Articles of Incorporation

Chapter I. General Provisions

(Trade name)

Article 1.

The Company shall be called Sumitomo Kinzoku Kozan Kabushiki Kaisha, and, in English, Sumitomo Metal Mining Co., Ltd.

(Objects)

Article 2.

The objects of the Company shall be to engage in the following businesses:

  1. Mining and collection of gravel and sand.
  2. Smelting and refining.
  3. Metal processing.
  4. Manufacture of electronics materials.
  5. Manufacture of chemical and petroleum products.
  6. Manufacture of ceramics and construction materials.
  7. Survey, designing and manufacture of mechanical facilities and plants.
  8. Manufacture of telecommunication equipment and electronic parts.
  9. Manufacture of medical equipment and materials.
  10. Agriculture, forestry and stock breeding.
  11. Manufacture of nuclear fuels.
  12. Sale and purchase of materials and products relating to each of the above stated lines of businesses.
  13. Sale of motorcars and motorcar parts.
  14. Sale of precious metals, jewelry, leather products and interior decorations.
  15. Development and sale of data processing systems including hardware and software.
  16. Marine and overland transportation.
  17. Warehousing.
  18. Civil engineering, architectural construction and designing, construction and supervising of mechanical and electric facilities.
  19. Development of energy sources and supply of electric and heat energy.
  20. Improvement utilizing radiation exposure.
  21. Environmental survey and analysis, and restoration of contaminated environment.
  22. Disposal of industrial and living wastes.
  23. Real estate business.
  24. Travel business.
  25. Financing business.
  26. Non-life insurance agency and life insurance solicitation business.
  27. Dispatch of laborers.
  28. Printing and publishing.
  29. Education business.
  30. Management of sporting facilities.
  31. Survey, research, technical guidance, consulting and engineering relating to each of the above stated lines of businesses.
  32. Any enterprises incidental or relating to any of the preceding items.

(Location of head office)

Article 3.

The head office of the Company shall be located in Minato-ku, Tokyo.

(Method public notice)

Article 4.

Public notices of the Company shall be electronic public notice. However, if public notice cannot be made using electronic public notice for unavoidable reasons, listings shall be made in the Nihon Keizai Shimbun.

Chapter II. Shares

(Total number of shares authorized to be issued)

Article 5.

The total number of shares authorized to be issued by the Company shall be five hundred million (500,000,000) shares.

(Acquisition of the Company's own shares)

Article 6.

The Company may acquire its own shares by the resolution of the Board of Directors through market trading etc. in accordance with the provision of Article 165, Paragraph 2 of the Company Law.

(Number of shares constituting one unit)

Article 7.

The number of shares to constituting one unit of shares of the Company shall be one hundred (100) shares.

(Rights with respect to shares constituting less than one unit)

Article 8.

A shareholder may not exercise rights with respect to shares constituting less than one unit other than those specified in the following sections:

  1. Right specified in each item of Article 189, Paragraph 2 of the Company Law.
  2. Right to make requests to the Company provided for in Article 166, Paragraph 1 of the Company Law.
  3. Right to receive share subscription or to receive allotment of stock acquisition rights in accordance with the number of shares held by the shareholder.
  4. Right to request sale of shares constituting less than one unit to the Company.

(Purchase by a shareholder of shares constituting less than one unit)

Article 9.

A shareholder who has shares constituting less than one unit may request the Company to sell to him/her such number of shares as, together with the shares constituting less than one unit held by him/her, would constitute one unit of shares in accordance with the Share Handling Regulations.

(Registrar of shareholders)

Article 10.

  1. The Company shall have a registrar of shareholders.
  2. The registrar of shareholders and its business office shall be selected by resolution of the Board of Directors and public notice shall be given of such matters.
  3. Preparation and retention of the register of shareholders and the ledger of stock acquisition rights of the company, as well as any other business with respect to the register of shareholders and ledger of stock acquisition rights of the Company, shall be entrusted to the registrar of shareholders and shall not be handled by the Company.

(Notification by shareholders etc.)

Article 11.

  1. Shareholders, registered pledgees of shares or their legal agents or representatives shall file notification of their names and addresses through account management institutions such as securities companies and the Japan Securities Depository Center, Inc.
  2. Shareholders and registered pledgees of shares or their legal representatives residing in foreign countries shall file notification of their provisional addresses or their proxies in Japan through account management institutions such as securities companies and the Japan Securities Depository Center, Inc.
  3. The same shall apply when any change occurs in the matters notified under the preceding two paragraphs.

(Share Handling Regulations)

Article 12.

The procedures for changes to matters recorded in the register of shareholders and any other proceedings concerning share handling and fees therefor shall be governed by laws , these Articles of Incorporation, and the Share Handling Regulations.

Chapter III. General Meeting of Shareholders

(Convening)

Article 13.

  1. An ordinary general meeting of shareholders of the Company shall be convened in June in each year.
  2. In addition to the above, and extraordinary general meeting of shareholders shall be convened whenever necessary.

(Record date with respect to ordinary general meeting of shareholders)

Article 14.

The record date with respect to voting rights exercisable at an ordinary general meeting of shareholders of the Company shall be March 31 of each year.

(Convener, chairman)

Article 15.

A general meeting of shareholders shall be convened by the President and Director , who shall preside over such general meeting. In case the President and Director is prevented from so doing, another Director shall act in his/her place in the order previously fixed by the Board of Directors.

(Disclosure via the Internet of the reference documents for a general meeting of shareholders, etc., and the deemed provision of information)

Article 16.

The Company shall be deemed to have provided the shareholders with the necessary information with respect to the matters to be stated or indicated in the reference documents for the general meeting of shareholders, the business reports, the statutory reports and the consolidated statutory reports, by disclosing such information via the Internet in accordance with the ordinance of the Ministry of Justice.

(Resolution)

Article 17.

  1. Except as otherwise provided by laws or by these Articles of Incorporation, all resolutions at a general meeting of shareholders shall be adopted by a majority of the votes of the shareholders with voting rights present.
  2. Resolutions provided for in Paragraph 2 of Article 309, of the Company Law shall be adopted by two-thirds (2/3) or more of the votes of the shareholders present who hold one-third (1/3) or more of the total number of voting rights of shareholders with voting rights.

(Exercise of voting rights by proxy)

Article 18.

A shareholder may exercise his/her votes by proxy who shall be one (1) other shareholder of the Company entitled to vote; provided, however, that such shareholder or proxy must file with the Company a document evidencing the power of representation.

Chapter IV. Directors, the Board of Directors and Executive Officers

(Number)

Article 19.

The number of Directors of the Company shall not exceed ten (10).

(Election)

Article 20.

  1. Resolutions for the election of Directors shall be adopted at a general meeting of shareholders at which shareholders holding one-third (1/3) or more of the total number of voting rights of shareholders with voting rights shall be present, by a majority vote of the shareholders present.
  2. No cumulative voting shall be used for the election of Directors.

(Term of office)

Article 21.

The term of office of Directors shall expire at the close of the ordinary general meeting of shareholders relating to the last business year ending within one (1) year after their election to office.

(Remuneration etc.)

Article 22.

The amount of remuneration, bonuses and any other proprietary benefits to be granted to Directors by the Company in consideration of their performance of duty (hereinafter referred to as "remuneration etc.") shall be determined by a resolution of a general meeting of shareholders.

(Limited liability agreements with Outside Directors)

Article 23.

The Company may, in accordance with Article 427, Paragraph 1 of Company Law, enter into contracts with Outside Directors to the effect that the liability of the Outside Directors, under Article 423, Paragraph 1 of Company Law shall be limited to either an amount specified in advance by the Company of at least \10 million or the Minimum Liability Amount prescribed in Article 425, Paragraph 1 of Company Law , whichever is higher.

(Board of Directors)

Article 24.

  1. The Company shall have a Board of Directors.
  2. The Board of Directors shall be composed of all Directors and shall decide on matters provided by law or these Articles of Incorporation and matters concerning the execution of important businesses of the Company.

(Convener, chairman)

Article 25.

Meetings of the Board of Directors shall be convened by the Chairman of the Board who shall preside over the meetings. In case the Chairman of the Board is unable to act, or there is no Chairman of the Board, such chairmanship shall be assumed by the President and Director and, if the President and Director is unable to act, by another Director selected in accordance with the order predetermined by the Board of Directors.

(Notice of meeting)

Article 26.

Notice for convening a meeting of the Board of Directors shall be dispatched to each Director and each Audit & Supervisory Board Member three (3) days prior to the date of the meeting; provided, however, that such period of notice may be shortened in case of urgency.

(Resolutions)

Article 27.

  1. Except when there are other provisions by laws or by these Articles of Incorporation, resolutions of the Board of Directors of the Company shall be adopted at its meeting at which a majority in number of the directors who can vote on the resolution shall be present, by a majority of the Directors so present.
  2. When a Director has proposed a matter for the purpose of a resolution of Board of Directors, all of the Directors who can vote on the resolution on said matters shall express their consent to said proposal in writing or by electromagnetic record, and when the Audit & Supervisory Board Members do not raise any objections said proposal shall be deemed to have been adopted by a resolution of the Board of Directors.

(Regulations of the Board of Directors)

Article 28.

Those matters concerning the Board of Directors shall, in addition to those provided by laws or by these Articles of Incorporation, be governed by the provisions of the Regulations of the Board of Directors to be adopted by the resolution of the Board of Directors.

(Representative Directors and Directors with specific titles)

Article 29.

  1. The Board of Directors may elect Representative Directors by resolution.
  2. The Board of Directors may, by resolution, appoint one (1) Chairman of the Board and one (1) President and Director.

(Executive Officers and Officers with specific titles)

Article 30.

  1. The Board of Directors may, by resolution, appoint Executive Officers who shall manage the daily operations entrusted by the Company.
  2. The Board of Directors may, by resolution, appoint one (1) President and Executive Vice Presidents, Senior Managing Executive Officers and Managing Executive Officers.

Chapter V. Audit & Supervisory Board Members and Audit & Supervisory Board

(Audit & Supervisory Board Members)

Article 31.

The Company shall have Audit & Supervisory Board Members.

(Number)

Article 32.

The number of Audit & Supervisory Board Members of the Company shall not exceed five (5).

(Election)

Article 33.

Resolutions for the election of Audit & Supervisory Board Members shall be adopted at a general meeting of shareholders at which shareholders holding one-third (1/3) or more of the total number of voting rights of shareholders with voting rights shall be present, by a majority of the votes of the shareholders present.

(Term of office)

Article 34.

The term of office of Audit & Supervisory Board Members shall expire at the close of the ordinary general meeting of shareholders relating to the last business year ending within four (4) years after their election to office; provided, however, that the term of office of a Audit & Supervisory Board Member elected to fill a vacancy created a Audit & Supervisory Board Member who resigned before the end of his/her term of office shall expire at such time as the term of office of his/her predecessor would expire.

(Remuneration etc.)

Article 35.

The amount of remuneration etc. to be granted to Audit & Supervisory Board Members shall be determined by resolution of the general meeting of shareholders.

(Limited liability agreements with Outside Audit & Supervisory Board Members)

Article 36.

The Company may, in accordance with Article 427, Paragraph 1 of Company Law, enter into contracts with Outside Audit & Supervisory Board Members to the effect that the liability of the Outside Audit & Supervisory Board Members, under Article 423, Paragraph 1 of Company Law shall be limited to either an amount specified in advance by the Company of at least \10 million or the Minimum Liability Amount prescribed in Article 425, Paragraph 1 of Company Law, whichever is higher.

(Audit & Supervisory Board)

Article 37.

  1. The Company shall have a Audit & Supervisory Board.
  2. The Audit & Supervisory Board shall be composed of all Audit & Supervisory Board Members and shall decide on matters concerning, in addition to those matters stipulated by laws or by these Articles of Incorporation, the execution of audit to the extent that such decision shall not preclude each Audit & Supervisory Board Member from exercising its own power.

(Notice of meeting)

Article 38.

Notice for convening a meeting of the Audit & Supervisory Board shall be dispatched to each Audit & Supervisory Board Member three (3) days prior to the date of the meeting; provided, however, that such period of notice may be shortened in case of urgency.

(Resolutions)

Article 39.

Resolutions of the Audit & Supervisory Board shall be adopted at its meeting by a majority of all the Audit & Supervisory Board Members unless otherwise provided by laws.

(Regulations of the Audit & Supervisory Board)

Article 40.

Those matters concerning the Audit & Supervisory Board shall, in addition to those provided by laws or by these Articles of Incorporation, be governed by the provisions of the Regulations of the Audit & Supervisory Board to be adopted by the resolution of the Audit & Supervisory Board.

(Standing Audit & Supervisory Board Members, Senior Audit & Supervisory Board Members)

Article 41.

  1. The Audit & Supervisory Board shall elect by resolution one or more Audit & Supervisory Board Members (Standing).
  2. The Audit & Supervisory Board may appoint by resolution one or more Senior Audit & Supervisory Board Members.

Chapter VI. Accounting Audit & Supervisory Board Members

(Accounting Audit & Supervisory Board Members)

Article 42.

  1. The Company shall have Accounting Audit & Supervisory Board Members.
  2. Based on matters provided by laws, the Accounting Audit & Supervisory Board Members shall perform audits of the Statutory Reports and supplementary schedules, Extraordinary Statutory Reports and Consolidated Statutory Reports of the Company, and prepare Audit Reports.

(Election)

Article 43.

The Accounting Audit & Supervisory Board Members shall be elected by resolution of a general meeting of shareholders.

(Term of office)

Article 44.

The term of office of Accounting Audit & Supervisory Board Members shall expire at the close of the ordinary general meeting of shareholders relating to the last business year ending within one (1) year after their election to office. Unless otherwise decided by ordinary general meeting of shareholders mentioned above, Accounting Audit & Supervisory Board Members are deemed to be reelected.

(Remuneration etc.)

Article 45.

The amount of remuneration etc. to be granted to Accounting Audit & Supervisory Board Members shall be determined by Representative Directors with consent of the Audit & Supervisory Board.

Chapter VII. Advisers

(Advisers)

Article 46.

The Board of Directors may appoint by resolution one or more Advisers.

Chapter VIII. Accounts

(Business year and closing of accounts)

Article 47.

The business year of the Company shall commence on April 1 of every year and end on March 31 of the following year.

(Record date for distribution of surplus)

Article 48.

The record date for distribution of surplus of the Company (hereinafter referred to as "year-end dividends") shall be March 31 of each year.

(Interim dividends)

Article 49.

The Company may, by resolution of the Board of Directors, pay interim dividends provided for in Article 454, Paragraph 5 of the Company Law, using September 30 in each year as the Date of Record.

(Period of limitations)

Article 50.

If any year-end dividend or interim dividend that are to be paid in cash remains unreceived upon expiration of three (3) full years from the day such dividend became due and payable, the Company shall be relieved of the obligation to pay such dividend.

PAGE TOP
PAGE TOP