Articles of Incorporation

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.

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

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.

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.

The number of shares to constituting one unit of shares of the Company shall be one thousand (1,000) shares.

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.

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.

• The Company shall have a registrar of shareholders.
• 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.
• 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.

• 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.
• 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.
• The same shall apply when any change occurs in the matters notified under the preceding two paragraphs.

• 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.

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.

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.

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.

• 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.
• 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.

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.

• 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.
• No cumulative voting shall be used for the election of Directors.

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.

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.

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.

• The Company shall have a Board of Directors.
• 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.

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

• 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.
• 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 Statutory Auditors do not raise any objections said proposal shall be deemed to have been adopted by a resolution of the Board of Directors.

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.

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

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

The number of Statutory Auditors of the Company shall not exceed five (5).

Resolutions for the election of Statutory Auditors 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.

The term of office of Statutory Auditors 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 Statutory Auditor elected to fill a vacancy created a Statutory Auditor 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.

The amount of remuneration etc. to be granted to Statutory Auditors shall be determined by resolution of the general meeting of shareholders.

The Company may, in accordance with Article 427, Paragraph 1 of Company Law, enter into contracts with Outside Corporate Auditors to the effect that the liability of the Outside Corporate Auditors, 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.

• The Company shall have a Board of Auditors.
• The Board of Auditors shall be composed of all Statutory Auditors 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 Statutory Auditor from exercising its own power.

Notice for convening a meeting of the Board of Auditors shall be dispatched to each Statutory Auditor 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 of the Board of Auditors shall be adopted at its meeting by a majority of all the Statutory Auditors unless otherwise provided by laws.

Those matters concerning the Board of Auditors 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 Auditors to be adopted by the resolution of the Board of Auditors.

• The Board of Auditors shall elect by resolution one or more Standing Statutory Auditors.
• The Board of Auditors may appoint by resolution one or more full-time Statutory Auditors.

The Accounting Auditors shall be elected by resolution of a general meeting of shareholders.

The term of office of Accounting Auditors 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 Auditors are deemed to be reelected.

The amount of remuneration etc. to be granted to Accounting Auditors shall be determined by Representative Directors with consent of the Board of Auditors.

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

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.

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.