TRANSLATIONARTICLES OF INCORPORATION(Amended as of June 22, 2023)

CHIYODA CORPORATION

TRANSLATIONARTICLES OF INCORPORATION
Chiyoda Corporation(Amended as of June 22, 2023)

CHAPTER I

GENERAL PROVISIONSARTICLE 1 (Trade Name)
The name of the Company shall be, in the Japanese language, "Chiyoda Kako Kensetsu
Kabushiki Kaisha" and in the English language, "Chiyoda Corporation".

ARTICLE 2 (Purpose)
The purpose of the Company shall be to engage in the following businesses:
1. Performance of such services as referred to in paragraphs (1), (2), (3), (4), (5), and (6)in connection with plants and facilities relating to petroleum, gas, petrochemicals,
chemicals, atomic energy, coal, power, iron and steel, non-ferrous metal, water
treatment, agriculture, foodstuffs, biochemicals, pharmaceuticals, medical services,
information, communication, transportation and distribution systems, storage,
renewable energy, space, pollution control, improvement and conservation ofenvironment, and prevention of industrial hazards:(1) To provide overall engineering and consulting services;(2) To design, supervise, and perform civil, architectural, electrical, instrumentation,
piping and other related work for process units and equipment, and installation
thereof;(3) To fabricate, procure, and sell process units and equipment;(4) To provide operation, maintenance and repair services for process units andfacilities;(5) To carry out technological research and development and sale relating to processunits, facilities and manufacturing processes; and(6) To lease process units and facilities and sell process units and facilities on
installment plans;
2. Development of petroleum, natural gas and other mineral resources;
3. Urban development and regional development;
4. Acquisition, development and sale of intellectual property including, but not limited to,patents, expertise, and software;
5. Manufacturing and sale of petroleum, gas, coal, other fuels, products made from thesematerials, chemical products, and metal products;
6. Power generation business and the supply and sale of electric power;
7. Providing data processing, information, and telecommunication services;
8. Acquisition, sale, rental, and management of real estate;9.

Providing agency services with respect to tourism and non-life insurance, labordispatch services, and commissioning and contract of personnel affairs and labor
management, etc.;

10. Investments and financing to businesses pertinent to the foregoing and related
businesses; and
11. Any other businesses incidental and pertinent to the foregoing.

ARTICLE 3 (Location of Head Office)
The Company shall have its head office in Yokohama, Kanagawa, Japan.

ARTICLE 4 (Organization)
The Company shall set up the following institutions in addition to the General Meeting of
Shareholders and Directors.
(1) Board of Directors(2) Audit and Supervisory Committee(3) Accounting auditor

ARTICLE 5 (Method of Public Notices)
Public notices of the Company shall be given on the web site using by internet. In case ofunavoidable circumstances, however, public notices of the Company may be given in the
Nihon Keizai Shimbun.

CHAPTER IISHARESARTICLE 6 (Total Number of Shares and Total Number of Class Shares Authorized to Be
Issued))The total number of shares authorized to be issued by the Company shall be one billion six
hundred seventy-five million (1,675,000,000), and the total number of class shares authorized
to be issued by the Company shall be one billion five hundred million (1,500,000,000) commonshares, and one hundred seventy-five million (175,000,000) Class A Preferred Shares.

ARTICLE 7 (Purchase of Treasury Shares)
The Company may, pursuant to Paragraph 2, Article 165 of the Companies Act, purchase its
own shares through market transactions, etc. by resolution of the Board of Directors.

ARTICLE 8 (Unit of Shares)
The number of the shares shall be one hundred (100) for common shares and one (1) for Class
A Preferred Shares.

ARTICLE 9 (Rights concerning Shares less than One Unit)
The shareholders of the Company shall not be able to exercise any other right concerning sharesless than One Unit they possess than those specified in each item of Paragraph 2, Article 189of the Companies Act. Among the rights specified in the law are the right to demand thepurchase of shares less than One Unit, the right to get distribution of residua1 properties andthe right to have dividends on retained earnings.

ARTICLE 10 (Share Handling Regulations)
The procedures and fees for business relating to shares and execution of the rights ofshareholders shall be governed by the Share Handling Regulations established by the Board of
Directors.

ARTICLE 11 (Manager of Register of Shareholders)
The Company shall have a manager of the register of shareholders.
The manager of the register of shareholders and his/her business offices for the Company shallbe designated by a resolution of the Board of Directors, and the public notice thereof shall begiven.

CHAPTER II-2

CLASS A PREFERRED SHARESARTICLE 11-2 (Dividends from Surplus)(Preferred Dividends)
If the Company is to pay dividends from surplus, it shall pay the dividends in cash toshareholders who hold the Class A Preferred Shares (the “Class A Preferred Shareholders”) or
registered pledgees of the Class A Preferred Shares (the “Registered Class A Preferred Share
Pledgees”) entered or recorded in the final shareholders register as at the record date for such
dividends (the “ Record Date for Dividends”), in preference to shareholders who holdcommon shares (the “Common Shareholders”) and registered pledgees of common shares (the“Registered Common Share Pledgees”) entered or recorded in the final shareholders registeras at the Record Date for Dividends, in the amount provided in Section 2 below for each Class
A Preferred Share (the amount to be paid as such dividend will be hereinafter referred to as the“Class A Preferred Dividend”).
(Amount of Preferred Dividends)
2. The amount of the Class A Preferred Dividend per Class A Preferred Share will be the amountcalculated by using the following formula on a daily prorated basis assuming a year to be 365
days (or 366 days, if the business year contains a leap day) for the actual number of days elapsedin the period from and including the first day of the business year (or the payment date, if theRecord Date for Dividends belongs to a business year ending on the last day of March 2020)
up to and including the Record Date for Dividends. If, however, dividends from surplus arepaid to the Class A Shareholders or the Registered Class A Preferred Share Pledgees using arecord date prior to the Record Date for Dividends during a business year to which the Record
Date for Dividends belongs, the amount to be paid as the Class A Preferred Dividend for eachClass A Preferred Share will be reduced by the total amount of the Class A Preferred Dividendsper Class A Preferred Share paid at each of such dividends (The Class A Preferred Dividend
will be calculated to two (2) decimal places and then rounded off to one (1) decimal place).
<Formula>Class A Preferred Dividend = JPY400 × 3.0%
(Accumulation Clause)
3. If the total amount of dividends from surplus per share paid to the Class A Preferred
Shareholders or the Registered Class A Preferred Share Pledgees in any particular businessyear does not reach the amount of the Class A Preferred Dividend that would be paid if the last
day of such business year were the only record date, the amount of such shortfall will be
accumulated to the subsequent business years, and the accumulated shortfall amount (the“Class A Accumulated and Unpaid Dividends”) will be paid as dividend in the said subsequentbusiness years to the Class A Preferred Shareholders or the Registered Class A Preferred Share
Pledgees in preference to the payment of the Class A Preferred Dividend and the dividends
from surplus to the Common Shareholders and the Registered Common Share Pledgees.
(Non-participation Clause)
4. No dividends from surplus in excess of the Class A Preferred Dividend will be paid to the Class
A Preferred Shareholders or the Registered Class A Preferred Share Pledgees.

ARTICLE 11-3 (Distribution of Residual Assets)(Preferred Distribution)
If the Company is to distribute residual assets, it shall distribute to the Class A Preferred
Shareholders or the Registered Class A Preferred Share Pledgees, in preference to the Common
Shareholders and the Registered Common Share Pledgees, the amount in cash for each Class
A Preferred Share calculated by adding the amount equivalent to the Class A Accumulated andUnpaid Dividends and the Amount Equivalent to the Class A Accrued and Unpaid Dividends
to JPY 400.
“Amount Equivalent to the Class A Accrued and Unpaid Dividends” is the amount of thepreferred dividends obtained, assuming the residual asset distribution date to be the Record
Date for Dividends, by applying the number of days elapsed in the period from and including
the first day of the business year (or the payment date, if the residual asset distribution datebelongs to a business year ending on the last day of March 2020) up to and including theresidual asset distribution date to the formula set forth in ARTICLE 11-2, Section 2 above.
(Non-participation Clause)
2. No distribution of residual assets in excess of the amount provided in Section 1 above will bemade to the Class A Preferred Shareholders or the Registered Class A Preferred Share Pledgees.

ARTICLE 11-4 (Voting Rights)
Class A Preferred Shareholders do not have voting rights at general meetings of shareholders.

ARTICLE 11-5 (Put Option the Consideration for which is Cash (Redemption Request))(Details of Redemption Request)
Each Class A Preferred Shareholder is entitled to request the Company at any time on or after
July 1, 2021 to acquire all or part of the Class A Preferred Shares held by such Class A

Preferred Shareholder in consideration for cash (the “Redemption Request”). In such case, on
the date when such Redemption Request takes effect, the Company shall deliver to therequesting Class A Preferred Shareholder, in exchange for the acquisition by the Company ofone (1) Class A Preferred Share, cash consideration in the amount set forth in Section 2 below
not exceeding the Distributable Amount within the meaning of Article 461, Paragraph 2 of theCompanies Act as of the date of such Redemption Request (the “Redemption Request Date”)
to the extent permissible under laws and regulations. If a Redemption Request is made in excessof the Distributable Amount as of the Redemption Request Date, the Class A Preferred Shares
to be acquired will be determined in proportion to the number of the Class A Preferred Sharesfor which the Redemption Request is made.
(Redemption Price)
2. The redemption price per share of the Class A Preferred Shares will be the higher of (a) or (b)below:(a) The amount calculated by multiplying the amount equivalent to the average of the volume
weighted average prices (the “VWAPs”) in regular trade of the Company’s common sharesannounced by the Tokyo Stock Exchange, Inc. (the “TSE”) for thirty (30) consecutive
Trading Days counting from the forty-fifth (45th) Trading Day prior to the Redemption
Request Date (The price will be calculated to two (2) decimal places and then rounded off
to one (1) decimal place. If, during the abovementioned period, any of the events provided
in ARTICLE 11-7, Section 3 occurs, the average of the VWAPs mentioned above will be
adjusted to a value that the Company deems appropriate in accordance with ARTICLE 117, Section 3 by the Base Number of Shares defined below. For the purpose of this (a), “Base
Number of Shares” means the value calculated by first adding the amount equivalent to theClass A Accumulated and Unpaid Dividends and the Amount Equivalent to the Class A
Accrued and Unpaid Dividends to JPY 400 and then dividing the sum by the conversion
price calculated in accordance with ARTICLE 11-7, Sections 2 and 3.
“Trading Day” means the day on which regular trade in the Company’s common shares isconducted on the TSE, excluding the days on which no VWAP is announced by the TSE(the same applies hereafter).
(b) The amount calculated by adding the amount equivalent to the Class A Accumulated andUnpaid Dividends and the Amount Equivalent to the Class A Accrued and Unpaid
Dividends to JPY 400.
In this Section, the Amount Equivalent to the Class A Accrued and Unpaid Dividends is
calculated by replacing the term “residual asset distribution date” in the calculation of theAmount Equivalent to the Class A Accrued and Unpaid Dividends provided in ARTICLE
11-3, Section 1 with the term Redemption Request Date.
(The Place at which Redemption Requests are Accepted)
3. Stock Transfer Agency Department of Mitsubishi UFJ Trust and Banking Corporation(Effectuation of Redemption Requests)
4. A Redemption Request takes effect when the document necessary for the Redemption Request
reaches the place at which Redemption Requests are accepted set out in Section 3 above or on
the desired date indicated on that document, whichever is later.

ARTICLE 11-6 (Call Option the Consideration for which is Cash (Mandatory Redemption))(Details of Mandatory Redemption)
Regardless of the intention of the Class A Preferred Shareholders or the Registered Class A
Preferred Share Pledgees, the Company may, on or after July 1, 2021 upon the occurrence ofthe date separately determined by the Board of Directors of the Company (the “Mandatory
Redemption Date”), deliver to the Class A Preferred Shareholders or the Registered Class A
Preferred Share Pledgees, in exchange for the acquisition by the Company of all or part of theClass A Preferred Shares, cash consideration in the amount set forth in Section 2 below notexceeding the Distributable Amount within the meaning of Article 461, Paragraph 2 of theCompanies Act as of the Mandatory Redemption Date of the Class A Preferred Shares after
giving notice to such Class A Preferred Shareholders or the Registered Class A Preferred Share
Pledgees no later than two (2) weeks prior to the Mandatory Redemption Date. When acquiring
part of the Class A Preferred Shares, the Class A Preferred Shares to be acquired will be
determined in proportion to the number of the Class A Preferred Shares to be acquired.
(Mandatory Redemption Price)
2. The mandatory redemption price per share of the Class A Preferred Shares will be the higherof (a) or (b) below:(a) The amount calculated by multiplying the amount equivalent to the average of the VWAPs
for thirty (30) consecutive Trading Days counting from the forty-fifth (45th) Trading Day
prior to the Mandatory Redemption Date (The price will be calculated to two (2) decimal
places and then rounded off to one (1) decimal place. If, during the abovementioned period,
any of the events provided in ARTICLE 11-7, Section 3 occurs, the average of the VWAPs
mentioned above will be adjusted to a value that the Company deems appropriate inaccordance with ARTICLE 11-7, Section 3 by the Base Number of Shares defined below.
For the purpose of this (a), “Base Number of Shares” means the value calculated by firstadding the amount equivalent to the Class A Accumulated and Unpaid Dividends and theAmount Equivalent to the Class A Accrued and Unpaid Dividends to JPY 400 and thendividing the sum by the conversion price calculated in accordance with ARTICLE 11-7,
Sections 2 and 3.
(b) The amount calculated by adding the amount equivalent to the Class A Accumulated andUnpaid Dividends and the Amount Equivalent to the Class A Accrued and Unpaid
Dividends to JPY 400.
In this Section, the Amount Equivalent to the Class A Accrued and Unpaid Dividends is
calculated by replacing the term “residual asset distribution date” in the calculation of theAmount Equivalent to the Class A Accrued and Unpaid Dividends provided in ARTICLE
11-3, Section 1 with the term “Mandatory Redemption Date.”

ARTICLE 11-7 (Put Option the Consideration for which is Common Shares (Conversion
Request))(Details of Conversion Request)
Each Class A Preferred Shareholder is entitled to request the Company at any time on or after
July 1, 2019 to acquire all or part of the Class A Preferred Shares held by such Class A
Preferred Shareholder in exchange for the delivery of common shares in such number as
provided in Section 4 below (the “Conversion Request”), and the Company shall deliver thecommon shares in such number as provided in Section 4 to the extent permissible under laws
and regulations in exchange for the acquisition by the Company of the Class A Preferred Sharesfor which the Conversion Request is made. However, for making a Conversion Request, theClass A Preferred Shareholders must have duly and effectively completed all necessary
procedures under domestic and foreign competition laws for acquiring common shares before
making a Conversion Request (as regards procedures that require a waiting period, such
waiting period has to have expired as well). The date on which the Conversion Request takes
effect pursuant to Section 6 below will be hereinafter referred to as the “Conversion Request
Effective Date.
(Initial Conversion Price)
2. The initial conversion price is JPY 100.
(Adjustment of Conversion Price)3.
(a) If any of the following events occurs, the conversion price will be adjusted as set out below:(i) If the common shares of the Company are subject to a share split or gratis allotment ofshares, the conversion price will be adjusted in accordance with the formula set out below.
In the case of a gratis allotment of shares, the terms “number of issued common shares
before split” and “number of issued common shares after split” in the following formula
are deemed to be replaced with “number of issued common shares before gratis allotment(excluding common shares held by the Company at that time)” and “number of issued
common shares after gratis allotment (excluding common shares held by the Company atthat time),” respectively.
Number of issued common shares
before split
Conversion price
Conversion price=×
after adjustment
before adjustment
Number of issued common shares
after split
The conversion price after adjustment will apply from the day following the record date
for the share split or the day on which the gratis allotment takes effect (or, if a record date
for the gratis allotment is determined, from the day following such record date).
(ii) If the common shares of the Company are subject to a share consolidation, the conversion
price will be adjusted in accordance with the following formula:

Conversion priceafter adjustment=

Conversion pricebefore adjustment

×

Number of issued common shares
before consolidation
Number of issued common shares
after consolidation

The conversion price after adjustment will apply from day on which the shareconsolidation takes effect.
(iii) If the Company issues common shares, or disposes of common shares held by theCompany, at a paid-in amount below the market price per common share provided in (d)below (excluding the case of a gratis allotment, the case of an acquisition of shares orstock acquisition rights (shinkabu yoyakuken) (including those attached to bonds withstock acquisition rights; hereinafter the same in this Section) in exchange for delivery ofcommon shares, the case of an exercise of stock acquisition rights to acquire commonshares or the case of a delivery of common shares by amalgamation, stock swap orcompany split), the conversion price will be adjusted in accordance with formula set out
below (the “Conversion Price Adjustment Formula”). If any property other than moneyis the subject of contribution, “Amount to be paid in per share” in the Conversion Price
Adjustment Formula will be the fair value of such property. The conversion price afteradjustment will apply from the day following the payment date (or following the last dayof a payment period if such payment period is determined) or, if a record date for the
allotment of shares to shareholders is determined, from the day following such record
date (the “Shareholder Allotment Date”). If the Company disposes of common shares
held by it, the terms “number of newly issued shares” and “number of treasury shares” inthe following formula are deemed to be replaced with “number of shares disposed of”
and “number of treasury shares before disposal," respectively.
Conversion
price
after
adjustment=

Conversion
price
beforeadjustment

×(Number of issued
Number ofAmount tocommon shares
newly
be paid in×＋ issued shares
per share－Number ofMarket pricetreasury shares)(Number of issued shares - Number oftreasury shares)＋Number of newly issued share(iv) If the Company issues or disposes of shares that entitle their holders to receive deliveryof common shares at a conversion price per common share below the market price percommon share provided in (d) below by causing the Company to acquire such shares orbeing acquired by the Company (this includes the case of a gratis allotment of shares),then, as of the payment date for such shares (or on the last day of a payment period ifsuch payment period is determined; hereinafter the same in this (iv)), as of the day on
which a gratis allotment of shares takes effect, if applicable (or, if a record date for thegratis allotment of shares is determined, such record date; hereinafter the same in this(iv)), or as of the Shareholder Allotment Date, if there is such date, all of the shares to beissued or disposed of will be deemed to have been acquired by the Company and relevant
common shares will be deemed to have been delivered on the initial terms, and theamount to be calculated as the “amount to be paid in per share” in the Conversion Price
Adjustment Formula using that amount will be the conversion price after adjustment. The
conversion price after adjustment will apply from the day following the payment date, orin the case of a gratis allotment of shares, from the day following the day on which suchallotment takes effect, or if there is a Shareholder Allotment Date, from the day followingthat date. Notwithstanding the foregoing, if the consideration for the common shares tobe delivered upon acquisition has not been determined as at the point in time mentioned
above, the conversion price after adjustment will be calculated assuming that all shares
to be issued or disposed of at the time of determination of such consideration have beenacquired and relevant common shares have been delivered on the terms as at the point intime when the consideration is determined, and this will apply from the day following the
day on which such consideration is determined.
(v) If the Company issues stock acquisition rights that, by being exercised or being acquiredby the Company, entitle their holders to receive delivery of common shares at a pricewhereby the aggregate of the amount to be paid in for the stock acquisition rights percommon share and the property to be contributed on exercise of the stock acquisitionrights (if any property other than money is the subject of contribution, the fair value ofsuch property; hereinafter the same in this (v)) falls below the market price per commonshare provided in (d) below (this includes the case of a gratis allotment of stockacquisition rights), then, as of the date of allotment of such stock acquisition rights, as ofthe day on which a gratis allotment of stock acquisition rights takes effect, if applicable(or, if a record date for the gratis allotment of stock acquisition rights is determined, suchrecord date; hereinafter the same in this (v)), or as of the Shareholder Allotment Date, if
there is such date, all of the stock acquisition rights to be issued will be deemed to havebeen exercised or acquired and relevant common shares will be deemed to have beendelivered on the initial terms, and the amount to be calculated as the “amount to be paid

in per share” in the Conversion Price Adjustment Formula using the aggregate of theamount to be paid in for the stock acquisition rights per common share and the property
to be contributed on exercise of the stock acquisition rights per common share will be theconversion price after adjustment. The conversion price after adjustment will apply fromthe day following the allotment date of such stock acquisition rights, or in the case of a
gratis allotment of stock acquisition rights, from the day following the day on which suchallotment takes effect, or if there is a Shareholder Allotment Date, from the day followingthat date. Notwithstanding the foregoing, if the consideration for the common shares tobe issued upon acquisition or exercise has not been determined as at the point in time
mentioned above, the conversion price after adjustment will be calculated assuming thatall stock acquisition rights to be issued at the time of determination of such consideration
have been exercised or acquired and relevant common shares have been delivered on theterms as at the point in time when the consideration is determined, and this will apply
from the day following the day on which such consideration is determined.
(b) In addition to the events provided in (a) above, if any of the events provided in (i) through(iii) below occurs, the Company will adjust the conversion price in an appropriate manner
after giving prior written notice to the Class A Preferred Shareholders and the Registered
Class A Preferred Share Pledgees to that effect and also stating the reasons for suchadjustment, the conversion price after adjustment, the day on which such adjusted
conversion price becomes effective and any other necessary matters:(i) If it is necessary to adjust the conversion price because of: a merger; share exchange;acquisition of all issued shares of other joint-stock company through share exchange;
share transfer; absorption-type split; succession to all or part of the rights and obligations
held by other company in relation to its own business through absorption-type split; orincorporation-type split;(ii) If two or more events necessitating an adjustment to the conversion price occur
consecutively, and in calculating the adjusted conversion price due to one of such events,
it is necessary to consider the effect of the other event on the market price that ought tobe used in that calculation; or(iii) If the adjustment of the conversion price is otherwise necessary due to the occurrenceof any event that changes or may change the number of issued common shares (excluding
the number of common shares held by the Company).
(c) Any calculation necessary in adjusting the conversion price will be made to two (2) decimal
places and then rounded off to one (1) decimal place.
(d) The market price per common share to be used in the Conversion Price Adjustment Formulais the average of the VWAPs for thirty (30) consecutive Trading Days counting from theforty-fifth (45th) Trading Day prior to the day to which the adjusted conversion price isapplied.
(e) If, as a result of a calculation made in adjusting the conversion price, the difference between
the adjusted conversion price and the pre-adjustment conversion price is less than 0.1 yen,no adjustment will be made to the conversion price. However, any adjustment determined
to be unnecessary in this (e) will be carried forward to be considered for the calculation of
the subsequent adjustments.

(Number of Common Shares to be Delivered in Exchange for Acquisition)
4.
Number ofcommonshares to bedelivered in
exchange forthe acquisition＝

Number of Class A
Preferred Sharessubject toConversion Request

×(400 yen ＋ Amount equivalent to theClass A Accumulated and Unpaid Dividends＋Amount Equivalent to the Class A Accruedand Unpaid Dividends)

Conversion priceIn this Section, the Amount Equivalent to the Class A Accrued and Unpaid Dividends is
calculated by replacing the term “residual asset distribution date” in the calculation of theAmount Equivalent to the Class A Accrued and Unpaid Dividends provided in ARTICLE 113, Section 1 with the term “Conversion Request Effective Date.”(Place at which Conversion Requests are Accepted)
5. Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation(Effectuation of Conversion Requests)
6. A Conversion Request takes effect when the document necessary for the Conversion Request
reaches the place at which Conversion Requests are accepted set out in Section 5 above or on
the desired date indicated on that document, whichever is later.

ARTICLE 11-8 (Restrictions on Transfer)Any acquisition of the Class A Preferred Shares by transfer will be subject to the approval of
the Company’s Board of Directors.

ARTICLE 11-9 (Share Consolidation or Split and Gratis Allotment of Shares)
Except as otherwise provided by laws and regulations, the Company will not implement shareconsolidation or split in relation to the Class A Preferred Shares. The Company will not grantto the Class A Preferred Shareholders any right to receive the allotment of shares offered forsubscription or stock acquisition rights offered for subscription, nor will it implement a gratis
allotment of shares or gratis allotment of stock acquisition rights to the Class A Preferred
Shareholders.

CHAPTER III

GENERAL MEETINGS OF SHAREHOLDERS

ARTICLE 12 (Convocation and Chairperson of General Meetings of Shareholders)
An Annual General Meeting of Shareholders shall be convened in June each year; and an
Extraordinary General Meeting of Shareholders shall be convened from time to time whenevernecessary.
A General Meeting of Shareholders shall be presided by Representative Director of the Company
who shall be selected from the Representative Director by Board of Directors.
In case, however, the Representative Director of chairpersonship is prevented from so doing, oneof the directors in accordance with the precedence as determined by the Board of Directors shall be
the chairperson.

ARTICLE 13 (Venue)
A General Meeting of Shareholders of the Company shall be held in Yokohama; provided,
however, that the above shall not apply if the General Meeting of Shareholders is convened as
the one without a designated location pursuant to the following Paragraph.
The Company may convene the General Meeting of Shareholders of the Company as the one
without a designated location.

ARTICLE 14 (Base Day of Ordinary General Meeting of Shareholders)
The base day of the Ordinary General Meeting of Shareholders of the Company is March 31 eachyear.

ARTICLE 15 (System of Electronic Provision of Materials)
In convening a General Meeting of Shareholders, the Company shall adopt the system of Electronic
Provision of Materials with respect to the information that constitutes the reference documents, etc.
for the General Meeting of Shareholders.
With respect to all or some of the items that are covered by the system of Electronic Provision ofMaterials and are prescribed by the applicable Order of the Ministry of Justice, the Company may
elect not to provide such items in the documents to be issued to the shareholders who requested theissue of documents no later than the base day of Ordinary General Meeting of Shareholders.

ARTICLE 16 (Resolution)
All resolutions of the General Meetings of Shareholders shall be adopted by a majority vote of theshareholders present who can exercise voting rights unless otherwise provided for by law or by this
Articles of Incorporation.
The resolution pursuant to the provisions of Paragraph 2, Article 309 of the Companies Act, orotherwise provided for the other article of the Companies Act and for law in which this way of theresolution to be referred, shall be adopted by a vote of two-thirds (2/3) or more of the shareholders
present at the General Meetings of Shareholders where shareholders holding an aggregate of onethird (1/3) or more of voting rights possessed by shareholders who can exercise voting rights arepresent.

ARTICLE 17 (Exercise of Voting Right by Proxy)
A shareholder or his/her legal representative may exercise his/her voting right at the General
Meeting of Shareholders by appointing one shareholder present to be his/her proxy, provided
in the care of foregoing, that his/her proxy shall file with the Company a document evidencing
his/her authority at each General Meeting of Shareholders.

ARTICLE 17-2 (General Meeting of Class Shareholders)
The provisions of ARTICLEs 12 to 17 hereof shall apply mutatis mutandis to the General
Meeting of Class Shareholders.

CHAPTER IV DIRECTORS, BOARD OF DIRECTORSAND EXECUTIVE OFFICERSARTICLE 18 (Number of Directors)
The directors of the Company (excluding Audit and Supervisory Committee members) shallnot be more than twelve (12) in number, and the Directors, Audit and Supervisory Committeeof the Company shall not be more than five (5) in number.

ARTICLE 19 (Election of Director)
The directors shall be elected at a General Meeting of Shareholders.
However, Directors, Audit and Supervisory Committee shall be elected separately from other
Directors.
The resolution for the election of directors shall require the presence of shareholders holding
one-third (1/3) or more of the voting rights of shareholders who can exercise voting rights.
Such resolution shall not be conducted by the method of cumulative voting.

ARTICLE 20 (Term of Office of Directors)
The term of office of a director (excluding Audit and Supervisory Committee members) shall
expire at the conclusion of the Annual General Meeting of Shareholders convened inconnection with the last business year that ends within one (1) year from his/her election.
The term of office of a Director, Audit and Supervisory Committee shall expire at theconclusion of the Annual General Meeting of Shareholders convened in connection with thelast business year that ends within two (2) years from his/her election.
The term of office of a Director, Audit and Supervisory Committee elected as a substitute fora Director, Audit and Supervisory Committee that retired before the expiration of his/her termof office shall expire on the expiration of the term of office of the said retired Director.
The resolution to appoint a Substitute for Director who is an Audit and Supervisory Committee
Member shall be in effect until the beginning of the Annual General Meeting of Shareholders
convened in connection with the last business year that ends within two (2) years from his/herelection.

ARTICLE 21 (Representative Directors and Administrative Directors)
The Board of Directors shall appoint Representative Director(s) from among Directors(excluding Audit and Supervisory Committee members) by its resolution.
Each of Representative Directors shall represent the Company severally and shall administer
the affairs of the Company in accordance with the resolutions of the Board of Directors.
The Board of Directors may appoint a Chairman from among Directors (excluding Audit andSupervisory Committee members) by its resolution.

ARTICLE 22 (Administration of Affairs of the Company)
The Board of Directors shall make decisions with respect to the administration of importantaffairs of the Company in addition to the matters prescribed by law or by this Articles ofIncorporation.

ARTICLE 23 (Convocation of Meeting of the Board of Directors)
The meeting of the Board of Directors shall be convened by the Chairman of the Board of
Directors who shall preside at the meeting. In case, however, the office of the Chairman of
the Board of Directors is vacant or the Chairman of the Board of Directors is prevented fromso doing, then one of the directors in accordance with the order of precedence determined by
the Board of Directors shall act in his/her place.
Notice of convening a meeting of the Board of Directors shall be sent to each director at least
two (2) days before the date set for such a meeting. Such period may, however, be shortenedin case of urgency.

ARTICLE 24 (Omission of Resolution of the Board of Directors)
The Company shall, in case a Director presents a proposal regarding a matter subject toresolution by the Board of Directors and all Directors indicate their will of agreement with theproposal in writing or by electronic means, presume that a resolution by the Board of Directors
to approve the proposal has been reached.

ARTICLE 25 (Regulations for the Board of Directors)
Particulars relating to the Board of directors, except the matters prescribed in this Articles ofIncorporation, shall be governed by the Regulations for the Board of Directors adopted by the
Board of Directors.

ARTICLE 26 (Delegation of Decisions on Execution of Important Operations)Pursuant to the provisions of Paragraph 6, Item 13, Article 399 of the Companies Act, theCompany may delegate to Directors all or part of decisions on the execution of important
operations (excluding matters stipulated in the items in paragraph 5 of the said Article) by the
resolution of the Board of Directors.

ARTICLE 27 (Executive Officers)
The Board of Directors may, by its resolution, appoint Executive Officers and have them sharethe execution of operations of the Company.
The Board of Directors may, by its resolution, elect the President, the Corporate Executive
Deputy President, the Corporate Senior Vice President and the Senior Executive Officer
among Executive Officers.

ARTICLE 28 (Remuneration for Directors)
The remuneration and other property benefits received by Directors from the Company ascompensation for the performance of their duties (hereinafter referred to as “Remuneration”)
shall be decided by the resolution at the General Meeting of Shareholders. However, theRemuneration for Directors, Audit and Supervisory Committee shall be decided separatelyfrom the Remuneration for other Directors at the resolution of a General Meeting of
Shareholders.

ARTICLE 29 (Exemption from Liability of Directors, etc.)
The Company may exempt Directors (including former Directors) from their liabilities to theextent provided for by law, by a resolution of the Board of Directors (refers to a resolution
pursuant to Paragraph 1, Article 426 of the Companies Act).
The Company may conclude a contract with Director (excluding Directors who are Executive
Directors, etc) limiting his or her liabilities to the amount provided for by law (refers to acontract pursuant to Paragraph 1, Article 427 of the Companies Act).

CHAPTER V

AUDIT AND SUPERVISORY COMMITTEEARTICLE 30 (Convocation of Meeting of the Audit and Supervisory Committee)
The convocation of the Audit and Supervisory Committee shall be notified to each Audit andSupervisory Committee member at least two (2) days before the date set for such a meeting.
Such period may, however, be shortened in case of urgency.

ARTICLE 31 (Full-Time Audit and Supervisory Committee Members)
The Audit and Supervisory Committee may elect full-time Audit and Supervisory Committee
member(s) from among Audit and Supervisory Committee members by its resolution.

ARTICLE 32 (Regulations for the Audit and Supervisory Committee)
Particulars relating to the Audit and Supervisory Committee, except the matters prescribed inthis Articles of Incorporation, shall be governed by the Regulations for the Audit andSupervisory Committee adopted by the Audit and Supervisory Committee.

CHAPTER VI

ACCOUNTSARTICLE 33 (Business Term and Closing of Accounts)
The business term of the Company shall begin on April 1 of each year and end on March 31 of
the following year. Accounts of the Company shall be closed at the end of each business term.

ARTICLE 34 (Base Day for Payment of Dividends on Retained Earnings)
The base day for the year-end dividend payment shall be March 31 each year.

ARTICLE 35 (Time Limitation for Payment)
If dividend assets is in cash and the dividends remain unclaimed for full three (3) years fromthe beginning date of payment, the Company shall be relieved of liability for their payment.

Supplementary Provisions(Transitional Measures concerning Exemption from Liability of Audit & Supervisory Board
Members)
1. With respect to exemption from liability by the resolution of the Board of Directors, stipulated
in Paragraph 1, Article 423 of the Companies Act, for the damages arising from the acts of
Audit & Supervisory Board Members (including former Audit & Supervisory Board Members)committed prior to the conclusion of the FY2015 Ordinary General Meeting of Shareholders
to be held in June 2016, the provisions then in force shall remain applicable.

2. With respect to contracts for limitation of liability, stipulated in Paragraph 1, Article 423 of theCompanies Act, for the damages arising from the acts of Audit & Supervisory Board Members(including former Audit & Supervisory Board Members) committed prior to the conclusion of
the FY2015 Ordinary General Meeting of Shareholders to be held in June 2016, the provisions
then in force shall remain applicable.