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**(Establishment of bodies)****Article 4.**The Company shall have a board of directors, corporate auditors, a board of auditors,and accounting auditors.**(Method of giving public notice)****Article 5.**Method of publication by the Company shall be by electronic publication. Provided,however, in case of an accident or other inevitable cause that prevents the electronicpublication, the publication shall be made in Nihon Keizai Shimbun.**Chapter 2. Shares****(Total number of shares that can be issued)****Article 6.**Total number of shares that can be issued shall be 480 million shares.**(Unit amount of stocks)****Article 7.**The number of shares to constitute unit of shares of the Company shall be 100.**(Administrator of Register of Shareholders)****Article 8.**The Company shall have an administrator of a register of shareholders.**(Share Handling Regulations)****Article 9.**The denomination of share certificates, change of matters specified in the register ofshareholders such as names of shareholders (including substantial shareholders appearing orbeing recorded in the register of shareholders. The same shall apply herein below), purchaseof shares constituting less than one unit, the registration of lost shares in the register ofshares and other handling relating shares, shall be governed by the Share Handling Regulationsto be established by the Board of Directors.**(Right of a shareholder with less than unit)****Article 10.**A shareholder with less than unit may not exercise any right other than any of thefollowing rights: 1. A right that may not be limited by the Articles of Incorporation under Article189.2 of the Company Law; or  2. A right to delivery of shares upon allotment to shareholders and allotment offuture delivery of new shares subject to invitation of application.**Chapter 3. General Meeting of Shareholders****(Date to determine entitled shareholders)**
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**Article 11.**The shareholders entitled to exercise their rights at an Ordinary General Meeting ofShareholders shall be the final shareholders appearing or being recorded in the Register ofShareholders as of March 31 every year.**(Convening)****Article 12.**The ordinary general meeting of shareholders of the Company shall be convened in Junein each year.**(Person to convene meeting and chairman of meeting)****Article 13.** 1) Unless otherwise provided in laws, a general meeting of shareholders shall beconvened by the President, who shall act as chairman of such meeting.  2) If the President is unable to act, another Director shall act in his place asprovided by the Board of Directors.**(Method of adopting resolution)****Article 14.** 1) Unless otherwise provided in laws, ordinances, or these Articles ofIncorporation, resolutions of a general meeting of shareholders shall be adopted by amajority of the votes of the shareholders present.  2) The resolution under Article 309, Clause 2 of the Company Law is made subjectto attendance of more than one third of the shareholders who may exercise their votingrights and is made by the majority of more than two third of the exercised votingright.**(Disclosure of Reference Documents, etc. on Internet)****Article 15.**The Company may disclose on Internet any information on matters to be specified orrecorded on reference documents, accounting documents, consolidated accounting document, andbusiness report in accordance with the order of the Ministry of Justice.**(Exercise of voting rights by proxy)****Article 16.**Shareholders may exercise their voting rights by delegating the power to othershareholder who is entitled to vote, provided that the shareholder or the proxy shall present,at each general meeting of shareholders, the Company the letter to entitle to vote.**Chapter 4. Directors and Board of Directors****(Number of Directors)****Article 17. The Company shall have not more than 20 Directors.****(Election of Directors)**
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**Article 18.** 1) Directors shall be elected at a general meeting of shareholders. For theelection of Directors, the presence of the holders of shares representing one-third ormore of the voting rights of all the shareholders shall be required and the majoritythereof shall be needed.  2) For the election of Directors, no cumulative voting shall be used.**(Term of office of Directors)****Article 19.** 1) The term of office of Directors shall expire at the close of the ordinarygeneral meeting of shareholders for the business year to terminate within one yearafter their appointment.  2) The term of office of Directors elected to increase their number or to fillvacancies shall be the same with the unexpired balance of the term of office of theother Directors currently in office.**(Representative Directors and Directors with specific titles)****Article 20.** 1) The Board of Directors shall appoint Representative Directors from among thedirectors.  2) By resolution of the Board of Directors, the Company may appoint one boardChairman, one President and one or more Executive Vice Presidents, Senior ManagingDirectors and Managing Directors.**(Person to convene the Board of Directors and chairman of meeting)****Article 21.** 1) Unless otherwise provided in laws, the Board of Directors shall be convened bythe President who shall be chairman of the meeting.  2) If the President is unable to act, another Director shall act in his place asprovided by the Board of Directors.**(Notice of meeting of the Board of Directors)****Article 22.**Notice for convening a meeting of the Board of Directors shall be dispatched to eachDirector and each Corporate Auditor three days prior to the date of the meeting; provided,however, that such period of notice may be shortened in case of urgency.**(Resolution of the Board of Directors)****Article 23.** 1) For resolution of the Board of Directors, the presence of a majority ofDirectors shall be required. And the resolution thereof shall be adopted by a majorityof Directors present.  2) If a director proposes any matter subject to resolution by the Board ofDirectors, the matter shall be deemed as resolved and approved by the Board ofDirectors if all of the directors who can participate in the resolution consent bywritten or electro-magnetic record and any of the Corporate Auditors shall not raise anobjection.
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**Chapter 5. Corporate Auditors and Board of Corporate Auditors****(Number of Corporate Auditors)****Article 24.**The Company shall have not more than five Corporate Auditors.**(Election of Corporate Auditors)****Article 25.**Corporate Auditors shall be elected upon attendance of one third or more ofshareholders who may exercise their voting rights at a general meeting of shareholders and themajority thereof shall be needed.**(Term of office of Corporate Auditors)****Article 26.** 1) The term of office of Corporate Auditors shall expire at the close of theordinary general meeting of shareholders for a business year last to occur within fouryears after their appointment.  2) The term of office of Corporate Auditors elected to fill vacancies shall be thesame with the unexpired balance of the term of the retired Corporate Auditors.**(Full-time Corporate Auditors)****Article 27.**The Corporate Auditors shall appoint a full time Corporate Auditor or CorporateAuditors from among their members.**(Notice of meeting of the Board of Corporate Auditors)****Article 28.**Notice for convening a meeting of the Board of Corporate Auditors shall be dispatchedto each Corporate Auditor three days prior to the date of the meeting; provided, however, thatsuch period of notice may be shortened in case of urgency.**(Resolution of the Board of Corporate Auditors)****Article 29.**Unless otherwise provided in laws, for resolutions of the Board of Corporate Auditors,a majority of Corporate Auditors shall be required.**Chapter 6. Release from Liabilities of Corporate Auditors****(Release in part of Compensation of Damage)****Article 30.**The Company may execute with an outside Corporate Auditor(s) an agreement on liabilityof compensation of damage to the Company. Provided, however, that the maximum limit of thecompensation shall be 8 million Yen or more for an outside Corporate Auditor or the amountfixed by the law, whichever higher.
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**Chapter 7. Accounts****(Business year)****Article 31.**The business year of the Company shall begin on April 1 in each year and end on March31 in the following year.**(Body to determine distribution of surplus)****Article 32.**The Company may make distribution, etc. of surplus upon resolution of the Board ofDirectors in accordance with the laws and regulations.**(Date to determine the distribution of dividend)****Article 33.**Dividend of profit at the end of the year may be distributed to the shareholders orregistered pledgees appearing or being registered in the Register of Shareholders as of March31 in each year, and interim dividend as of September 30 every year.**(Period of limitations)****Article 34.**The Company shall be relieved of the obligation to pay any dividend of profit at theend of the year or interim dividend upon expiration of three years from the day on which suchdividend became first due and payable. Further the Company shall not pay any interest ondividend of profit or interim dividend.
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