter 5. Audit and Supervisory Committee(Standing Audit and Supervisory Committee Member)
Article 34. The Audit and Supervisory Committee may elect standing audit andsupervisory committee members by its resolution.
(Notice of Convocation for the Audit and Supervisory Committee)
Article 35. A notice of convocation for the Audit and Supervisory Committee shall bedispatched to each member thereof three (3) days prior to such a meeting. Notwithstanding
the foregoing, the period of convocation may be shortened in the event of any emergency.
(2) If all members thereof agree, the Audit and Supervisory Committee may meetwithout complying with the procedure for the convocation.
(Means of Resolution for the Audit and Supervisory Committee)
Article 36. A resolution of the Audit and Supervisory Committee shall require thepresence of the members thereof entitled to vote and the affirmative vote by themajority of the present members thereof.
(Rule for the Audit and Supervisory Committee)
Article 37. Any matter relevant to the Audit and Supervisory Committee shall be governedby the rule for the Audit and Supervisory Committee adopted through the Auditand Supervisory Committee unless otherwise prescribed under the applicablelaw or the Articles of Incorporation.
Chapter 6. Financial Auditor(Election of the Financial Auditor)
Article 38. The Financial Auditor shall be elected through the General Shareholders
Meeting.
(Term of Office for the Financial Auditor)
Article 39. The term of office for each Financial Auditor shall continue through theclosure of the ordinary General Shareholders Meeting held in connection withthe last fiscal year that terminates within one (1) year after its election.
(2) The Financial Auditor shall be deemed as reelected in such a General
Shareholders Meeting as provided in the preceding paragraph unless otherwise-8-

resolved by such a General Shareholders Meeting.
(Remuneration for the Financial Auditor)
Article 40. The Remuneration for the Financial Auditor shall be determined by theRepresentative Director with a consent of the Audit and Supervisory Committee.
Chapter 7. Accounting(Fiscal Year)
Article 41. Each fiscal year of the Company shall be one (1) year commencing on October
1 and continuing through September 30 of the following year.
(Year-End Dividend)
Article 42. The Company shall distribute the year-end dividend to such shareholders andregistered pledgees of shares as listed or recorded on the last shareholder
registry as of September 30 every year.
(Mid-Year Dividend)
Article 43. The Company may, by a resolution of the Board of Directors, distribute themid-year dividend to such shareholders and registered pledgees of shares aslisted or recorded on the last shareholder registry as of March 31 every year.
(Period of Exclusion for Dividend)
Article 44. Where any dividend is distributed in a monetary form, the Company shall be
released from the duty to pay such a dividend if such a dividend is not received
even after the lapse of three (3) years on and from the date when such apayment is commenced.
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