(The original(official) text is in Japanese, and this English text is a provisional translation)

Articles of Association of Carbon Recycle Fund Institute
Chapter 1. General Provisions
Article 1 (Name)
The name of this association (“the Association”) shall be Carbon Recycling FundInstitute.
Article 2 (Office)The principal office of the Association shall be located in Minato-ku, Tokyo.
Article 3 (Objectives)
The objectives of the Association shall be to contribute to the promotion of carbon
recycling by giving grants to studies and researches on carbon recycling andmaking public relations, etc. thereof, with the aim of simultaneously solving theglobal warming problem and improvement of energy access, etc.
Article 4 (Activities)
In order to achieve the objectives set forth in Article 3, the Association shallengage in the following activities:(1) Giving grants to studies and researches on carbon recycling;(2) Publicity on carbon recycling;(3) Granting awards and prize money to researchers, etc. recognized for theiroutstanding achievements in carbon recycling;(4) Promotion of information sharing among activities regarding carbonrecycling;(5) Various domestic and international studies on carbon recycling;(6) Policy recommendations to the government for carbon recycling;(7) In addition to those listed in each of the preceding items, other Activities
necessary to achieve the objectives of the Association.
Article 5 (Public notice)
Public notices of the Association shall be provided by posting a notice in aconspicuous place at the principal office.
Chapter 2. Members and Members under General Incorporated Association Act
1

Article 6 (Admission and Membership Categories)
1. The membership (“Membership”) of the Association shall consist of RegularMembers and Supporting Members, and Regular Members shall be treated as
members under the Act on General Incorporated Associations and General
Incorporated Foundations (hereinafter referred to as the "General IncorporatedAssociation Act").
2. Regular Members shall be corporations and individuals that agree with theobjectives of the Association.
3. Supporting Members shall be local governments, public research institutions,academic experts, etc. that agree with the objectives of the Association and wish
to cooperate with the Association's activites, other than Regular Members.
4. To become a member, an application shall be made using the form prescribedby the Association for approval by the representative director.
Article 7 (Burden of Costs, etc.)
1. Members shall be required to pay costs necessary for the accomplishment of
the objectives of the Association.
2. Members must pay a membership fee as separately determined by the general
assembly.
Article 8 (Removal from Membership)
1. The membership status of a Member of the Association shall be removed inany of the following cases:(1) the Member withdraws from the Association;(2) the Member becomes an adult ward or a person under curatorship;(3) the Member dies, is declared missing, or is dissolved;(4) the Member has failed to pay the membership fee for two years or more;(5) the Member is dismissed from the Association;(6) all Regular Members of the Association unanimously agree to remove themembership of the Member.
Article 9 (Withdrawal from the Association)
A Member may voluntarily withdraw from the Association at any time; provided,
however, that at least one month's prior notice shall be given to the Association.

2

Article 10 (Expulsion)
When any Member of the Association has defamed the reputation of theAssociation or acted contrary to the objectives of the Association, the Association
may dismiss the Member by a special resolution of the general assembly as
provided in Article 49, Paragraph 2 of the General Incorporated Association Act.
Article 11 (Registry of Members)
The Association shall prepare a registry of members, which shall include thenames and addresses of the members under the General IncorporatedAssociation Act.

Chapter 3. General Assembly
Article 12 (General Assembly, Composition)
1. A general assembly of the Association may occur as either an ordinary general
assembly or an extraordinary general assembly. An ordinary general assembly
shall be held within three months after the conclusion of each fiscal year end,and an extraordinary general assembly shall be held anytime as necessary.
2. A general assembly shall consist of the members under the General
Incorporated Association Act.
Article 13 (Convocation)
1. A general assembly shall be convened by the representative director upon adetermination by a majority of the directors.
2. Notification of convocation of the general assembly must be given in writing tothe members at least five (5) days prior to the date of the meeting, stating thedate, time, place and purpose of the meeting.
Article 14 (Method of Resolution)
A resolution of the general assembly shall be made by a majority of votes of themembers present at the meeting where the members holding a majority of thevoting rights of all the members are present, except as otherwise provided bylaws and regulations.
Article 15 (Omission of Resolution)3

If the representative director proposes a matter that is the purpose of the general
assembly and all the members who are eligible to vote on the proposal indicate
their consent to the proposal in writing or by electromagnetic record, the proposal
shall be deemed to have been approved by a resolution of the general assembly.
Article 16 (Voting rights)
Each member shall have one (1) voting right.
Article 17 (Chairperson)
The representative director shall serve as the chairperson at the general
assembly. If the representative director is unable to act, the Vice Chairperson
shall act as a substitution, and if the Vice Chairperson is also unable to act, asubstitute chairperson shall be elected at such general assembly.
Article 18 (Minutes)
Minutes of the proceedings of the general assembly must be taken as provided
by laws and regulations.

Chapter 4. Officers, etc.
Article 19 (Number of Officers)
1. The Association shall have the following officers:(1) Directors: Not less than three (3) and not more than fifteen (15);(2) Auditor: One (1).
2. Two of the directors shall be designated as the representative directors, whoshall be appointed from among the directors.
3. The representative director in Paragraph 2 shall be treated as therepresentative director under the General Incorporated Association Act.
Article 20 (Appointment, etc.)
1. The Association shall appoint the directors and the auditor from among themembers under the General Incorporated Association Act by a resolution of thegeneral assembly; provided, however, that this shall not preclude, whennecessary, the appointment of the directors and the auditor from among4

employees of a corporation that is a member, or other person other than amember.
2. The representative directors as stipulated in Article 19, Paragraph 2 and theselection as stipulated in Article 22 shall be elected and selected by the directors
from among themselves.
Article 21 (Term of Office)
1. The term of office of each director shall continue until the conclusion of theordinary general assembly with respect to the last fiscal year which ends within
two (2) years from the time of their appointment, and shall not preclude theirreappointment.
2. The term of office of auditor shall continue until the conclusion of the ordinary
general assembly with respect to the last fiscal year which ends within four (4)years from the time of their appointment, and shall not preclude theirreappointment.
3. The term of office of each director or auditor appointed to fill a vacancy shall
expire when the term of office of their predecessor expires.
4. In the event of resignation or expiration of the term of office of a director orauditor, but a vacancy occurs, the director or auditor shall have the right and duty
to perform their duties until a newly elected person assumes office.
Article 22 (Selection and Mandate of Chairperson, Vice Chairperson, Senior
Executive Director, etc.)
1. The Association shall have one (1) Chairperson, the post of which shall beassumed by the representative director.
2. The Chairperson shall represent the Association and oversee the activities
Activities of the Association.
3. The Association shall have one or more Vice Chairperson, the post of whichshall be assumed by the director.
4 The Vice Chairperson shall assist the Chairperson.
5 The Association shall have one Senior Executive Director, the post of whichshall be assumed by the director.
6 The Senior Executive Director shall assist the Chairperson and Vice
Chairperson in the execution of their duties.
7 The directors shall perform their duties as provided by laws and regulations,and these Articles of Association.
5

Article 23 (Auditor's Mandate)
The auditor shall audit the execution of the duties of the directors and prepare
an audit report as provided by laws and regulations.
Article 24 (Remuneration, etc. of Officers)
The directors and Auditor shall receive no remuneration; provided, however, thatthe remuneration, bonuses and other property benefits to be received from theAssociation as compensation for the execution of duties by full-time officers shallbe determined by a resolution of the general assembly.
Article 25 (Restriction on Transactions)
Any director intending to engage in any of the following transactions must
disclose the material facts concerning the transaction at the general assemblyand obtain its approval.
(1) Transactions falling under the category of the Activities of the Associationthat are conducted on behalf of himself/herself or a third party.
(2) Transactions with the Association conducted on behalf of himself/herself ora third party.
(3) Any transaction pursuant to which the Association will guarantee the debt ofthat director or any other transaction with a person other than the director which
results in a conflict of interest between the Association and that director.
Article 26 (Partial Waiver of Liability)
The Association may, by a special resolution of the general assembly, exempt
the liability of its officers under Article 111, Paragraph 1 of the General
Incorporated Association Act up to the amount obtained by deducting theminimum liability limit stipulated by laws and regulations from the actual amountof liability sustained by the Association, if the requirements stipulated by laws
and regulations are fulfilled.
Chapter 5. Secretariat and Committees
Article 27 (Secretariat)
1. A secretariat shall be established to handle the affairs of the Association.
2. The secretariat may have a Secretary-General and other staff members.
63. The Secretary-General shall be appointed and dismissed by the representativedirector.
4 Other staff members shall be appointed and dismissed by the SecretaryGeneral.
5. Matters concerning the organization and operation of the secretariat shall bedetermined separately by the representative director.
Article 28 (Committees)
1. The Association may establish committees for the smooth execution of its
Activities.
2. Committees shall deliberate on the matters they are intended to address.
3, Matters necessary for the duties, composition and operation of the Committees
shall be determined separately by the representative director.

Chapter 6. Funds
Article 29 (Contributions of Funds)
The Association may solicit its members or any third parties for contributions ofthe funds.
Article 30 (Solicitation of Funds)
The procedures for solicitation, allocation, and payment of the funds shall be
determined by the Secretary-General.
Article 31 (Rights of Fund Contributors)
Contributed funds shall not be reimbursed until the date agreed with the fundcontributor.
Article 32 (Procedures for Reimbursement of Funds)
Reimbursement of the funds to the contributor shall be made upon adetermination by the Secretary-General after a resolution at the ordinary general
assembly regarding the total amount of funds to be reimbursed.

Chapter 7. Calculation
Article 33 (Fiscal year)
7The fiscal year of the Association shall commence on April 1 and end on March
31 of the following year.
Article 34 (Activities Report and Settlements of Accounts)
1. With respect to the Activities report and settlement of accounts of theAssociation, the following documents shall be prepared by the representative
director after the end of each fiscal year, audited by the auditor, and submitted
to the ordinary general assembly, where the contents of the documents under
Item 1 shall be reported and approval must be obtained for documents underItems 2 and 3.
(1) Activities Report(2) Balance Sheet(3) Statements of Income (Statements of Changes in Net Assets)
2. An audit report, in addition to the documents reported or approved pursuant tothe provisions in the preceding paragraph, shall be kept at the principal office forfive years.
Article 35 (Non-distribution of Surplus)
The Association shall not make any distribution of surplus.
Article 36 (Disposition of Residual Assets)
If the Association has any remaining assets at the time of dissolution, the entire
amount shall be donated to the government.

Chapter 8. Supplementary Provisions
Article 37 (Initial Fiscal Year)
The initial fiscal year of the Association shall be from the date of incorporation ofthe Association to March 31, 2020.
Article 38 (Membership Fee at Incorporation, Location of Office, etc.)
1. Notwithstanding the provisions of Article 7, the initial membership fee atincorporation shall be as follows:
Annual membership fee

Corporation

200,000 yen

Individual

10,000 yen8

2. The location of the initial office at incorporation shall be 3-2-1, Nishi-Shimbashi,
Minato-ku, Tokyo.
Article 39 (Name and Address of the Members of the Association at Incorporation)
The names and addresses of the members of the Association at incorporation
are as follows:
Mitsubishi Chemical Corporation
1-1-1 Marunouchi, Chiyoda-ku, Tokyo
Electric Power Development Co., Ltd.
6-15-1 Ginza, Chuo-ku, Tokyo
Mitsubishi Hitachi Power Systems, Ltd.
3-3-1 Minatomirai, Nishi-ku, Yokohama City
Japan Coal Energy Center
3-2-1 Nishi-Shimbashi, Minato-ku, Tokyo
Article 40 (Director, Representative Director and Auditor at Incorporation)The

directors

atincorporation,

theauditor

atincorporation,

andtherepresentative directors at incorporation of the Association are as follows:
Director at Incorporation:

Yoshimitsu Kobayashi

Director at Incorporation (Vice Chairperson): Masayoshi KitamuraDirector at Incorporation:

Masamichi Hashiguchi

Representative director at Incorporation (Chairperson): Yoshimitsu Kobayashi
Representative director at Incorporation (Managing Director): Masamichi
Hashiguchi
Auditor at Incorporation

Taiji Yoshida

Article 41 (Compliance with Laws and Regulations)
All matters not provided in these Articles of Association shall be governed by theGeneral Incorporated Association Act and other laws and regulations.
In order to incorporate Carbon Recycle Fund Institute, Isao Toma, a member of
TOMA Judicial scrivener office, who is the agent for the members at incorporationfor establishing the articles of association, prepares these Articles of Association9

as an electromagnetic record and signs the same electronically.
August 21, 2019
Member at incorporation: Mitsubishi Chemical Corporation
Masayuki Waga, President and Chief Executive Officer
Member at incorporation: Electric Power Development Co., Ltd.
Toshifumi Watanabe, Representative Director President
Member at incorporation: Mitsubishi Hitachi Power Systems, Ltd.
Ken Kawai, Representative Director
Member at incorporation: Japan Coal Frontier Center
Masayoshi Kitamura, Representative Director, Chairperson

Isao Toma, the agent for the above-mentioned members at incorporation forestablishing the articles of incorporation: Isao Toma, member of TOMA Judicial
scrivener office.

Articles 1, 20 and 34 of these Articles of Association were amended on December
6, 2019.
Articles 6, 7, 8, 9, 10, 11, 12, 20, and 29 of these Articles of Association wereamended on December 16, 2021.
Article 22 of these Articles of Association was amended on June 2, 2023.

10