ARTICLES OF INCORPORATION
 
 CHAPTER I. GENERAL PROVISIONS
  Article 1.
    
    The Company shall be called Kabushiki Kaisha Internet Initiative, which shall be expressed in English as Internet
Initiative Japan Inc.
  Article 2.
    
    The objects of the Company shall be to engage in the following categories of business:
 (1)
    
    Telecommunications business under the Telecommunications Business Law;(2)
    
    Processing, mediation and provision of information and contents by using
telecommunications networks;(3)
    
    Agency for the management business such as the management of networks and the
management of information and telecommunications systems;(4)
    
    Planning, consulting service, development, operation and maintenance of or for
information and telecommunications systems;(5)
    
    Development, sales, lease and maintenance of computer software;(6)
    
    Development, sales, lease and maintenance of telecommunications machinery and
equipment;(7)
    
    Telecommunications construction business;(8)
    
    Agency for non-life insurance business;(9)
    
    Research, study, education and training related to the foregoing; and(10)
    
    Any and all businesses incidental or related to the foregoing.
  Article 3.
    
    The Company shall have its head office in Chiyoda-ku, Tokyo.
  Article 4.
    
    The Company shall have shareholders meeting, directors and the following organization:
 (1)
    
    Board of directors(2)
    
    Company auditors(3)
    
    Board of Company auditors(4)
    
    Accounting auditors.
  Article 5.
    
    Public notices of the Company shall be given by electronic
public notice; provided that in case it is impossible to
place electronic public notice due to accident or any other
unavoidable events, they shall be given in the Nihon Keizai
Shinbun.
 CHAPTER II. SHARES
  Article 6.
    
    The total number of shares authorized to be issued by the Company shall be three hundred seventy seven
thousand and six hundred (377,600) shares.
  Article 7.
    
    The Company shall issue share certificates representing its shares.
  Article 8.
    
    In accordance with Article 165, Paragraph 2 of the
Companies Act, the Company may acquire its own shares
through market transactions or other methods by resolution
of the Board of Directors.
  Article 9.
    
    The procedures concerning shares and handling charges
thereof shall be governed by the Share Handling Regulations
to be prescribed by the Board of Directors.




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Article 10.
    
    The Company shall appoint a shareholder register agent.
 2
    
    The shareholder register agent and its place of business shall be
designated by a resolution of the Board of Directors.3
    
    The register of shareholders (hereinafter including the register of
beneficial shareholders), the original register of stock acquisition rights and the
register of lost share certificates shall be kept by the shareholder register agent
at its place of business, and the listing or recording of entries into the register
of shareholders, the original register of stock acquisition rights and the register
of lost share certificates and other matters concerning shares and stock acquisition
rights shall be handled by the shareholder register agent, and the Company shall not
handle any such matters.
  Article 11.
    
    The record date for the voting rights to be exercised at the
ordinary general meeting of shareholders of the Company shall
be March 31 of each year.
 CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
  Article 12.
    
    An ordinary general meeting of shareholders of the Company
shall be held within three (3) months from the last day of
each business year and an extraordinary general meeting of
shareholders may be held from time to time whenever necessary.
  Article 13.
    
    For the purpose of convocation of a general meeting of shareholders, the Company
may deem that it has duly provided its shareholders with the information to be
listed or indicated in the reference materials for a general meeting of
shareholders, the business report, financial statements and consolidated
financial statements by disclosing the information via the Internet as provided
for by the Ministry of Justice Ordinance.
  Article 14.
    
    The President and Director shall chair a general meeting of shareholders. Should
the President and Director be unable to so act, another director shall act in
his/her place in the order predetermined by the Board of Directors.
  Article 15.
    
    A shareholder may exercise his/her voting right through another one(1)
shareholder having voting rights acting as a proxy in a general meeting of
shareholders.
 2
    
    In the case of the preceding paragraph, the shareholder or his/her proxy
shall submit to the Company an instrument evidencing his/her power as proxy for each
general meeting of shareholders.
  Article 16.
    
    Unless otherwise provided for by law or these Articles of
Incorporation, resolutions of a general meeting of
shareholders shall be adopted by a majority vote of
shareholders who are present and entitled to exercise voting
rights at the meeting.
 2
    
    Special resolutions under Article 309 Paragraph 2 of the Corporation Law
of Japan shall be passed by two-thirds or more of the voting rights of the
shareholders present having one-third or more of the voting rights of all
shareholders who are entitled to exercise voting rights.
 CHAPTER IV. DIRECTORS AND THE BOARD OF DIRECTORS
  Article 17.
    
    The number of directors of the Company shall be fourteen (14) at maximum.
  Article 18.
    
    A resolution for election of directors shall be made by a majority of voting rights of the
shareholders present at the meeting where the shareholders representing one third (1/3) or more of the
total number of the voting rights of all shareholders entitled to vote thereat are present; provided
that cumulative voting shall not be adopted for such election.




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Article 19.
    
    The term of office of directors shall expire at the close of the ordinary general meeting of
shareholders held in relation to the last business year ending within two (2) years following their
election to office.
  Article 20.
    
    Unless otherwise provided for by law, a meeting
of the Board of Directors shall be convened and
chaired by the President and Director.
 2
    
    The notice of convocation of a meeting of the Board of Directors shall be
given to each director and company auditor at least three (3) days prior to the day
set for such meeting; provided, however, that this period may be further shortened
under pressing circumstances.3
    
    Matters concerning operation of meetings of the Board of Directors, etc.
shall be governed by laws and regulations, the Articles of Incorporation and the
Regulations of Board of Directors to be prescribed by the Board of Directors.
  Article 21.
    
    Representative Directors shall be elected
among directors by the resolution of the
Board of Directors. Each Representative
Director shall severally represent the
Company.
 2
    
    The Board of Directors may, by its resolution, select from among its
members one Chairman and Director, one President and Director, several Vice
Presidents and Directors, several Senior Managing Directors and several Managing
Directors.
  Article 22.
    
    A resolution of the Board of Directors
shall be adopted by a majority vote of
the directors present at the meeting at
which a majority of the directors
authorized to vote thereat are present.
  Article 23.
    
    The Company shall deem that a proposal for a
resolution at a meeting of the Board of
Directors has been approved if all directors
consent to the proposal in writing or by
electronic means; provided, however that
this shall not apply to the case where any
of the company auditors raises an objection.
  Article 24.
    
    The remuneration, bonus and other profit be
paid to directors as consideration for the
execution of duties (hereinafter referred
to as Remuneration and other compensation)
shall be determined by a general meeting of
shareholders.
  Article 25.
    
    The Company may, pursuant to the provision
of Article 426 Paragraph 1 of the
Corporation Law of Japan, with a resolution
of the Board of Directors, exempt a director
(either incumbent or past) from liabilities
for damages under Article 423 Paragraph 1 of
the Corporation Law of Japan with the limit
of the amount for which the director would
have been liable to compensate, less the
minimum amount of liability as prescribed by
laws or regulations, if the requirements
prescribed by laws or regulations are
satisfied.
 2
    
    The Company may, pursuant to Article 427 Paragraph 1 of the Corporation
Law of Japan, enter into an agreement with an outside director under which liability
of such director against the Company for the damages under Article 423 Paragraph 1
of the Corporation Law of Japan shall be limited if the requirements prescribed by
laws or regulations are satisfied; provided, however, that the limited amount of
such damages pursuant to the agreement shall be the larger of the amount not less
than 10 million yen which has been determined in advance or the minimum amount of
liability provided by laws or regulations.
 CHAPTER V. COMPANY AUDITORS AND THE BOARD OF COMPANY AUDITORS
  Article 26.
    
    The Company shall have three (3) or more company auditors.
  Article 27.
    
    A resolution for election of company auditors shall be made by a majority of voting rights of the
shareholders present at the general meeting of shareholders where the shareholders representing one third
(1/3) or more of the total number of the voting rights of all shareholders entitled to vote thereat are present.




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Article 28.
    
    The term of office of company auditors shall expire at the close of the ordinary general meeting of
shareholders in relation to the last business year ending within four (4) years following their election to
office.
 2
    
    The term of office of a company auditor elected to fill a vacancy of
his/her predecessor who retired or resigned prior to the expiration of term shall
expire at such time as the term of office of his/her predecessor would otherwise
expire.
  Article 29.
    
    The Board of Company Auditors shall appoint a full-time
company auditor(s) (Jyoukin-Kansayaku) by a resolution
thereof.
  Article 30.
    
    A notice of the convocation of a meeting of the Board of Company Auditors shall be given
to each company auditor at least three (3) days prior to the date set for such meeting;
provided, however, that such period may be shortened under pressing circumstances.
 2
    
    Matters concerning operation of meetings of the Board of Company
Auditors, etc. shall be governed by laws and regulations, the Articles of
Incorporation and the Regulations of Board of Company Auditors to be prescribed by
the Board of Company Auditors.
  Article 31.
    
    The Remuneration and other compensation for company auditors
shall be determined by a general meeting of shareholders.
  Article 32.
    
    The Company may, pursuant to the provision of
Article 426 Paragraph 1 of the Corporation Law of
Japan, with a resolution of the Board of
Directors, exempt a company auditor (either
incumbent or past) from liabilities for damages
under Article 423 Paragraph 1 of the Corporation
Law of Japan with the limit of the amount for
which the company auditor would have been liable
to compensate, less the minimum amount of
liability as prescribed by laws or regulations, if
the requirements prescribed by laws or regulations
are satisfied.
 2
    
    The Company may, pursuant to Article 427 Paragraph 1 of the Corporation
Law of Japan, enter into an agreement with an outside company auditor under which
liability of such company auditor against the Company for the damages under Article
423 Paragraph 1 of the Corporation Law of Japan shall be limited if the requirements
prescribed by laws or regulations are satisfied; provided, however, that the limited
amount of such damages pursuant to the agreement shall be the larger of the amount
not less than 10 million yen which has been determined in advance or the minimum
amount of liability provided by laws or regulations.
 CHAPTER VI. ACCOUNTING
  Article 33.
    
    The business year of the Company shall commence on April 1 of
each year and end on March 31 of the following year.
  Article 34.
    
    The record date for year-end dividend distribution shall be March 31 of each year.
 2
    
    The Company may, by resolution of the Board of Directors, pay interim
dividends by fixing September 30 of each year as the record date.
  Article 35.
    
    In case any monetary dividends remain unclaimed for three (3) full years after the first date of payment, the Company
shall be relieved from the obligation to make payment thereof.
 2
    
    No interest shall accrue on the outstanding dividends provided for in the preceding paragraph.