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          (11) To engage in the financing business and to act as casualty insurance agent and lifeinsurance broker;          (12) To undertake development, sales and purchase, lease and operation of computer systems andsoftware, and to provide information services;          (13) To contract combined and facility engineering work;          (14) To engage in the transportation business;          (15) To manufacture, purchase and sell general machinery and instruments, electrical machineryand instruments, and precision machinery and instruments;          (16) To engage in non-destructive inspection business, staffing business, environmentalassessment business, travel business and travel agency business;          (17) To manage athletic facilities;          (18) To purchase and sell daily commodities;          (19) To do any and all other businesses incidental or relating to any of the foregoing items.           2. The Company may conduct any business stipulated in each items of the preceding paragraph.**(LOCATION OF HEAD OFFICE)**          **ARTICLE 3**— The head office of the Company shall be located in Chiyoda-ku, Tokyo.**(CORPORATE BODIES)**          **ARTICLE 4**— The Company shall have the following organizations in addition to the generalmeeting of shareholders and directors:          (1) Board of Directors          (2) Executive Officers          (3) Corporate Auditors          (4) Board of Corporate Auditors          (5) Accounting Auditors**(METHOD OF PUBLIC NOTICE)**
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          **ARTICLE 5**— Public notices of the Company shall be given electronically; provided, however,that in the event the Company is unable to give electronic public notice due to an accident or anyother unavoidable reason, public notices of the Company shall be given in the Nihon Keizai Shimbunnewspaper.**CHAPTER II — SHARES****(TOTAL NUMBER OF AUTHORIZED SHARES)**          **ARTICLE 6**— The total number of authorized shares issuable by the Company shall be eight (8)billion.**(ACQUISITION OF THE COMPANY’S OWN SHARES)**          **ARTICLE 7**— The Company may, by a resolution of the Board of Directors, acquire its ownshares pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act.**(NUMBER OF SHARES CONSTITUTING ONE UNIT OF SHARES)**          **ARTICLE 8**— The number of shares constituting one unit of shares of the Company shall be onehundred (100).**(RIGHTS PERTAINING TO SHARES OF LESS THAN ONE UNIT)**          **ARTICLE 9**— A shareholder of the Company is not entitled to exercise any right with respectto shares constituting less than one unit held by such shareholder except for any of the followingrights:          1. Rights stipulated in each item of Article 189, Paragraph 2 of the Companies Act;          2. Right to allotment of offered shares and offered stock acquisition rights, in proportion tothe number of shares held by the shareholder; and          3. Right to demand sale of additional shares constituting less than one unit as provided inthe following Article.**(DEMAND FOR SALE OF SHARES BY SHAREHOLDERS HOLDING SHARES CONSTITUTING LESS THAN ONE UNIT)**          **ARTICLE 10**— Shareholders of the Company may, pursuant to the Share Handling Regulations setforth in Article 12 hereof, demand that the Company sell to the shareholder a number of sharesthat, together with shares constituting less than one unit held by the shareholder will constituteone unit.**(SHAREHOLDER REGISTER ADMINISTRATOR)**
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          **ARTICLE 11**— The Company shall have an administrator of the Shareholder Register for shareadministration.          2. The Company shall, by a resolution of the Board of Directors, appoint an administrator ofthe Shareholder Register and designate the place to perform his duties as such, and the Companyshall give public notice of such appointment and designation.          3. All administration services relating to the Register of Shareholders and the ledger ofstock acquisition rights of the Company (hereinafter collectively referred to as “Register ofShareholders, etc.”) including but not limited to preparation and keeping of the Register ofShareholders, etc. shall not be performed by the Company but shall be delegated to theadministrator of the Shareholder Register.**(SHARE HANDLING REGULATIONS)**          **ARTICLE 12**— All share administration procedures and the fees thereof shall be subject to theShare Handling Regulations determined by a resolution of the Board of Directors, except as providedby laws, ordinances or this Articles of Incorporation.
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**CHAPTER III — GENERAL MEETING OF SHAREHOLDERS****(CONVENING)**          **ARTICLE 13**— An Ordinary General Meeting of Shareholders shall be convened within three (3)months after the end of each fiscal year and an Extraordinary General Meeting of Shareholders maybe convened whenever necessary.**(RECORD DATE OF ORDINARY GENERAL MEETING OF SHAREHOLDERS)**          **ARTICLE 14**— The record date of the Ordinary General Meeting of Shareholders of the Companyshall be March 31 of each year. The Company shall deem shareholders whose names are recorded in theRegister of Shareholders on March 31 of each fiscal year to be the shareholders entitled toexercise their voting rights at the Ordinary General Meeting of Shareholders.**(ELECTRONIC DISCLOSURE OF REFERENCE MATERIAL FOR THE GENERAL MEETING OF SHAREHOLDERS, ETC. ANDDEEMED PROVISION)**          **ARTICLE 15**— The Company may, at the time of convocation of a General Meeting ofShareholders, deem to have provided shareholders with the Reference Material for the GeneralMeeting of Shareholders, business reports, non-consolidated and consolidated financial documents(hereinafter collectively referred to as “Reference Material for the General Meeting ofShareholders, etc.”) by disclosing information with respect to matters which shall be stated orindicated in Reference Material for the General Meeting of Shareholders, etc. to shareholdersthrough electronic means as provided for in the ordinances of the Ministry of Justice.**(CHAIRMAN)**          **ARTICLE 16**— The President shall act as Chairman at the General Meetings of Shareholders. Ifthe President is unable to act as Chairman at a General Meeting of Shareholders, a Director shallact in his or her place in accordance with the order determined in advance by a resolution of theBoard of Directors.**(ADOPTION OF RESOLUTIONS)**          **ARTICLE 17**— All resolutions at a General Meeting of Shareholders shall be adopted by amajority of the voting rights held by the shareholders present who are entitled to exercise votingrights.          2. Notwithstanding the foregoing paragraph, resolutions to be adopted at a General Meeting ofShareholders pursuant to each item of Article 309, Paragraph 2 of the Companies Act shall beadopted by no less than two-thirds (2/3) of the voting rights held by the shareholders present atthe meeting, at which no less than one-third (1/3) of the voting rights of all shareholdersentitled to exercise voting rights are present.
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**(EXERCISE OF VOTING RIGHTS BY PROXY)**          **ARTICLE 18**— A shareholder may exercise his or her voting right(s) by appointing one          (1) person to serve as a proxy who shall be a shareholder of the Company entitled to exercisevoting right(s).**(MINUTES)**          **ARTICLE 19**— Minutes shall be prepared at each General Meeting of Shareholders as providedfor in the ordinances of the Ministry of Justice.**CHAPTER IV — DIRECTORS, BOARD OF DIRECTORS AND EXECUTIVE OFFICERS****(NUMBER AND ELECTION OF DIRECTORS)**          **ARTICLE 20**— The Company shall have no more than twenty (20) Directors, who shall be electedby a resolution of a General Meeting of Shareholders.          2. Resolutions to elect Directors shall be adopted by a majority vote of the shareholderspresent at the General Meeting of Shareholders where the shareholders holding one-third (1/3) ormore of the voting rights of the shareholders entitled to exercise their voting rights are present.          3. Cumulative voting shall not be used in adapting a resolution for election of Directors.**(TERM OF OFFICE OF DIRECTORS)**          **ARTICLE 21**— The term of office of a Director shall expire at the close of the OrdinaryGeneral Meeting of Shareholders for the last fiscal year ending within one (1) year after his orher appointment.          2. The term of office of a Director elected to increase the number of Directors or fill thevacancy of the Board created by earlier termination of a Director shall be the remainder of theterm of office of the other Directors.**(REMUNERATION, ETC. OF DIRECTORS)**          **ARTICLE 22**— Remuneration, bonuses and other financial benefits of Directors received fromthe Company in consideration for the execution of the duties (hereinafter referred to as“Remunerations, etc.”) shall be determined by a resolution of a General Meeting of Shareholders.**(AGREEMENT LIMITING LIABILITY OF OUTSIDE DIRECTORS)**
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          **ARTICLE 23**— Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, theCompany may enter into an agreement with outside directors to limit their liabilities under Article423, paragraph 1 of the Companies Act to the amount provided by laws and ordinances.**(CONVOCATION OF MEETINGS OF THE BOARD OF DIRECTORS)**          **ARTICLE 24**— Notice of a Meeting of the Board of Directors shall be given to each Directorand Corporate Auditor at least three (3) days before the day of the Meeting; provided, however,that in case of emergency such notice period may be shortened.**(REPRESENTATIVE DIRECTORS AND DIRECTORS WITH SPECIAL TITLES)**          **ARTICLE 25**— Representative Directors of the Company shall be appointed by a resolution ofthe Board of Directors.          2. The Board of Directors may, by resolution, appoint one (1) President, and one (1) Chairmanand one (1) Vice Chairman of the Board of Directors.**(REGULATIONS OF THE BOARD OF DIRECTORS)**          **ARTICLE 26**— Except as provided by laws, ordinances or this Articles of Incorporation, theBoard of Directors shall be administered in accordance with the Regulations of the Board ofDirectors which shall be adopted by a resolution of the Board of Directors.**(DEEMED ADOPTION OF A RESOLUTION OF THE BOARD OF DIRECTORS)**          **ARTICLE 27**— If a Director makes a proposal on any agenda item to the Board of Directors andall Directors who are authorized to participate in the voting on such agenda item unanimously agreeto his or her proposal in writing or by electromagnetic records, the Company shall deem that suchproposal is adopted by a resolution at a meeting of the Board of Directors unless one (1) or moreCorporate Auditors object.**(EXECUTIVE OFFICERS AND EXECUTIVE OFFICERS WITH SPECIAL TITLES)**          **ARTICLE 28**— The Company shall elect Executive Officers by a resolution of the Board ofDirectors.          2. The Board of Directors may, by resolution, appoint one (1) President and Executive Officer,and several Executive Vice Presidents, Senior Executive Officers and Senior Vice Presidents.**(REGULATIONS FOR EXECUTIVE OFFICERS)**
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          **ARTICLE 29**— Responsibilities, obligations and other matters of Executive Officers shall beadministered in accordance with the Regulations for Executive Officers which shall be adopted by aresolution of the Board of Directors.**CHAPTER V — CORPORATE AUDITORS, BOARD OF CORPORATE AUDITORS AND ACCOUNTING AUDITORS****(NUMBER AND ELECTION OF CORPORATE AUDITORS)**          **ARTICLE 30**— The Company shall have no more than eight (8) Corporate Auditors, who shall beelected by a resolution of a General Meeting of Shareholders.          2. Resolutions to elect Corporate Auditors shall be adopted by a majority vote of theshareholders present at the General Meeting of Shareholders where the shareholders holdingone-third (1/3) or more of the voting rights of the shareholders entitled to exercise their votingrights are present.**(TERM OF OFFICE OF CORPORATE AUDITORS)**          **ARTICLE 31**— The term of office of a Corporate Auditor shall expire at the close of theOrdinary General Meeting of Shareholders for the last fiscal year ending within four (4) yearsafter his or her appointment.          2. The term of office of a Corporate Auditor elected to fill the vacancy created by earliertermination of a Corporate Auditor shall be the remainder of the term of office of the CorporateAuditor being replaced.**(REMUNERATIONS, ETC. OF CORPORATE AUDITORS)**          **ARTICLE 32**— Remunerations, etc. of Corporate Auditors shall be determined by resolution of aGeneral Meeting of Shareholders.**(AGREEMENT LIMITING LIABILITIES OF OUTSIDE CORPORATE AUDITORS)**          **ARTICLE 33**— Pursuant to the provision of Article 427, paragraph 1 of the Companies Act, theCompany may enter into an agreement with an outside Corporate Auditor to limit their liabilitiesunder Article 423, paragraph 1, of the Companies Act to the amount required by laws and ordinances.**(CONVOCATION OF MEETINGS OF THE BOARD OF CORPORATE AUDITORS)**          **ARTICLE 34**— Notice of a Meeting of the Board of Corporate Auditors shall be given to eachCorporate Auditor at least three (3) days prior to the date of the Meeting; provided, however, thatin case of emergency such notice period may be shortened.**(STANDING CORPORATE AUDITOR)**
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          **ARTICLE 35**— Standing Corporate Auditor(s) shall be appointed among Corporate Auditors by aresolution of the Board of Corporate Auditors.**(REGULATIONS OF THE BOARD OF CORPORATE AUDITORS)**          **ARTICLE 36**— Except as provided by laws, ordinances or this Articles of Incorporation, theBoard of Corporate Auditors shall be administered in accordance with the Regulations of the Boardof Corporate Auditors which shall be adopted by a resolution of the Board of Corporate Auditors.**(ESTABLISHMENT AND ELECTION OF ACCOUNTING AUDITORS)**          **ARTICLE 37**— The Company shall elect Accounting Auditors by a resolution of a General Meetingof Shareholders.**CHAPTER VI — ACCOUNTING****(FISCAL YEAR)**          **ARTICLE 38**— The fiscal year of the Company shall begin on April 1 of each year and end onMarch 31 of the following year.**(YEAR-END DIVIDENDS)**          **ARTICLE 39**— The record date of year-end dividends shall be March 31 of each year. TheCompany may, by a resolution of the General Meeting of Shareholders, declare and distribute surplusin any year as year-end dividends to shareholders or registered pledgees whose names are recordedin the Register of Shareholders on the record date each year.**(INTERIM DIVIDENDS)**          **ARTICLE 40**— The record date of interim dividends shall be September 30 of each year. TheCompany may, by a resolution of the Board of Directors, declare and distribute surplus in any yearas interim dividends pursuant to the provisions of Article 454, paragraph 5 of the Companies Act toshareholders or registered pledgees whose names are recorded in the Register of Shareholders on therecord date of that year.**(NEGATIVE PRESCRIPTION)**          **ARTICLE 41**— The Company shall be released from its obligation to pay any cash dividendswhich remain unclaimed for a period of three (3) years or more from the first payable date.
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**CHAPTER VII — SUPPLEMENTAL PROVISION****(INITIAL REMUNERATIONS, ETC. OF DIRECTORS AND CORPORATE AUDITORS)**          **ARTICLE 42**— Notwithstanding Article 22 and Article 32 hereof, the Remunerations, etc. of theCompany’s Directors and Corporate Auditors for the period from the establishment of the Company tothe first Ordinary General Meeting of Shareholders shall be as follows:          (1) The total amount of Remunerations, etc. of the Company’s Directors shall be no more than1.1 billion yen per one (1) fiscal year; provided, however, that such amount shall not include thecompensation and bonus to be paid as employee if a Director serves concurrently as an employee; and          (2) The total amount of Remunerations, etc. of the Company’s Corporate Auditors shall be nomore than 200 million yen per one (1) fiscal year.**(DELETION OF SUPPLEMENTAL PROVISION)**          **ARTICLE 43**— This Supplemental provision shall be deleted as of the close of the firstOrdinary General Meeting of Shareholders.
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