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Articles of Incorporation

MARUI CO., LTDファイル名:en_articles

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Contents
Chapter 1. General Provisions

Chapter 2. Shares

Chapter 3. General Meetings of Shareholders

Chapter 4. Directors and Board of Directors

Chapter 5. Audit & Supervisory Board Members and Audit & Supervisory Board

Chapter 6. Accounts

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Chapter 1. General Provisions
Article 1. Name
The name of the Company shall be MARUI CO., LTD.

Article 2. Exercise of Corporate Philosophy
Through the exercise of its corporate philosophy of “continue evolving to better aid
our customers” and “equate the development of our people with the development ofour company,” MARUI GROUP strives to fulfill its mission of contributing to thecreation of a flourishing and inclusive society that offers happiness to all.
By merging finance and retailing, the Company aspires to provide
economic enrichment as well as emotional enrichment in the form of happiness andto create a society in which everyone is able to obtain this happiness.
However, this important mission cannot be carried out by the Companyalone. Accordingly, an approach toward fulfilling this mission has been adopted
entailing co-creation with customers, investors, communities and society, business
partners, and future generations.
By engaging in such co-creation management with stakeholders, MARUIGROUP works to create harmony between the interests and happiness of all of its
stakeholders while generating earnings and contributing to the resolution of social
issues through its business.

Article 3. Purpose
1. The purpose of the Company shall be to hold shares of stock in companies that engage
in the following business activities in order to control and manage the businessactivities of said companies.
(1) Operation of general retail outlets and manufacturing, processing, and wholesaleof products to be sold at said outlets(2) Sales of food, beverage, and alcohol products and operation of restaurants(3) Trading of secondhand goods and sale of exclusive goods and measuring
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更新日時:2023/06/19 15:29:00 印刷日時:23/06/19 15:29(4) Sale of pharmaceuticals, medical devices, cosmetics, and industrial chemicals(5) Contract production and rental of furniture, decorative items, and interiorequipment(6) Proxy of internal and external transactions and import and export of goods(7) Real estate transactions, leasing, brokerage, and appraisal and construction(8) Money lending and guarantee of lending instruments and loans(9) Operation of travel agencies, promotions, leisure facilities, and parking lots(10) Non-life insurance brokerage, life insurance policyholder recruitment, andsmall-amount, short-term insurance provision(11) Installment sales, credit sales agency, rent guarantee, installment sales claim
purchase, money collection, and credit check and calculation agency operations(12) Financial instrument transactions and brokerage and other finance-related
services(13) Barbering, beauty, and cleaning operations(14) Rental and leasing of office equipment, electrical equipment, furniture,clothing, personal accessories, sporting goods, and automobiles(15) Real estate management, operation, security, and cleaning(16) Freight vehicle transportation, automobile transportation transactions,
automotive maintenance, automotive dealerships, and industrial waste collection
and transportation(17) Promotion and advertisement(18) Development, operation, sales, rental, and leasing of computer equipment andinformation processing system software(19) Labor dispatch(20) Undertakings that are incidental to or related to those mentioned in thepreceding items
2. The Company may engage in the aforementioned business activities as well as inundertakings that are incidental to or related to these activities.

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Article 4. Location of Head Office
The head office of the Company shall be located in Nakano-ku, Tokyo, Japan.

Article 5. Organizational Bodies
The Company shall establish the following organizational bodies in addition toarranging the general meeting of shareholders and appointing directors.
(1) Board of Directors(2) Audit & Supervisory Board members(3) Audit & Supervisory Board(4) Accounting auditor

Article 6. Method of Public Notice
The method of public notice of the Company shall be electronic public notices,
provided, however, that if the Company is unable to issue an electronic public noticebecause of an accident or any other unavoidable reason, public notices of theCompany may be issued through The Nikkei daily newspaper.

Chapter 2. Shares

Article 7. Total Number of Authorized Shares
The total number of authorized shares of the Company shall be 1,400,000,000.

Article 8. Acquisition of Treasury Stock
The Company may acquire shares of its own stock through market transactions basedon resolutions by the Board of Directors pursuant to the provisions of Article 165,
Paragraph 2 of the Companies Act of Japan.

Article 9. Trading Unit
The trading unit of the Company shall be 100 shares.

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Article 10. Rights regarding Shares Constituting Less Than One Trading Unit
Shareholders of the Company may not exercise rights other than the following withrespect to their holdings of shares constituting less than one trading unit:(1) The rights listed in the items of Article 189, Paragraph 2 of the Companies Actof Japan(2) The right to issue a request pursuant to Article 166, Paragraph 1 of theCompanies Act of Japan(3) The right to receive an allotment of shares for subscription and an allotment ofstock acquisition rights for subscription in accordance with the number of sharesheld(4) The right to make requests provided in Article 11

Article 11. Requests for Additional Purchase of Shares Constituting Less Than One
Trading Unit
As stipulated in share handling regulations, a shareholder of the Company may
request that the Company sell to them the number of shares needed to make theirshares constituting less than one trading unit into a trading unit.

Article 12. Shareholder Registrar
1. The Company shall appoint a shareholder registrar. The preparation and custody of
the register of shareholders and the original register of stock option rights of theCompany and other business pertaining to the register of shareholders and theoriginal register of stock option rights shall be entrusted to the shareholder registrar
and not handled by the Company.
2. The shareholder registrar and its business office shall be determined by resolution of
the Board of Directors, and public notice thereof shall be made.

Article 13. Share Handling Regulations
The handling of shares of the Company, processes related to the exercise of voting―4―更新日時:2023/06/19 15:29:00 印刷日時:23/06/19 15:29

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rights by shareholders, and the associated handling fees shall be governed by, inaddition to law and these articles of incorporation, the share handling regulations
adopted by the Board of Directors of the Company.

Article 14. Record Date
1. The Company shall deem shareholders appearing or recorded on the register ofshareholders at the close of March 31 of each year as the shareholders entitled toexercise voting rights at the ordinary general meeting of shareholders to be held forthe fiscal year ending on that date.
2. In addition to the provisions in the item above, when necessary, the Company may,by resolution of the Board of Directors and upon issuing public notice, deem
shareholders or registered pledgees of shares appearing or recorded on the registerof shareholders at the close of a given date as shareholders or registered pledgees ofshares entitled to exercise voting rights.

Chapter 3. General Meetings of Shareholders

Article 15. Convocation
1. The ordinary general meeting of shareholders of the Company shall be convened
within three months of the conclusion of each fiscal year and the extraordinary
general meeting of shareholders shall be convened when necessary.
2. The general meeting of shareholders shall be convened by the president of theCompany based on resolution by the Board of Directors of the Company, unlessotherwise prescribed by law. Should the president be unable to perform these duties
due to accident or other reason, a director shall be selected based on the order
determined by the Board of Directors to convene the general meeting of shareholders.

Article 16. Chairperson of the General Meeting of Shareholders
The president of the Company shall be the chairperson of the general meeting ofshareholders. Should the president be unable to perform these duties due to accident―5―ファイル名:en_articles

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or other reason, a director shall be selected based on the order determined by theBoard of Directors to be the chairperson of the general meeting of shareholders.

Article 17. Electronic Information Provision Methods, etc.
1. When convening the general meeting of shareholders, the Company shall employ
electronic methods to provide information that constitutes the contents of reference
documents related to the general meeting of shareholders.
2. Among matters for which electronic information provision methods will be employed,
the Company may exclude all or part of the matters as set forth in the ordinances ofthe Ministry of Justice from written documents to be delivered to shareholders that
submit to the Company a request for the delivery of written documents by the record
date for voting rights.

Article 18. Exercise of Voting Rights by Proxy
A shareholder may entrust their voting rights in the Company to another shareholder
entitled to exercise voting rights. In such case, the shareholder or their proxy mustfile a written document evidencing the authority of proxy with the Company at eachgeneral meeting of shareholders to which this applies.

Article 19. Method of Adopting Resolutions
1. Unless otherwise prescribed by law or by these articles of incorporation, resolutionsof general meetings of shareholders shall be adopted by a majority of votes held by
the attending shareholders entitled to exercise voting rights.
2. Resolutions by general meetings of shareholders provided for in Article 309,
Paragraph 2 of the Companies Act of Japan shall require the attendance ofshareholders holding no less than one-third of the voting rights of shareholders
entitled to exercise voting rights and shall be made by a majority of two-thirds ormore of votes.

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Chapter 4. Directors and Board of Directors

Article 20. Number of Directors
The Company shall have no more than fifteen (15) directors.

Article 21. Appointment of Directors
1. Directors shall be appointed by general meetings of shareholders.
2. Resolutions to appoint directors shall require the attendance of shareholders holding
no less than one-third of the voting rights of shareholders entitled to exercise voting
rights and shall require a majority of votes. With respect to resolutions for theappointment of directors, no cumulative voting shall be used.

Article 22. Terms of Directors
The term of office of a director shall expire at the conclusion of the ordinary general
meeting of shareholders held with respect to the last business year ending within one
year after their appointment.

Article 23. Representative Directors and Titled Directors
1. The Board of Directors shall resolve to appoint representative directors. Moreover,the Board of Directors may appoint from among the directors one chairman anddirector, one president and director, and one or more of executive vice presidents,
senior managing directors, and managing directors.
2. Representative directors shall perform their duties as representatives of the Company.

Article 24. Board of Directors
1. Notices of convocation of meetings of the Board of Directors shall be issued todirectors and Audit & Supervisory Board members at least three days in advance ofthe scheduled meeting. However, shorter notice may be provided in cases requiringurgency.
2. A resolution of the Board of Directors will be deemed to have been made when the―7―

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conditions described in Article 370 of the Companies Act of Japan are met.
3. Regulations pertaining to the Board of Directors shall be established via resolution
by the Board of Directors.

Article 25. Compensation of Directors
Compensation, bonuses, and other financial benefits provided to directors inexchange for the performance of their duties shall be decided via resolution at general
meetings of shareholders.

Article 26. Liability Limitation Agreements with External Directors
As stipulated in Article 427, Paragraph 1 of the Companies Act of Japan, theCompany may enter into liability limitation agreements with external directors thatlimit liabilities as described in Article 423, Paragraph 1 of the Companies Act, whichshall limit the maximum amount of their liabilities to the higher of either a sum
prescribed in advance that is equal to or in excess of ¥10,000,000 or the sum
prescribed by law.

Chapter 5. Audit & Supervisory Board Members and Audit & Supervisory Board

Article 27. Number of Directors
The Company shall have no more than five (5) Audit & Supervisory Board members.

Article 28. Appointment of Audit & Supervisory Board Members
1. Audit & Supervisory Board members shall be appointed by general meetings ofshareholders.
2. Resolutions to appoint Audit & Supervisory Board members shall require theattendance of shareholders holding no less than one-third of the voting rights ofshareholders entitled to exercise voting rights and shall require a majority of votes.

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Article 29. Terms of Audit & Supervisory Board Members
1. The term of office of an Audit & Supervisory Board member shall expire at theconclusion of the ordinary general meeting of shareholders held with respect to thelast business year ending within four years after their appointment.
2. The term of office of an Audit & Supervisory Board member appointed to fill avacancy created due to the resignation of an Audit & Supervisory Board member
before the completion of their term shall be the same as the remaining term of officeof the Audit & Supervisory Board member who resigned.

Article 30. Full-Time Audit & Supervisory Board Members
The Audit & Supervisory Board shall, by its resolution, appoint full-time Audit &Supervisory Board members.

Article 31. Audit & Supervisory Board
1. Notices of convocation of meetings of the Audit & Supervisory Board shall be issued
to Audit & Supervisory Board members at least three days in advance of thescheduled meeting. However, shorter notice may be provided in cases requiringurgency.
2. Regulations pertaining to the Audit & Supervisory Board shall be established via
resolution by the Audit & Supervisory Board.

Article 32. Compensation of Audit & Supervisory Board Members
Compensation, etc., provided to Audit & Supervisory Board members shall bedecided via resolution at general meetings of shareholders.

Article 33. Liability Limitation Agreements with External Audit & Supervisory BoardMembers
As stipulated in Article 427, Paragraph 1 of the Companies Act of Japan, theCompany may enter into liability limitation agreements with external Audit &―9―

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Supervisory Board members that limit liabilities as described in Article 423,
Paragraph 1 of the Companies Act, which shall limit the maximum amount of their
liabilities to the higher of either a sum prescribed in advance that is equal to or inexcess of ¥10,000,000 or the sum prescribed by law.

Chapter 6. Accounts

Article 34. Fiscal YearThe fiscal year of the Company shall commence on April 1 of each year and shallend on March 31 of the following year.

Article 35. Year-End Dividend Payments
Based on resolutions by general meetings of shareholders, the Company shall issuemonetary payments from surplus earnings (year-end dividend payments) toshareholders or registered pledgees of shares appearing or recorded on the registerof shareholders at the close of March 31 of each year.

Article 36. Interim Dividend Payments
Based on resolutions by the Board of Directors, the Company may issue monetary
payments from surplus earnings (interim dividend payments) in accordance with
Article 454, Paragraph 5 of the Companies Act of Japan to shareholders or registeredpledgees of shares appearing or recorded on the register of shareholders at the closeof September 30 of each year.

Article 37. Limitation on Dividend Payment Obligations
If year-end dividend payments or interim dividend payments are not claimed within
three years after the payment start date, the Company shall be relieved of theobligation for the payment thereof.

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Amendment History

Partial amendment on March 21, 1954
Partial amendment on June 10, 1954
Partial amendment on July 1, 1954
Partial amendment on April 18, 1955
Partial amendment on March 28, 1956
Partial amendment on October 20, 1956
Partial amendment on March 28, 1959
Partial amendment on July 20, 1959
Partial amendment on March 28, 1960
Partial amendment on March 28, 1962
Partial amendment on June 14, 1962
Partial amendment on March 28, 1963
Partial amendment on March 30, 1964
Partial amendment on March 30, 1966
Partial amendment on March 30, 1968
Partial amendment on March 30, 1972
Partial amendment on March 30, 1973
Partial amendment on March 28, 1975

Partial amendment on April 28, 1981
Partial amendment on April 28, 1982
Partial amendment on April 28, 1987
Partial amendment on April 25, 1991
Partial amendment on April 28, 1992
Partial amendment on April 27, 1994
Partial amendment on April 28, 1998
Partial amendment on April 26, 2002
Partial amendment on April 25, 2003
Partial amendment on December 25, 2003
Partial amendment on June 29, 2005
Partial amendment on June 29, 2006
Partial amendment on October 1, 2007
Partial amendment on June 27, 2008
Partial amendment on June 26, 2009
Partial amendment on January 6, 2010
Partial amendment on June 25, 2018
Partial amendment on June 28, 2022
Partial amendment on June 27, 2023

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