Articles of Incorporation

NAGASE&CO., LTD.

Chapter 1

General Provisions

Article 1.
(Trade Name)
The Company's trade name shall be Nagase Sangyo Kabushikigaisha.
2.
In English, it shall be called NAGASE & CO., LTD.
Article 2.
(Purpose)
The purpose of the Company shall be to engage in the following businesses.
1.
Imports, exports, purchases, sales, wholesaling and agency business in respect ofthe following goods.
Chemicals, chemical products, petroleum products, plastics and plastic products,
movie materials, photographic materials, magnetic products, miscellaneouselectronic products and materials, machinery, equipment and devices, abrasivematerials, textile products, leathers, paper, paper products, toys, personal
ornaments, sundries, lumber, construction materials, steel, nonferrous metals,
precious metals, precious stones, mining products, food additives, animal feedadditives, foods, alcoholic drinks, fresh flowers, plants.
2.
Imports, exports, purchases, sales, processing and manufacturing in respect of
the following goods.
Chemical agents, pharmaceuticals, quasi-drugs, cosmetics, medical devices,
plastics, agrochemicals, toxic-substances and hazardous products, preservatives
for beverages, high-pressure gases, bicycle parts, scooter parts, agricultural,
livestock and marine products, fertilizers, feeds and their raw materials, enzymes,
food additives, veterinary medicines and medical devices for animals.
3.
Construction work, telecommunications construction work, painting work,
plumbing work, installation of machinery and equipment, interior finishing work,tiling, brick and block work, and landscape gardening work.
4.
Purchases, sales, leasing, rental, intermediation and management of real estate,
and management of parking lots.
5.
Leasing of movables and intermediation in leasing and rentals.
6.
Publishing.
7.
Design, manufacture, installation work, subcontracting and broking in connection
with various kinds of machinery, equipment and devices.
8.
Purchases and sales of measuring instruments.
9.
Acquisition, planning, development, preservation, use and intermediation ofindustrial property rights, copyright and other intangible property rights, know-how,system engineering, etc.
10. Planning, design, development, sales, maintenance and leasing of computer
software, as well as information communication, information processing andinformation provision services related to them.
11. Financing.
12. Holding, trading and investment of negotiable securities.

13.
14.
15.
16.
17.
18.

Management of sports facilities.
General travel business and travel agency business.
Temporary worker business.
Management of food service establishments.
Trading in, and commissioned sales of, used goods.
Any businesses incidental and related to the above items.

Article 3.
(Head Office)
The Company's Head Office shall be located in Osaka City.
Article 4.
(Establishment of Bodies)
The Company shall have a Board of Directors, Company Auditors, a Board ofAuditors, and Accounting Auditors.
Article 5.
(Public Notices)
The Company's public notices shall be made by electronic means. However, ifincidents or other unavoidable circumstances occur that prevent electronic
notifications from being made, notifications shall by placed in the Nihon Keizai
Shimbun.

Chapter 2

Shares

Article 6.
(Total Number of Shares Authorized)
The total number of shares that the Company is authorized to issue is 346,980,000.
Article 7.
(Number of shares constituting a unit of stock and requests for sale ofodd lots of shares)
The number of shares constituting a unit of stock shall be one hundred (100).
2.
A shareholder holding an odd lot of shares may request that the Company sell tothe shareholder such amount of shares that will, when added together with theodd lot of shares, constitute a unit of stock.
Article 8.
(Administrator of Shareholders’ Register)
The Company shall have an administrator of the shareholders’ register.
Article 9.
(Stock Handling Regulations)
Procedures related to the Company’s shares shall be governed by the Stock Handling
Regulations stipulated by the Board of Directors.

Chapter 3

General Meeting of Shareholders

Article 10.
(Date of Record)
The shareholders entitled to exercise their rights at the Company’s regular generalmeeting of shareholders shall be those shareholders recorded in the shareholders’register as at March 31 of each year.
Article 11.
(Convocation)
The Company's regular general meeting of shareholders shall be convened in Juneeach year.
2.
The Company's general meetings of shareholders shall be convened at thelocation of the Head Office, or in Chuo-ku, Tokyo, or a venue in the vicinity of theselocations.
Article 12.
(Parties with the Right to Convene and Chairman)
The President shall convene and act as chairman of the Company's general meetingsof shareholders. If the President is prevented from attending, his place shall be taken
by another Director selected according to the order of priority stipulated in advance by
the Board of Directors.
Article 13.
(Resolutions)
Resolutions of the Company's general meetings of shareholders shall be decided bya majority of the voting rights of the shareholders present, except where laws andordinances or the Articles of Incorporation make stipulations to the contrary.
2.
To adopt a resolution at the shareholders’ meeting in accordance with Article 309
Section 2 of the Companies Act, the attendance of shareholders holding not lessthan one-third of the voting rights of shareholders entitled to exercise their voting
rights and votes of not less than two-thirds thereof shall be required.
Article 14.
(Electronic provision, etc.)
The Company shall electronically provide information of the reference documents forthe general meeting of shareholders etc. in convening general meetings ofshareholders.
2.
Among the matters to be provided electronically, the Company may choose toomit all or some of the matters stipulated by the ordinances of the Ministry ofJustice in documents to be delivered to shareholders who make a request forthe delivery of hard copies by the record date of voting rights.
Article 15.
(Exercise of Proxy Voting Rights)
Shareholders may exercise the voting rights of one other shareholder holding
Company voting rights by acting as that shareholder’s proxy. In such cases, theshareholder or proxy holder must submit written evidence of the right of proxy to theCompany.

Chapter 4
Article 16.

Directors and the Board of Directors(Number of Directors)

The Company shall have up to 12 Directors.
Article 17.
(Election of Directors)
To elect a director of the Company, the attendance of shareholders holding not lessthan one-third of the voting rights of shareholders entitled to exercise their rights andvotes of a majority thereof shall be required.
2.
Cumulative voting shall not be used to elect Company Directors.
Article 18.
(Term of Office of Directors)
The terms of office of Company Directors shall extend to the conclusion of the regular
general meeting of shareholders pertaining to the final fiscal year ending within one
year of their election.
Article 19.
(Ranking Directors and Representative Directors)
The Board of Directors may appoint a Chairman, Vice Chairman, President, Vice
President, Senior Managing Director and Managing Director by resolution.
2.
The Director(s) representing the Company shall be appointed from among theCompany Directors by the Board of Directors.
Article 20.
(Convener and Chairman of Board of Directors' Meetings)
Notification of convocation of meetings of the Company's Board of Directors shall beissued to each Director and Auditor at least three days prior to the meeting. However,this notice may be made closer to the date of the meeting when urgency is necessary.
2.
The role of convener and chairman of Board of Directors' meetings shall be filledby the Chairman or the President in that order of priority. When the convener andchairman is otherwise engaged, his place shall be taken by another convener andchairman in accordance with the order of priority stipulated by the Board ofDirectors.
3.
Where separate stipulations exist in laws and ordinances, another Director orAuditor may convene and chair meetings of the Board of Directors.
4.
If a director proposes any item for resolution by the Board of Directors, the item
shall be deemed an approved resolution of the Board of Directors if all of theDirectors entitled to participate in the resolution indicate their agreement by written
or electro-magnetic record and none of the Auditors raises an objection.
Article 21.
(Board of Directors' Regulations)
Matters relating to the Company's Board of Directors shall be governed by the Boardof Directors' Regulations stipulated by the Board of Directors as well as thestipulations of laws and ordinances and the Articles of Incorporation.

Chapter 5Article 22.

Auditors and the Board of Auditors(Number of Auditors)

The Company shall have up to five Auditors.
Article 23.
(Election of Auditors)
To elect an auditor of the company, the attendance of shareholders holding not lessthan one-third of the voting rights of shareholders entitled to exercise their rights andvotes of a majority thereof shall be required.
Article 24.
(Term of Office of Auditors)
The terms of office of Company Auditors shall extend to the conclusion of the regular
general meeting of shareholders pertaining to the final fiscal year ending within four
years of their election.
2.
The term of office of an Auditor elected to fill a vacancy left by an Auditor retiring
before his term of office expires shall extend for the remainder of his
predecessors’ term of office.
Article 25.
(Standing Auditor)
The Board of Auditors shall appoint a Standing Auditor from among the Company’sAuditors.
Article 26.
(Convocation of Board of Auditors' Meetings)
Notification of convocation of meetings of the Company's Board of Auditors shall be
issued to each Auditor at least three days prior to the meeting. However, this notice
may be made closer to the date of the meeting when urgency is necessary.
Article 27.
(Board of Auditors' Regulations)
Matters relating to the Company's Board of Auditors shall be governed by the Boardof Auditors' Regulations stipulated by the Board of Auditors as well as the stipulationsof laws and ordinances and the Articles of Incorporation.

Chapter 6

Release from Liability of Directors and Auditors

Article 28.
(Partial Release from Liability for Damages)
In accordance with resolutions of the Board of Directors, the Company may, to theextent permitted by laws and ordinances, release Company Directors (includingformer Company Directors) and Company Auditors (included former CompanyAuditors) from any liability to the Company for damages.
2.
The Company may conclude agreements with Outside Directors and Outside
Auditors regarding liability to the Company for damages. However, such liability fordamages shall be limited to amounts stipulated by laws and ordinances.

Chapter 7
Article 29.

(Fiscal Year)

Calculations

The Company's fiscal year shall last from April 1 each year to March 31 the followingyear.
Article 30.
(Distribution of Retained Earnings)
In accordance with resolutions of the general meeting of shareholders, the Company
may pay a year-end dividend to shareholders and registered stock pledgees recordedin the shareholders' register as at the final day of each fiscal year.
2.
In addition to the previous item, the Company may, in accordance with resolutionsof the general meeting of shareholders, pay an interim dividend to shareholders
and registered stock pledgees recorded in the shareholders' register as at
September 30 of each year
Article 31.
(Share Repurchases)
In accordance with resolutions of the Board of Directors, the Company may
repurchase shares of its stock in open-market transactions or by other similar means.
Article 32.
(Period of Limitations on Dividends)
If a year-end or interim dividend has not been claimed after three full years haveelapsed from the date of payment, the Company is exempted from the obligation topay that dividend

Revised May 30, 1964
Revised May 21, 1965
Revised May 23, 1966
Revised May 29, 1968
Revised May 28, 1969
Revised May 28, 1970
Revised May 27, 1971
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Revised June 28, 1979
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Revised June 25, 1987
Revised June 29, 1989
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Revised June 24, 2015
Revised June 20, 2022