(Translation)

ARTICLES OF INCORPORATION(As of December 19, 2019)

FINTECH GLOBAL INCORPORATED(FINTECH GLOBAL KABUSHIKI KAISHA)ARTICLES OF INCORPORATIONCHAPTER 1
GENERAL PROVISIONS(Corporate Name)
Article 1.
The name of the Company shall be FinTech Global Kabushiki Kaisha, and in English, FinTech
Global Incorporated.

(Purpose)
Article 2.
The purpose of the Company shall be to engage in the following lines of business:
1

Credit enhancement and intermediate and consulting services related to this business;

2

Financial business, administration and management of partnership assets, andintermediary and consulting services related to these activities;

3

Lending money, mediation of loan, guaranteeing and agency service, and investment
and investment business;

4

Evaluation, operation, advisement, research, study and consulting with respect to thestate of assets of a corporation or an individual;

5Comprehensive leasing business, maintenance and management of equipment forleasing, and intermediate and consulting services of such business;

6

Leasing of real estate, as well as purchase and sale, brokerage, management andconsulting;

7

Life insurance solicitation business;

8Non-life insurance agency business;

9Management consulting business;2

10Type I financial instruments business, Type II financial instruments business,investment management business, investment advisory and agency services, andfinancial instruments intermediary service defined under Financial Instruments andExchange Act;

11Business based on the Real Estate Specified Joint Enterprise Act;

12

Power generation business using such sources as natural energy as well as management
and operation of power generation projects along with activities related to the supplyand sale of electricity;

13Leasing, operation and maintenance of commercial facilities

14

Intermediary services, facilitation and consultations on M&As.

15

The Company will through holdings of stock or equity equivalents seek to guide andmanage the business activities of targeted companies involved in the following
business pursuits.
(1)

Administration and management of partnership assets(2)

Real estate leasing, purchase and sale, ownership, exchange, brokerage,
agency,appraisal, management and consulting services as well as information
processing and provision related to the aforementioned services(3)

The following outsourced services undertaken at the request of clientcompanies and organizations:

(4)

i)

Employee welfare servicesii)

Management of corporate housingiii)

Invoicing and payment services

Production, processing, import/export and sale of food products, food additives
and beverages(5)

Facilities, such as theme parks, fine art galleries, museums, libraries and3leisure facilities, as well as operation, upkeep and management of such
facilities and provision of associated services(6)Type I financial instruments business, Type II financial instruments business,investment management business, investment advisory and agency services,and financial instruments intermediary service defined under the Financial
Instruments and Exchange Act(7)

Business based on the Real Estate Specified Joint Enterprise Law(8)Computer software research, development, production and sale

(9)

Information-processing services and information-providing services(10)

Information network system creation and consulting(11)

Consultations for local public entities(12)

Technical services on aircraft and engines as well as consulting and asset
management pertaining to aircraft and engines

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(13)

Intermediary services, facilitation and consultations on M&As

(14)

Agency for copyright transfer contracts and user agreements

Other lines of business relating to any of the foregoing items.

(Location of the Head Office)
Article 3.
The head office of the Company shall be located in Shinagawa-ku, Tokyo.

(Organizational Bodies)
Article 4.
The Company shall have the following organizational bodies in addition to the General Meeting ofShareholders and Directors:
1.

Board of Directors

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2.

Audit and Supervisory Committee

3.

Accounting Auditor(Method of Public Notices)
Article 5.
Public notices of the Company shall be given by electronic means. However, if the Company
cannot give public notices by electronic means because of an accident or any other unavoidable
event, public notices shall be placed in The Nikkei.

CHAPTER 2SHARES(Total Number of Authorized Shares)
Article 6.
The total number of authorized shares of the Company shall be three hundred and eight million four
hundred thousand (308,400,000) shares.

(The Number of Shares per Share Unit)
Article 7.
The number of shares per share unit of the Company is one hundred (100) shares.

(Rights in Respect of Shares Less Than One Share Unit)
Article 8.
Any shareholder of the Company may not exercise any rights in respect of shares less than one
share unit other than those listed below:

51. The rights listed in each item of Article 189, Paragraph 2 of the Companies Act
2. The right to make demands as indicated in Article 166, Paragraph 1 of the Companies Act
3. The right to receive allotment of shares for subscription and share options for subscription inline with the number of shares held by the shareholder(Acquisition of Own Shares)
Article 9.
The Company may acquire its own shares through market transactions or otherwise by a resolutionof the Board of Directors.

(Record Date)
Article 10.
1.

The Company shall make shareholders who are entered or recorded in the Shareholder Registryat the close of business on the 30th day of September each year as shareholders who may
exercise their rights at the ordinary general meeting of shareholders.

2.

In addition to the preceding paragraph, the Company may, whenever deemed necessary,
temporarily fix a record date upon giving advance public notice pursuant to a resolution of theBoard of Directors or by a decision of a director who has been delegated authority through a
resolution of the Board of Directors.

(Shareholder Registry Administrator)
Article 11.
1.

The Company shall appoint a shareholder registry administrator.

2.

The administrator and that administrator’s place of business shall be designated by a resolutionof the Board of Directors and or by the decision of a director who has been delegated authority
through a resolution of the Board of Directors.

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3.

The preparation and retention of the shareholder registry and the share option registry, andadministration in relation to them shall be entrusted to the shareholder registry administrator,
and the Company shall not by itself handle those works.

(Share Handling Regulations)
Article 12.
The Share Handling Regulations established by the Board of Directors or by the decision of adirector who has been delegated authority through a resolution of the Board of Directors, inaddition to the laws and regulations or the Articles of Incorporation, shall govern matters relating toshares and share options of the Company, and the fee charged for these matters.

CHAPTER 3
GENERAL MEETING OF SHAREHOLDERS(Convocation)
Article 13.
The ordinary general meeting of shareholders shall be convened within three (3) months after theday following the last day of each business year, and an extraordinary general meeting ofshareholders shall be convened from time to time whenever necessary.

(Convener and Chairperson)
Article 14.
1.

Unless otherwise provided by laws and regulations, the director who is the president of theCompany, shall convene each general meeting of shareholders pursuant to the resolution of theBoard of Directors and act as the chairperson thereof.

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2.

When such director is unable to act, another director, who is designated in accordance with anorder of priority determined in advance by the Board of Directors, shall act as the chairperson
thereof.

(Internet Disclosure and Deemed Provision of Reference Documents, etc. of General Meeting ofShareholders)
Article 15.
In convening a general meeting of shareholders, it may be deemed that the Company has provided
the shareholders with necessary information that should be described or indicated in the reference
documents for the general meeting of shareholders, business reports, non-consolidated financialstatements, and consolidated financial statements, on the condition that such information isdisclosed through the Internet-used method in accordance with the Ordinance of the Ministry ofJustice.

(Method of Adopting Resolutions)
Article 16.
1.

Except as otherwise provided in laws and regulations or in the Articles of Incorporation, theresolutions of a general meeting of shareholders shall be adopted by a majority of the votes ofthe shareholders present and entitled to exercise voting rights.

2.

Resolutions of a general meeting of shareholders pursuant to Article 309, Paragraph 2 of theCompanies Act shall be adopted when shareholders having one-third or more of the total
voting rights of shareholders entitled to exercise voting rights are present at the meeting, andwhen approved by two-thirds or more of the votes of the shareholders present.

(Exercise of Voting Rights by Proxy)
Article 17.

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1.

A shareholder may exercise his/her voting rights by proxy who shall be one shareholder of theCompany with voting rights.

2.

A shareholder or his/her proxy shall, at each general meeting of shareholders, submit adocument evidencing the authority of a proxy with the Company.

(Minutes)
Article 18.
The substance of the proceedings at a general meeting of shareholders and the results thereof, as
well as other matters provided for in laws and regulations, shall be entered or recorded in theminutes.

CHAPTER 4
DIRECTORS AND BOARD OF DIRECTORS(Number of Directors)
Article 19
1. The Company shall have no more than four (4) directors (excluding directors who are Audit andSupervisory Committee Members).
2. There shall be no more than five (5) directors who are Audit and Supervisory Committee
Members.

(Method of Election of Directors)
Article 20
1.

The Company shall differentiate between directors, directors who are Audit and Supervisory
Committee Members, and other directors, and all directors shall be elected at a general meeting9

of shareholders.
2.

In preparation for a situation where the number of directors who are Audit and Supervisory
Committee Members fall below the number specified by law or in the Articles ofIncorporation, the Company can elect substitute directors who are Audit and Supervisory
Committee Members at an ordinary general meeting of shareholders.

3.

Directors shall be elected by a majority vote of the shareholders present, representing morethan one-third of the voting rights of the shareholders entitled to exercise the voting rights.

4.

A resolution of the election of a substitute director shall remain valid until the start of theordinary general meeting of shareholders for the last business year ending within two years of
this resolution.

5.

With respect to resolutions for the election of directors, no cumulative voting shall be used.

(Term of Office of Directors)
Article 21
1. The term of office of a director (excluding directors who are Audit and Supervisory CommitteeMembers) shall expire at the close of the ordinary general meeting of shareholders held withrespect to the last business year ending within one year after his or her election.
2. The term of office of directors who are Audit and Supervisory Committee members shall expire
at the close of the ordinary general meeting of shareholders for the last business year ending
within two years of his or her election.
3. The term of office of a director who serves as an Audit and Supervisory Committee Member
and was elected as a substitute for a director who was an Audit and Supervisory Committee
Member and retired before the completion of his or her term shall expire at the end of the termof the retiring director who was an Audit and Supervisory Committee Member.

(Representative Directors and Directors with Specific Titles)

10Article 22
1.

Representative directors shall be elected from directors (excluding directors who are Audit andSupervisory Committee Members) by a resolution of the Board of Directors.

2.

The president, and as necessary, the chairman of the Board of Directors, the vice-president,
senior managing directors and managing directors may be elected from directors (excludingdirectors who are Audit and Supervisory Committee Members) by a resolution of the Board ofDirectors.

(Convener and Chairperson of Meeting of Board of Directors)
Article 23
1.

Unless otherwise provided by laws and regulations, the director designated by the Board ofDirectors in advance shall convene each meeting of the Board of Directors and act as thechairperson thereof.

2.

When the president is unable to act, another director concurrently in office, who is designatedin accordance with an order of priority determined in advance by the Board of Directors, shallact as the chairperson thereof.

(Convocation Notice of Meeting of Board of Directors)
Article 24
1.

A convocation notice for a meeting of the Board of Directors shall be sent to each director
three (3) days prior to the date set for the meeting, provided however. that this period may be
shortened if urgently required.

2.

The Board of Directors may meet without convocation procedures if all directors agree.

(Method for Adopting Resolutions by Board of Directors)
Article 25

11Resolutions of the Board of Directors shall be made by a majority vote of the directors present at
the meeting where the majority of the directors entitled to participate in the vote are present.

(Omission of Resolution of Board of Directors)
Article 26.
In cases where directors submit a proposal with respect to a matter which is the purpose of theresolution of the Board of Directors, and if all the directors (limited to those who are entitled toparticipate in votes with respect to such matter) manifest their intention to agree to such proposal inwriting or by means of electromagnetic records, it shall be deemed that the resolution to approve
such proposal at the Board of Directors has been made.

(Delegation of Determinations on the Execution of Important Business to Directors)
Article 27
Pursuant to the provisions of Article 399-13, paragraph 6 of the Companies Act, the Company may,by resolution of the Board of Directors, delegate determinations on the execution of importantbusinesses (excluding matters described in paragraph 5 of the same Article) to directors in whole orin part.

(Minutes)
Article 28
The substance of the proceedings at a meeting of the Board of Directors and the results thereof, as
well as other matters provided for in laws and regulations, shall be entered or recorded in theminutes, and the chairperson and attending directors shall inscribe their names and affix their seals
thereon or put their electronic signatures thereon.

(Rules of Board of Directors)

12Article 29
Except as otherwise provided in laws and regulations or in the Articles of Incorporation, matterspertaining to the Board of Directors shall be governed by the Rules of the Board of Directors to beestablished by the Board of Directors.

(Remuneration, etc.)
Article 30
Matters with respect to financial benefits received from the Company as consideration for theexecution of the duties, such as remuneration and bonuses (hereinafter referred to as"Remuneration, etc.") for directors shall be differentiated between directors who are Audit andSupervisory Committee Members and other directors, and shall be determined by a resolution of themeeting of general shareholders.

(Exemption of Directors’ Liabilities)
Article 31
1.

The Company may, pursuant to Article 426, paragraph 1 of the Companies Act, exempt
directors (including former directors) from their liabilities for damage under Article 423,
paragraph 1 of the Companies Act by a resolution of the Board of Directors to the extent
permitted by laws and regulations.

2.

The Company may, pursuant to Article 427, paragraph 1 of the Companies Act, conclude
contracts with directors (excluding directors who have executive duties as defined underArticle 2, item 15 (a) of the Companies Act) to limit the liabilities of such directors under
Article 423, paragraph 1 of the Companies Act. Such limitation on the amount of the liabilities
pursuant to the contracts shall be however, within the scope provided by laws and regulations.

13CHAPTER 5
AUDIT AND SUPERVISORY COMMITTEE(Full-Time Member of the Audit and Supervisory Committee)
Article 32
A certain number of full-time members of the Audit and Supervisory Committee may be electedfrom among Audit and Supervisory Committee Members by a resolution of the Audit andSupervisory Committee.

(Convocation Notice for Meeting of Audit and Supervisory Committee)
Article 33
1.

A convocation notice for a meeting of the Audit and Supervisory Committee shall be sent toeach member of the Audit and Supervisory Committee three (3) days prior to the date set forthe meeting, provided however, that this period may be shortened if urgently required.

2.

The Audit and Supervisory Committee may meet without convocation procedures if all
members of the Audit and Supervisory Committee agree.

(Method for Adopting Resolutions by Audit and Supervisory Committee)
Article 34
Resolutions of the Audit and Supervisory Committee shall be made by a majority vote of membersof the Audit and Supervisory Committee present at the meeting where the majority of committee
members entitled to participate in the vote are present.

(Minutes)
Article 35
The substance of proceedings at a meeting of the Audit and Supervisory Committee and the results

14thereof, as well as other matters provided for in laws and regulations, shall be entered or recordedin the minutes, and the chairperson and attending Audit and Supervisory Committee Members shallinscribe their names and affix their seals or put their electronic signatures thereon.

(Rules of the Audit and Supervisory Committee)
Article 36Except as otherwise provided in laws and regulations or in the Articles of Incorporation, matterspertaining to the Audit and Supervisory Committee shall be governed by the Rules of the Audit andSupervisory Committee to be established by the Audit and Supervisory Committee.

CHAPTER 6
ACCOUNTS(Business Year)
Article 37
The business year of the Company shall commence on October 1 and end on September 30 of thefollowing year.

(Dividends of Surpluses)
Article 38
The Company shall pay a cash distribution of year-end dividends of surpluses (hereinafter referredto as ‘Year-end Dividends’) to its shareholders or pledges whose names are entered or recorded in
the shareholder registry as of the close of every business year by a resolution of the general meetingof shareholders.

15(Interim Dividends)
Article 39
The Company may pay dividends provided for in Article 454, paragraph 5 of the Companies Act(hereinafter referred to as “Interim Dividends”), to shareholders or pledges whose names areentered or recorded in the Shareholder Registry as of the 31st day of March every year by aresolution of the Board of Directors.

(Period of Exclusion Regarding Dividends)
Article 401.

The Company shall be exonerated from the payment of Year-end and Interim Dividends, if
such dividends have remained unreceived after three (3) years from commencement ofpayment.

2.

Outstanding Year-end and Interim Dividends shall bear no interest.

SUPPLEMENTARY PROVISIONS(Transitional Measures Concerning Liability Exemption of Audit and Supervisory Board members)
Article 1
Concerning liability exemption, stipulated in Article 423, paragraph 1 of the Companies Act, for thedamages arising from the acts of Audit and Supervisory Board members (including any former
Audit and Supervisory Board Members) committed prior to the conclusion of the general meetingof shareholders for the business year ended September 30, 2019, the provisions then in force shallremain applicable.

Article 216

Concerning contracts for limitation of liability, stipulated in Article 423, paragraph 1 of theCompanies Act, for the damages arising from the acts of Outside Audit and Supervisory BoardMembers (including former Outside Audit and Supervisory Board Members) committed prior to theconclusion of the general meeting of shareholders for the business year ended September 30, 2019,
the provisions then in force shall remain applicable.

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