Articles of Incorporation

PlanetDAO 001 Inc.

Chapter 1: General Provisions
Article 1: Trade Name
1. The name of the company shall be 株式会社 PlanetDAO 001, and in English, it shall bereferred to as PlanetDAO 001 Inc.
Article 2: Purpose
1) The purpose of the company shall be to engage in the following businesses:
1) Planning of various services including information provision services using theInternet.
2) Planning, production, sale, operation, and management of websites.
3) Contracted services related to the planning, design, and operation of informationsystems and communication networks using the Internet or other media.
4) Planning, design, development, operation, management, and provision of application
software using advanced technologies such as blockchain and AI, various tokens,and electronic authentication.
5) Planning, development, issuance, and management of prepaid payment methods
under the Act on Settlement of Funds.
6) Research, study, and provision of information related to crypto assets.
7) Buying, selling, renting, developing, managing, and brokering of real estate.
8) Support services related to the aforementioned items.
9) Advertising business and advertising agency services.
10) Various consulting services.
11) Restaurant business.
12) Operation and management of lodging facilities.
13) Tourism business and travel industry.
14) All businesses and activities incidental or related to the foregoing items.
Article 3: Location of Head Office
1. The head office of the company shall be located in Chiyoda Ward, Tokyo.
Article 4: Method of Public Notice
1. The public notices of the company shall be published in the Official Gazette.

Chapter 2: Shares
Article 5: Total Number of Shares Authorized for Issuance
1. The company shall issue common shares, Class A shares, and Class B shares.
2. The total number of shares authorized for issuance by the company shall be 101,702 shares.
The authorized number of shares for each class is as follows:
1) Common shares: 101,000 shares
2) Class A shares: 590 shares
3) Class B shares: 112 shares

Article 6: Non-Issuance of Share Certificates
1. The company shall not issue share certificates for its shares.
Article 7: Restriction on Transfer of Shares
1. The transfer of shares of the company by means of sale requires the approval of the general
meeting of shareholders.
2. If the transferee has agreed to the "PlanetDAO001 Terms of Use" specified on the companyoperated website, it is deemed that the general meeting of shareholders has granted approval
under Articles 136 or 137(1) of the Companies Act.
Article 8: Requests for Entry and Recording in the Shareholder Register
1. A purchaser of the company’s shares who requests the entry or recording of shareholder
register entries must be listed or recorded in the shareholder register as a shareholder of theacquired shares. The request must be jointly made by the shareholder, their heirs, or othergeneral successors, who must sign or affix their seal to a request form in the format prescribedby the company.
2. Notwithstanding the provisions of the preceding paragraph, if it is determined by a Ministryof Justice ordinance that there is no risk of harm to the interests of relevant parties, a purchaserof shares may individually request that the details be entered or recorded in the shareholder
register.
Article 9: Registration of Pledges and Indication of Trust Property
1. To request the registration of a pledge or the indication of trust property on the company'sshares, the party must apply by signing or affixing a seal on a request form specified by thecompany. The same applies to the removal of such registration or indication.
Article 10: Record Date
1. The company shall consider those shareholders who are recorded in the final shareholder
register at the end of each fiscal year and who have voting rights as eligible to exercise theirrights at the ordinary general meeting for that fiscal year.
2. In addition to the above, when it is necessary to determine who is eligible to exercise rights
as shareholders or registered pledgees of shares, the board of directors may, by a majority
decision, set a special record date. In such cases, this date shall be announced at least two
weeks in advance.
Article 11: Notification of Shareholders' Addresses and Other Details
1. Shareholders of the company and registered pledgees of shares or their legal representatives
or proxies must notify the company of their names or corporate names, addresses, and seals
using the prescribed form provided by the company. In the event of any changes to thesedetails, the same procedure must be followed.

Chapter 3: Common Shares
Article 12: Right to Request Acquisition
1. Shareholders who hold common shares or registered pledgees of common shares may request
the company to acquire their shares if the company is unable to acquire ownership of theassets specified in the business operation regulations established separately at theshareholders' meeting, or if the company is unable to complete the registration of transfer ofownership of the targeted real estate. This request can be made from April [day], 2025 to[month] [day], 2025. In this case, the company shall pay ¥34,540 per common share.

Chapter 4: Class A SharesArticle 13: Dividends
1. The company shall not distribute dividends from surplus funds to shareholders holding ClassA shares (hereinafter referred to as "Class A Shareholders") or to registered pledgees of ClassA shares (hereinafter referred to as "Class A Registered Share Pledgees").
Article 14: Distribution of Residual Assets
1. When distributing residual assets, the company shall pay ¥1 per Class A share to Class A
Shareholders or Class A Registered Share Pledgees prior to shareholders holding commonshares or registered pledgees of common shares. No further distribution of residual assets
shall be made to Class A Shareholders or Class A Registered Share Pledgees beyond thisamount.
Article 15: Voting Rights
1. The matters in which Class A Shareholders may exercise voting rights at the shareholders'meeting shall include all matters to be resolved at the shareholders' meeting according to laws
or the articles of incorporation, except for matters related to the distribution of surplus funds.

Chapter 5: Class B Shares
Article 16: Voting Rights
1. Class B shares do not carry voting rights at the shareholders' meeting of the company.

Chapter 6: Shareholders' Meetings
Article 17: Time and Notice of Convocation
1. The regular shareholders' meeting of the company shall be convened within three months
from the day following the end of each fiscal year. Special shareholders' meetings shall beconvened as necessary.
2. To convene a shareholders' meeting, a notice must be issued to the shareholders eligible toexercise voting rights at least three days before the date of the meeting.
Article 18: Convener and Chairperson
1. The shareholders' meetings shall be convened by the President, who shall also act as thechairperson.
2. In the event of an incident involving the President, another director designated in advance inthe order set by the President shall substitute.
Article 19: Resolution Requirements
1. Resolutions at shareholders' meetings shall be made by a majority of the voting rights of theshareholders present, unless otherwise specified by law or the articles of incorporation.
2. Resolutions requiring the conditions set forth in Article 309, Paragraph 2 of the Companies
Act shall be made with the attendance of shareholders holding at least one-third of the voting
rights eligible to be exercised, and the approval of at least two-thirds of the voting rights of

the shareholders present.
3. Notwithstanding the provisions of the previous paragraphs, resolutions on the following
matters shall be made with the attendance of shareholders holding at least one-third of thevoting rights eligible to be exercised, and the approval of at least nine-tenths of the voting
rights of the shareholders present:
1) Amendments to this article
2) Issuance, grant, or gratuitous allocation of shares [or share options]
3) [Corporate restructurings, mergers, company splits, share exchanges, or sharetransfers]4) [Consolidation of shares or setting of share units]
5) [Acquisition, disposal, or cancellation of treasury shares or own share options]
Article 20: Proxy Voting
1. Shareholders or their legal representatives may exercise voting rights through a proxy who iseither another shareholder with voting rights or a relative. In such cases, the shareholder or
proxy must submit a document proving the proxy authority for each shareholders' meeting.
Article 21: Minutes
1. Minutes of the shareholders' meeting shall be prepared in accordance with legal requirements
and kept at the company's head office for a period of ten years from the date of theshareholders' meeting.
Article 22: Class Shareholders' Meetings
1. The provisions of Article 10, Paragraph 1 shall apply mutatis mutandis to class shareholders'meetings in cases where the resolution of the ordinary shareholders' meeting requires, inaddition to such resolution, a resolution by a class shareholders' meeting.
2. The provisions of Articles 17, Paragraph 2, 18, 19, Paragraph 1, 20, and the precedingarticle shall apply mutatis mutandis to class shareholders' meetings.
3. The provisions of Article 19, Paragraph 2 shall apply mutatis mutandis to resolutions atclass shareholders' meetings in accordance with Article 324, Paragraph 2 of the Companies
Act.

Chapter 7: Directors and Representative Directors
Article 23: Number of Directors
1. The company shall appoint one or more directors.
Article 24: Appointment
1. Directors shall be appointed by a resolution of the shareholders' meeting.
2. The resolution for the appointment of directors shall be made with the attendance ofshareholders holding at least one-third of the voting rights eligible to be exercised, and by amajority of the voting rights of the shareholders present.
3. The resolution for the appointment of directors shall not be made by cumulative voting.
Article 25: Term of Office
1. The term of office for directors shall extend until the conclusion of the regular shareholders'meeting pertaining to the last fiscal year ending within three years after their appointment.
2. The term of office for directors appointed as substitutes or due to an increase in the numberof directors shall extend until the expiry of the term of their predecessors or the directors in
office at the time of such appointment.

Article 26: Execution of Duties1. Directors shall execute the business of the company in accordance with this articles ofincorporation, the business operation regulations specified separately at the shareholders'meeting, and other rules.
Article 27: President and Representative Director
1. If there is only one director in the company, that director shall be the representative director.
If there are multiple directors, one representative director shall be determined by mutual
election among the directors.
2. The representative director shall serve as the President and execute the business of thecompany.
Article 28: Compensation
1. The compensation, bonuses, and other benefits received by directors from the company asremuneration for their services shall be determined by a resolution of the shareholders'meeting.

Chapter 8: Financial Affairs

Article 29: Fiscal Year
1. The fiscal year of the company shall be annual, beginning on April 1st of each year and endingon March 31st of the following year.
Article 30: Distribution of Surplus
1. The company shall distribute surplus funds as dividends to shareholders or registeredpledgees of shares who are recorded in the final shareholder register at the end of each fiscalyear.
2. In addition to the above, dividends can be distributed on a specified record date.
Article 31: Statute of Limitations on Dividend Claims
1. If dividends remain unclaimed for a period of three years from the date they are madeavailable, the company is relieved from the obligation to pay these dividends.

Chapter 9: Supplementary Provisions
Article 34: First Fiscal Year
1. The first fiscal year of the company shall extend from the date of the company's
establishment until March 31st, 7th year of Reiwa.
Article 35: Compliance with Laws and Regulations1. All matters not specified in these articles of incorporation shall be governed by theCompanies Act and other relevant laws and regulations.