ARTICLES OF INCORPORATION OF KOMATSU LTD.
  CHAPTER I. GENERAL PROVISIONS
 Article 1. Corporate Name
 
 Article 2. Objectives and Purposes
  (1)
    
    Manufacture, repair, sale and purchase of construction machinery, agricultural machinery,
industrial machinery, automobiles, internal combustion engines and various types of other
machinery and equipment and parts thereof.(2)
    
    Manufacture, sale and purchase of various iron and steel goods.(3)
    
    Smelting, processing, sale and purchase of various types of iron and steel, pig-iron,
ferroalloys and other special metals.(4)
    
    Manufacture, sale and purchase of various types of electric materials and equipment.(5)
    
    Manufacture, sale and purchase of various synthetic resin products.(6)
    
    Manufacture, repair, sale and purchase of various armaments and parts thereof.(7)
    
    Mining industry, and sale and purchase of minerals.(8)
    
    Designing, executing, supervising and contracting various types of civil engineering and
construction work for plants, dwelling house, and other structures.(9)
    
    Sale and purchase of lumber, processed lumber products and various types of civil
engineering and construction materials, machinery and equipment.(10)
    
    Sale, purchase and lease of real property.(11)
    
    Manufacture, sale and repair of industrial waste and general waste treatment devices.(12)
    
    Collection, transportation, treatment and recycling of industrial waste and general waste,
sale of such recycled products, and consulting on these matters.(13)
    
    Development, creation, sales and consulting on computer software and computer systems.(14)
    
    Electronic commerce using networks such as the internet.(15)
    
    Information processing and information providing service.(16)
    
    Financing services(17)
    
    All business incidental to each and every one of the preceding items.(18)
    
    Investing in other companies or promoting the organization of other companies.
 Article 3. Location of Head Office
  Article 4. Corporate Organizations
  (1)
    
    Board of Directors;(2)
    
    Corporate Auditors;(3)
    
    Board of Corporate Auditors: and(4)
    
    Accounting Auditors.
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Article 5. Method of Public Notice
  CHAPTER II. SHARES
 Article 6. Total Number of Shares Authorized to be Issued
  Article 7. Acquisition by the Company of Its Own Shares
  Article 8. Number of Shares Constituting One Unit (Tangen) of Shares
  Article 9. Rights to Shares Constituting Less Than One Unit (Tangen) of Shares
  (1)
    
    The rights provided for in each item of Article 189, Paragraph 2 of the Corporation Act;(2)
    
    The right to make a request provided for in the provisions of Article 166, Paragraph 1 of
the Corporation Act;(3)
    
    The right to receive the allotment of offered shares and offered stock acquisition rights
in proportion to the number of shares held by each shareholder; and(4)
    
    The right to make a request provided for in the immediately following Article.
 Article 10. Purchase of Shares to Increase the Number of Shares of Shareholders Holding Shares not
Constituting One Unit (Tangen) of Shares
  Article 11. Transfer Agent
 1.
    
    The Company shall have a Transfer Agent.2.
    
    The Transfer Agent and the location of its business shall be designated by a resolution of
the Board of Directors, and public notice thereof shall be given.3.
    
    The administration of the Shareholders Register and the Register of Stock Acquisition Rights
of the Company, and other matters relating to the Shareholders Register and the Register of
Stock Acquisition Rights shall be entrusted with the Transfer Agent, and shall not be handled
by the Company.
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Article 12. Share Handling Regulations
  CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS
 Article 13. Convocation of General Meeting of Shareholders
  Article 14. Record Date of Ordinary General Meeting of Shareholders
  Article 15. Person to Convene General Meeting of Shareholders and Person to Preside the Board as
Chairman
 1.
    
    A General Meeting of Shareholders shall be convened by the President, and the President shall
act as the chairman thereof.2.
    
    In the absence or disability of the President, one of the other Directors in the order
previously determined by the Board of Directors may convene the General Meeting of
Shareholders and act as the chairman thereof.
 Article 16. Internet Disclosure and Deemed Provision of Reference Documents for General Meeting of
Shareholders, etc.
  Article 17. Exercise of Voting Rights by Proxy
 1.
    
    A shareholder of the Company may exercise his/her voting rights at a General Meeting of
Shareholders by one (1) proxy who shall be another shareholder of the Company eligible for
exercising such voting rights of the Company.2.
    
    In the case of the preceding paragraph, a shareholder or proxy shall submit to the Company a
document certifying the proxys power of representation at each General Meeting of
Shareholders.
 Article 18. Method of Resolutions of General Meetings of Shareholders
 1.
    
    Unless otherwise provided for in laws and regulations or these Articles of Incorporation,
resolutions of a General Meeting of Shareholders shall be adopted by a majority of the voting
rights of the shareholders who are eligible to exercise the voting rights and who are present
at the meeting.2.
    
    Resolutions made pursuant to Article 309, Paragraph 2 of the Corporation Act shall be adopted
by two-thirds (2/3) or more of the voting rights of the shareholders who are eligible to
exercise the voting rights and who are present at the meeting, at which meeting the
shareholders holding one-third (1/3) or more of the voting rights of all shareholders eligible
to exercise the voting rights must be present.
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CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS
 Article 19. Number of Directors
  Article 20. Method of Election of Directors
 1.
    
    Directors shall be elected at a General Meeting of Shareholders of the Company.2.
    
    A resolution for the election of a Director shall be adopted by a majority of the voting
rights of the shareholders who are eligible to exercise the voting rights and who are present
at the meeting, at which meeting the shareholders holding one-third (1/3) or more of the
voting rights of all shareholders eligible to exercise the voting rights must be present.3.
    
    Cumulative voting shall not be used in a resolution for the election of a Director.
 Article 21. Representative Directors, etc.
 1.
    
    The Board of Directors shall, by its resolution, appoint the Representative Directors who
shall represent the Company.2.
    
    The Board of Directors may determine, by its resolution, one (1) Chairman and one (1)
President from among its members, and may grant special titles to one or more Directors as
deemed necessary.
 Article 22. Term of Office of Directors
  Article 23. Convocation of the Board of Directors and Person to Preside over the Board as Chairman
  Article 24. Notice of Convocation of Board of Directors
  Article 25. Informal Resolution of the Board of Directors
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Article 26. Counselors and Advisors
  Article 27. Exemption from Liability of Directors
 1.
    
    In accordance with the provisions of Article 426, Paragraph 1 of the Corporation Act, the
Company may, by a resolution of the Board of Directors, exempt a Director from his/her
liability for damages caused by his/her dereliction of duty, within the limits stipulated by
laws or regulations.2.
    
    In accordance with the provisions of Article 427, Paragraph 1 of the Corporation Act, the
Company may enter into agreements with an Outside Director to limit liability for damages
caused by his/her dereliction of duty. Provided, however, that the maximum amount of liability
of such Outside Directors prescribed in such agreements shall be equal to the minimum
liability limit stipulated by laws and regulations.
 CHAPTER V. CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS
 Article 28. Number of Corporate Auditors
  Article 29. Method of Election of Corporate Auditors
 1.
    
    The Corporate Auditors shall be elected at a General Meeting of Shareholders of the Company.2.
    
    A resolution for the election of Corporate Auditor shall be adopted by a majority of the
voting rights of the shareholders who are eligible to exercise the voting rights and who are
present at the meeting, at which meeting the shareholders holding one-third (1/3) or more of
the voting rights of all shareholders eligible to exercise the voting rights must be present.
 Article 30. Full-time Corporate Auditor(s)
  Article 31. Term of Office of Corporate Auditors
 1.
    
    The term of office of Corporate Auditors shall expire at the closing of the Ordinary General
Meeting of Shareholders held for the last business year of the Company ending within four (4)
years after their election.2.
    
    The term of office of the Corporate Auditor elected to fill a vacancy of another Corporate
Auditor who has resigned prior to the expiry of his/her term of office shall be until the
expiry of the remaining term of his/her predecessor.
 Article 32. Convocation of the Board of Corporate Auditors and Person to Preside over the Board as
Chairman
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Article 33. Notice of Convocation of Board of Corporate Auditors
  Article 34. Exemption from Liability of Corporate Auditors
 1.
    
    In accordance with Article 426, Paragraph 1 of the Corporation Act, the Company may, by a
resolution of the Board of Directors, exempt a Corporate Auditor from his/her liability for
damages caused by his/her dereliction of duty, within the limits stipulated by laws and
regulations.2.
    
    In accordance with the provisions of Article 427, Paragraph 1 of the Corporation Act, the
Company may enter into agreements with an Outside Corporate Auditor to limit liability for
damages caused by his/her dereliction of duty. Provided, however, that the maximum amount of
liability of such Outside Corporate Auditor prescribed in such agreements shall be equal to
the minimum liability limit stipulated by laws and regulations.
 CHAPTER VI. ACCOUNTING
 Article 35. Business Year
  Article 36. Record Date of Dividends
  Article 37. Interim Dividends
  Article 38. Dispensation from Payment of Dividends
  Supplemental Provisions
 Article 1.
 Article 2.
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