Articles of Incorporation of the Registrant



 ARTICLES OF INCORPORATION 
 OF 
 TREND MICRO INCORPORATED 
  
 CHAPTER I 
 GENERAL PROVISIONS 
  
 Article 1.    Corporate
Name 
  
 The corporate name of the Company shall be “Trend
Micro Kabushiki Kaisha” and in English it shall be “Trend Micro Incorporated.” 
  
 Article 2.    Purposes 
  
 The purposes of the Company shall be to engage in the following businesses: 
  
 (a)    Manufacture, sale, import and export of electronic components; 
  
 (b)    Manufacture, sale, import and export of household electric appliances; 
  
 (c)    Manufacture, sale, import and export of
communications equipment; 
  
 (d)    Manufacture, sale, import and export of medical equipment; 
  
 (e)    Design, sale, import and export of computer software; 
  
 (f)    Design, sale, import and export of computer hardware and related products; 
  
 (g)    Administration and maintenance of computer
systems; 
  
 (h)    Provision of consultation
with respect to computer systems; and 
  
 (i)    Any other business incidental to any of the preceding items. 
  
 Article 3.    Location of Head Office 
  
 The head office of the Company shall be located in Shibuya-ku, Tokyo. 
  
 Article 4.    Method of Placing Public Notice 
  
 Public notices of the Company shall be placed in the Nihon Keizai Shimbun. 
  

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 CHAPTER II 
 SHARES 
  
 Article
5.    Total Number of Shares to be Issued 
  
 The total number of shares to be issued by the Company shall be two hundred and fifty million (250,000,000). 
  
 Article 6.    Acquisition of Treasury Stock 
  
 The Company may, by resolution of the Board of Directors, purchase treasury stock pursuant to the provision of Article 211-3, paragraph 1, item 2 of the
Commercial Code. 
  
 Article 7.    Number of Shares
Constituting One Unit 
  
 The number of shares constituting one
unit of the Company shall be five hundred (500). 
  
 Article
8.    Non-issuance of Share Certificates Representing Less Than One Unit 
  
 The Company shall not issue share certificates representing less than one unit. 
  
 Article 9.    Transfer Agent 
  
 (a)    The Company shall appoint a transfer agent in respect of its shares. 
  
 (b)    The transfer agent and its business handling
office shall be determined by resolution of the Board of Directors. 
  
 (c)    The register of shareholders (including register of beneficial shareholders, likewise hereinafter) and the register of loss of share certificates of the Company shall be kept at the business handling office of the
transfer agent, and the Company shall cause the transfer agent to handle registration of transfer of shares, the take up of shares not constituting one unit, the receipt of beneficial shareholders’ notices, the registration of loss of share
certificates and any other business pertaining to the shares and the Company itself shall not handle these matters. 
  

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 Article 10.    Share Handling Regulations 
  
 The denominations of share certificates of the Company, registration of
transfer of shares, purchase of shares not constituting one unit, receipt of beneficial shareholders’ notices, registration of loss of share certificates and any other matters concerning shares and share handling fees shall be governed by the
Share Handling Regulations established by resolution of the Board of Directors. 
  
 Article 11.    Record Date 
  
 (a)    The shareholders (including beneficial shareholders, likewise hereinafter) appearing or electrically recorded in the register of shareholders of the Company as of the last day of each fiscal year shall be entitled
to exercise their rights at the ordinary general meeting of shareholders relating to the relevant accounts. 
  
 (b)    In addition to the preceding paragraph, the Company may, if necessary, determine the shareholders or registered pledgees
appearing or electrically recorded in the register of shareholders as of a certain date to be entitled to exercise their rights by giving prior public notice in accordance with a resolution of the Board of Directors. 
  
 CHAPTER III 
 GENERAL MEETING OF SHAREHOLDERS 
  
 Article 12.    Convocation 
  
 An ordinary general meeting of shareholders of the Company shall be convened in March each year and an extraordinary general meeting of shareholders may be convened whenever necessary. 
  

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 Article 13.    Chairman 
  
 The chairman of a general meeting of shareholders shall be a person selected in advance from the Company’s directors,
shareholders employees or advisory counsel by Board of Directors. When such person is unable to so act, another person determined in accordance with an order predetermined by resolution of the Board of Directors shall act as chairman. 
  
 Article 14.    Method of Resolution 
  
 (a)    Unless otherwise provided by laws and ordinances
or these Articles of Incorporation, resolutions of general meeting of shareholders shall be adopted by a majority vote of the voting rights of shareholders present at the meeting. 
  
 (b)    Resolutions of general meeting of shareholders subject to the provision of Article 343 of the
Commercial Code shall be adopted by a vote of two-thirds (2/3) or more of the voting rights of shareholders who are present and hold voting rights representing one-third (1/3) or more of all shareholders. 
  
 Article 15.    Exercise of Voting Rights by Proxy 
  
 (a)    A shareholder may exercise his/her voting rights
through a proxy who is also a shareholder of the Company having voting rights. 
  
 (b)    In case of the preceding paragraph, the shareholder or the proxy shall be required to file with the Company a document evidencing his/her authority each time he/she acts as proxy.

  
 Article 16.    Minutes 
  
 The substance of proceedings at a general meeting of shareholders and the
results thereof shall be recorded or electrically recorded in the minutes of the meeting which shall bear the names and seals or electrical signature of the chairman and the directors present thereat. 
  

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 CHAPTER IV 
 DIRECTORS AND THE BOARD OF DIRECTORS 
  
 Article 17.    Number of Directors 
  
 The Company shall have not more than eight (8) directors. 
  
 Article
18.    Election of Directors 
  
 (a)    Directors of the Company shall be elected at a general meeting of shareholders. 
  
 (b)    Resolution for election of directors shall be adopted by a majority vote at a general meeting of shareholders at which
shareholders who hold shares representing one-third (1/3) or more of the total number of issued shares with voting rights are present. 
  
 (c)    With respect to the resolution for election of directors, cumulative voting shall not be adopted. 
  
 Article 19.    Term of Office of Directors 
  
 (a)    The term of office of directors shall expire at
the conclusion of the ordinary general meeting of shareholders with respect to the last closing of accounts within two (2) years after their assumption of office. 
  
 (b)    The term of office of any director elected to fill a vacancy due to early retirement shall be the
same as the remainder of the term of office of the retired director. 
  
 (c)    The term of office of any director elected due to increase in number of directors shall be the same as the remainder of the term of office of the other directors in office. 
  
 Article 20.    Convocation and Chairman of the Board of Directors

  
 (a)    The President and Director shall
convene and act as chairman of the Board of Directors. When the President and Director is unable to so act, one of the other directors determined in accordance with an order predetermined by the Board of Directors shall act in his/her place.

  

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 (b)    Notice of convocation of a meeting of the Board of Directors shall be sent to
each director and corporate auditor at least three (3) days prior to the date set for such meeting; provided, however, that in case of urgency such period may be shortened. 
  
 Article 21.    Directors with Special Titles 
  
 By resolution of the Board of Directors, the Company may, from among Directors, appoint one President and Director and, if
necessary, one or more Chairman and Directors, Vice President and Directors, Senior Managing Directors and Managing Directors. 
  
 Article 22.    Representative Directors 
  
 (a)    The President and Director shall represent the Company and manage the business of the Company. 
  
 (b)    By resolution of the Board of Directors, the
Company may elect the director who represents the Company. 
  
 Article
23.    Method of Resolution of the Board of Directors 
  
 Resolution of the Board of Directors shall be adopted by a majority of the directors present at a meeting at which majority of the directors are present. 
  
 Article 24.    Minutes of the Board of Directors 
  
 The substance of proceedings at a meeting of the Board of Directors and the results thereof shall be recorded or
electrically recorded in the minutes of the meeting which shall bear the names and seals or electrical signature of the directors and corporate auditors present thereat. 
  

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 Article 25.    Regulations of the Board of Directors 
  
 Matters concerning the Board of Directors shall be governed by the
Regulations of the Board of Directors established by resolution of the Board of Directors in addition to laws and ordinances and these Articles of Incorporation. 
  
 Article 26.    Indemnification of Directors’ Liability 
  
 (a)    The Company may, by a resolution of the Board of
Directors, exempt its directors from their liability provided for in Article 266, paragraph 1, item 5 of the Commercial Code to the extent permitted by laws and ordinances. 
  
 (b)    The Company may enter into an agreement with outside directors providing that a limit of
compensation for their liability provided for in Article 266, paragraph 1, item 5 of the Commercial Code shall be the greater of the amount determined in advance which is not less than ten (10) million yen and the total amount of Article 266,
paragraph 19, each item of the Commercial Code. 
  
 Article
27.    Remuneration and Retirement Allowances of Directors 
  
 Remuneration and retirement allowances of directors shall be determined by resolution of a general meeting of shareholders. 
  
 CHAPTER V 
 CORPORATE AUDITORS AND 

THE BOARD OF CORPORATE AUDITORS 
  
 Article 28.    Number of Corporate Auditors 
  
 The Company shall have not more than four (4) corporate auditors. 
  

Article 29.    Election of Corporate Auditors 
  
 (a)    Corporate auditors of the Company shall be elected at a general meeting of shareholders. 
  

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 (b)    Resolution for election of corporate auditors shall be adopted by a majority
vote at a general meeting of shareholders at which shareholders who hold shares representing one-third (1/3) or more of the total number of issued shares with voting rights are present. 
  
 Article 30.    Term of Office of Corporate Auditors 
  
 (a)    The term of office of corporate auditors shall expire at the conclusion of the ordinary general
meeting of shareholders with respect to the last closing of accounts within four (4) years after their assumption of office. 
  
 (b)    The term of office of any corporate auditor elected to fill a vacancy due to early retirement shall be the same as the
remainder of the term of office of the retired corporate auditor. 
  
 Article
31.    Standing Corporate Auditor 
  
 Standing corporate auditor shall be appointed from among the corporate auditors. 
  
 Article 32.    Notice of Convocation of Meetings of the Board of Corporate Auditors 
  
 Notice of convocation of a meeting of the Board of Corporate Auditors shall be sent to each corporate auditor at least three (3) days prior to the date
set for such meeting; provided, however, that in case of urgency such period may be shortened. 
  
 Article 33.    Method of Resolution of the Board of Corporate Auditors 
  
 Unless otherwise provided by laws and ordinances, resolutions of the Board of Corporate Auditors shall be adopted by a majority of the corporate auditors.

  
 Article 34.    Minutes of the Board of Corporate
Auditors 
  
 The substance of proceedings at a meeting of the
Board of Corporate Auditors and the results thereof shall be recorded or electrically recorded in the minutes of the meeting which shall bear the names and seals or electrical signature of the corporate auditors present thereat. 
  

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 Article 35.    Regulations of the Board of Corporate Auditors 
  
 Matters concerning the Board of Corporate Auditors shall be governed by the
Regulations of the Board of Corporate Auditors established by resolution of the Board of Corporate Auditors in addition to laws and ordinances and these Articles of Incorporation. 
  
 Article 36    Indemnification of Corporate Auditors’ Liability 
  
 The Company may, by a resolution of the Board of Directors, exempt its
corporate auditors from their liability to the extent permitted by laws and ordinances. 
  
 Article 37.    Remuneration and Retirement Allowances of Corporate Auditors 
  
 The remuneration and retirement allowances of corporate auditors shall be determined by resolution of a general meeting of shareholders. 
  
 CHAPTER VI 
 ACCOUNTS 
  
 Article
38.    Fiscal Year 
  
 The fiscal year of
the Company shall be from January 1 through December 31 of each year and the account shall be settled on the last day of the fiscal year. 
  
 Article 39.    Dividends 
  
 Dividends of the Company shall be paid to shareholders or registered pledgees appearing or electrically recorded in the final register of shareholders of
the Company as of December 31 of each year. 
  
 Article
40.    Interim Dividends 
  
 The Company
may, upon resolution of the Board of Directors, make pecuniary distribution provided for in Article 293-5 of the Commercial Code (hereinafter referred to as the “interim dividends”) to shareholders or registered pledgees appearing or
electrically recorded in the final register of shareholders of the Company as of June 30 of each year. 
  

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 Article 41.    Prescription Period of Dividends 
  
 (a)    In case dividends or interim dividends remain
unclaimed for three (3) years after the date of commencement of payment, the Company shall be relieved from the obligation of payment thereof. 
  
 (b)    Unclaimed dividends or interim dividends shall not bear any interest. 
  

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 Supplementary Provisions: 
 Article 1 
  
 Notwithstanding the provisions of
Article 30, “within four (4) years after their assumption of office” in the Article 30 shall be replaced into “within three (3) years after their assumption of office” with respect to the corporate auditors who have been in
office before the close of the annual general meeting of shareholders regarding fiscal year ending December 2002; provided, however, that this Article shall be deleted upon the retirement of all such corporate auditors 
  

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