Articles of Incorporation

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CHAPTER I GENERAL PROVISONS

Article 1 (Trade Name)

This Corporation shall be named as “Nabtesco Kabushiki Kaisha” to be expressed in English as “Nabtesco Corporation”.

Article 2 (Objectives)

1. The Corporation has its objectives to operate following businesses and to control and manage business activities of other companies that operate businesses as below and foreign companies that operate the businesses equivalent to the businesses as below by means of acquiring the stocks or holding the shares thereof.

1. Design, manufacture, sale, maintenance and repair of brake system, automatic door operators, coupling devices and safety equipment used for railway carriage as well as parts thereof;
2. Design, manufacture, sale, maintenance and repair of brake system, running control gears, automatic door operators, devices for purifying exhaust gases and other various kinds of safety equipment used for automobiles as well as parts thereof;
3. Design, manufacture, sale, maintenance and repair of parts used for aircrafts;
4. Design, manufacture, sale, maintenance and repair of parts used for industrial robots;
5. Design, manufacture, sale, maintenance and repair of manufacturing equipment for semiconductor as well as parts thereof;
6. Design, manufacture, sale, maintenance and repair of manufacturing equipment used for liquid crystal substrates as well as parts thereof;
7. Design, manufacture, sale, maintenance and repair of machinery and equipment for construction as well as parts thereof;
8. Design, manufacture, sale, maintenance and repair of marine control system and fire-fighting facilities as well as parts thereof;
9. Design, manufacture, sale, installation, maintenance and repair of automatic door operators used for buildings and general industrial applications as well as parts thereof; well as parts thereof;
10. Design, manufacture, sale, maintenance and repair of equipment for elevators as well as parts thereof;
11. Design, manufacture, sale, maintenance and repair of machinery and equipment used for wind power generators as well as parts thereof;
12. Design, manufacture, sale, installation, maintenance and repair of equipment, parts and attachments for producing 3 dimension solid prototype;
13. Development and sale of chemicals used for equipment in producing 3 dimension solid prototype;
14. Design, manufacture, sale, maintenance and repair of heat exchangers as well as parts thereof;
15. Design, manufacture, sale, installation, maintenance and repair of machines and equipment for forming a vacuum as well as parts thereof;
16. Design, manufacture, sale, installation, maintenance and repair of machinery for food processing
17. Design, manufacture, sale, installation, maintenance and repair of packaging machinery as well as parts thereof;
18. Design, manufacture, sale, maintenance and repair of equipment for weighing and calculating as well as parts thereof;
19. Design, manufacture, sale, installation, maintenance and repair of manufacturing machine as well as parts thereof;
20. Design, manufacture, sale, installation, maintenance and repair of swaging machines as well as parts thereof;
21. Design, manufacture, sale, installation, maintenance and repair of textile machinery as well as parts thereof;
22. Design, manufacture, sale and installation of metal fixtures and various kinds of building-use ironware.
23. Design, manufacture, sale, installation, maintenance and repair of automatic assembly machines and control systems for general industrial equipment such as connecting pipes of general industrial equipment therefor as well as parts thereof;
24. Design, manufacture, sale, installation, maintenance and repair of multi-storied parking devices, fire and smoke prevention and smoke removing apparatus and equipment, and safety equipment for platforms as well as parts thereof;
25. Design, manufacture, sale, maintenance and repair of welfare-care products, home-care medical equipment and other medical devices and equipment as well as parts thereof;
26. Design, manufacture, sale, installation, maintenance and repair of general industrial machinery as well as parts thereof;
27. Design, manufacture, sale, maintenance and repair of machinery and equipment not included in preceding paragraphs.
28. Design, manufacture, sale, installation, maintenance and repair of computer, peripherals thereof and communications equipment;
29. Design, manufacture, sale, installation, maintenance and repair of computer and software for peripherals thereof;
30. Import/export related to preceding paragraphs.
31. Undertaking for construction work such as installation of machinery and equipment, construction of fire-fighting facilities and construction for fixtures;
32. Chemical analysis of water and air pollution etc. and measurement and certification with respect to environment;
33. Design, construction and administration of civil engineering, architecture, and other constructions;
34. Management consulting business;
35. Lease and rental business for various machinery and equipment;
36. Development of computer and software for peripherals thereof, rendering service with respect to utilization thereof and consulting services for computer;
37. General insurance agency and soliciting for life insurance;
38. Sale, purchase, lease, intermediation and management of real estate;
39. Investment for businesses with intention other than those purposes of preceding paragraphs when needed due to operational requirements;
40. Any other businesses related to any of the preceding paragraphs.

2. The Corporation may operate all other businesses incidental and relating to the preceding paragraphs (1) through (40) above.

Article 3 (Location of the Head Office)

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

Article 4 (Organizations, etc.)

The Corporation shall have the following organizations and positions in addition to the General Meeting of Shareholders and the Directors.

1. Board of Directors
2. Corporate Auditors
3. Board of Corporate Auditors
4. Accounting Auditors

Article 5 (Method of Public Notification)

Public Notices of the Corporation shall be electronically given, however, in the event that such public notice is unable to be made due to accident or any other unavoidable reasons, the public notice shall be given in the Nihon Keizai Shinbun.。

CHAPTER II SHARES

Article 6 (Total Number of Issuable Shares)

The total number of shares that the Corporation may issue shall be four hundred million (400,000,000).

Article 7 (Issuance of Share Certificates)

The Corporation shall issue share certificates for its shares.

Article 8 (Acquisition of Treasury Stock)

The Corporation may, in accordance with a resolution of the Board of Directors, purchase its own stock pursuant to Article 165, Paragraph 2 of the Company Act.

Article 9 (Number of Shares Constituting One Full Unit of Stock and Non-issuance of a Certificate for Non-Unit-Shares)

1. The number of shares constituting one full unit of stock of the Corporation shall be one thousand (1,000).

2. Except as otherwise provided for in the Share Handling Regulations stipulated by the Board of Directors, the Corporation shall not issue any certificate for shares constituting less than one full unit (hereinafter referred to as “Non-Unit-Shares”).

Article 10 (Rights of Shareholders Holding Non-Unit-Shares)

A shareholder (including a beneficial shareholder, hereinafter the same definition is applicable) holding Non-Unit-Shares shall not be allowed to exercise any rights other than those mentioned below in connection with such Non-Unit-Shares;

1. Rights provided for in each Items of Paragraph 2, Article 189 of the Company Act.
2. Rights to receive the allotment of offered shares and offered stock option rights of the Corporation in proportion to the number of shares held by the shareholder; or
3. Right to make a request as provided for in Article 11 hereof.

Article 11 (Request for Additional Purchase of Non-Unit-Shares)

A shareholder holding Non-Unit-Shares may request the Corporation to sell to the shareholder such a number of shares that will, when aggregated with the Non-Unit-Shares, constitute one full unit of stock.

Article 12 (Share Registrar)

1. The Corporation shall appoint a share registrar with respect to its shares.

2 The share registrar and its handling office shall be designated by a resolution of the Board of Directors.

3. The register of shareholders (including the register of beneficial shareholders, hereinafter the same definition is applicable), the register of option holders and the register of lost share certificates of the Corporation shall be prepared and kept by the share registrar on consignment from the Corporation. The Corporation shall also entrust the share registrar with other business pertaining to the register of shareholders, the register of stock option right holders and the resister of lost share certificates of the Corporation. The Corporation itself shall not handle the above matters directly.

Article 13 (Share Handling Regulations)

The business and handling charge, etc., pertaining to shares of the Corporation shall be governed by the relevant laws and regulations, these Articles of Incorporation as well as the Share Handling Regulations as adopted or amended by a resolution of the Board of Directors.

CHAPTER III GENERAL MEETINGS OF SHAREHOLDERS

Article 14 (Time and Venue of Convocation)

1. The Ordinary General Meeting of Shareholders shall be convened in June each year, and an Extraordinary General Meeting of Shareholders may be convened whenever necessary.

2. The General Meeting of Shareholders shall be convened in any of the Wards of Tokyo.

Article 15 (Record Date of Ordinary General Meeting of Shareholders)

The Corporation shall deem March 31 of a given year to be the reference date of creation of voting right at the Ordinary General Meeting of Shareholders.

Article 16 (Convocator of Meetings and the Chairperson)

The President previously determined by a resolution of the Board of Directors shall convene the General Meetings of Shareholders and act as the chairman thereof. Provided, however, that when such President is unable to act, another Director, who shall be elected in accordance with an order of priority previously determined by a resolution of the Board of Directors of the Corporation, shall convene such General Meetings and act as chairperson thereof.

Article 17 (Internet Disclosures and Deemed Provision of Reference Documents for General Meetings of Shareholders)

The Company may be deemed to have provided the shareholders with the information regarding matters to be entered or presented in the reference documents for the General Meeting of Shareholders, business report, and financial statements including consolidated financial statements required to be given to the shareholders upon the convocation of the General Meeting of Shareholders by disclosing such information via the Internet in accordance with the regulation enacted by the Department of Justice.

Article 18 (Method of Adopting Resolutions)

1. Except as otherwise provided for by relevant laws or by these Articles of Incorporation, all resolutions of a General Meeting of the Shareholders shall be adopted by a majority of voting rights held by the attending shareholders having rights to exercise voting rights.

2. Notwithstanding the preceding paragraph, resolutions to be adopted pursuant to Paragraph 2, Article 309 of the Company Act may be adopted by not less than two-thirds (2/3) of the of voting rights held by the attending shareholders having rights to exercise voting rights at the General Meeting of Shareholders the quorum for which shall be the presence of shareholders who hold not less than one-third (1/3) of the total voting rights exercisable for such meeting.

Article 19 (Exercise of Voting Rights by Proxy)

A shareholder or a legal representative of a shareholder may appoint one attending shareholder who may exercise the voting rights as its proxy. Provided, however, that a document evidencing the authority of such proxy must be filed with the Corporation for each General Meeting of the Shareholders.

Article 20 (Minutes)

The substance of the proceedings and the results at a General Meeting of Shareholders and other matters provided for by laws and regulations shall be recorded in the minutes.

CHAPTER IV 　DIRECTORS AND BOARD OF DIRECTORS

Article 21 (Number of Directors)

The Corporation shall have no more than ten (10) Directors.

Article 22 (Election of Directors)

1. The Directors shall be elected at a General Meeting of the Shareholders.

2. Resolutions for election of the Directors shall be adopted by majority of the voting right held by the attending shareholders having rights to exercise the voting rights at the General Meeting of Shareholders the quorum for which shall be the presence of shareholders who hold not less than one-third (1/3) of the total voting rights exercisable for such meeting.

3. With respect to the resolutions for the election of the Directors, no cumulative voting shall be permitted.

Article 23 (Term of Office of the Directors)

The term of office of the Directors shall expire at the closing of the Ordinary General Meeting of Shareholders to be held for the last fiscal year of the Corporation ending within one (1) year after their appointment.

Article 24 (Election of Representative Directors and Executive Directors)

1. The Corporation shall, by a resolution of the Board of Directors, elect one or more Directors who shall represent the Corporation.

2. The Corporation may, by a resolution of the Board of Directors, appoint one Chairman of the Board, one President and one or more Vice-Presidents, Senior Managing Directors and Junior Managing Directors.

Article 25 (Deemed Resolution of the Board of Directors)

If all the Directors unanimously express their consent in writing or by electronic device to a matter to be resolved by the Board of Directors and any Auditor does not make any objection thereto, such matter shall be deemed to have been adopted by a resolution of the Board of Directors.

Article 26 (Remuneration, etc. of the Directors)

The Corporation shall determine the remuneration, bonus and other financial benefits to be paid to the Directors in consideration of the performance of their duties (hereinafter referred to as the “Remuneration, etc.”) by a resolution of the General Meeting of Shareholders.

Article 27 (Exemption of Directors from Liabilities)）

The Corporation may, by a resolution of the Board of Directors, exempt the Directors (including former Directors) from the liabilities as provided for in Paragraph 1, Article 423 of the Company Act within the limitation permitted by the relevant laws and regulations when deemed necessary in view of the details on a factual basis for of liabilities as facts, performance condition and other situations wherever they act in good faith and without gross negligence.

Article 28 (Liability Limitation Agreement with External Directors)

The Corporation may enter into an agreement with External Directors that the limitation of their liabilities as provided for in Paragraph 1, Article 423 of the Company Act shall be either 10 million yen or total amount stipulated by relevant laws and regulations, whichever is higher, wherever they act in good faith and without gross negligence.

Article 29 (Notice of the Convocation of the Board of Directors)

1. Notice of a meeting of the Board of Directors shall be sent to each Director and each Corporate Auditor at least three (3) days prior to the meeting. Provided, however, that in cases of urgency, such a period may be shortened.

2. Should the Corporation obtain the consent of all Directors and Corporate Auditors, the Corporation may hold a meeting of the Board of Directors without taking the procedure of convocation.

Article 30 (Regulations of the Board of Directors)

The matters with respect to the Board of Directors shall be subject to the Regulations of the Board of Directors established by it.

CHAPTER V CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS

Article 31 (Number of Corporate Auditors)

1. The Corporation shall have no more than five (5) Corporate Auditors.

2. In the event of a vacancy among the Corporate Auditors, the Corporation may leave the vacancy unfilled wherever the number of Corporate Auditors available meet the number legally required even in case of vacancy thereof and may thus be considered to be able to carry on their duties without disruption.

Article 32 (Election of Corporate Auditors)

1. Corporate Auditors shall be elected at the General Meetings of the Shareholders.

2. Resolutions for election of the Corporate Auditors shall be adopted by majority of the voting right held by the attending shareholders having rights to exercise the voting rights at the General Meeting of Shareholders the quorum for which shall be the presence of shareholders who hold not less than one-third (1/3) of the total voting rights exercisable for such meeting.

Article 33 (Term of Office of Corporate Auditors)

1. The term of office of Corporate Auditors shall expire at the closing of the Ordinary General Meeting of Shareholders to be held for the last fiscal year of the Corporation ending within four (4) years after their appointment.

2. Any Corporate Auditors elected to fill a vacancy of resigned Corporate Auditor shall remain in office until the expiration of the term of office of such resigned Corporate Auditor.

Article 34 (Full-Time Corporate Auditors)

Full-Time Corporate Auditors shall be elected by the Board of Auditors by its resolution.

Article 35 (Remuneration, etc. of Corporate Auditors)

The Corporation shall determine the remuneration, etc. of Corporate Auditors by a resolution of the General Meeting of Shareholders.

Article 36 (Exemption of Corporate Auditors from Liabilities)

The Corporation may, by a resolution of the Board of Directors, exempt Corporate Auditors from liabilities as provided for in Paragraph 1, Article 423 of the Company Act within the limitation permitted by the relevant laws and regulations when deemed necessary in view of details on a factual basis for liabilities , performance condition and other situations wherever they act in good faith and without gross negligence.

Article 37 (Liability Limitation Agreement with External Auditors)

The Corporation may enter into an agreement with External Auditors that the limitation of their liabilities as provided for in Paragraph 1, Article 423 of the Company Act shall be either 10 million yen or total amount stipulated by relevant laws and regulations, whichever is higher, wherever they act in good faith and without gross negligence.

Article 38 (Notice of Convocation of the Board of Corporate Auditors)

1. Notice of a meeting of the Board of Corporate Auditors shall be sent to each Corporate Auditor at least three (3) days prior to date of the meeting. Provided, however, that in case of urgency, such a period may be shortened.

2. Should the Board obtain the consent of all Corporate Auditors, the Board may hold the meeting of the Board of Corporate Auditors without the procedure of convocation.

Article 39 (Regulations of the Board of Corporate Auditors)

The matters with respect to the Board of Corporate Auditors shall be subject to the Regulations of the Board of Corporate Auditors established by it.

CHAPTER VI ACCOUNTING AUDITORS

Article 40 (Election of Accounting Auditors)

Accounting Auditors shall be elected at the General Meeting of Shareholders.

Article 41 (Term of Office of Accounting Auditors)

1. The term of office of Accounting Auditors shall expire at the closing of the Ordinary General Meeting of Shareholders to be held for the last fiscal year of the Corporation ending within one (1) after their appointment.

2. An Accounting Auditor shall be deemed to have been reappointed at the General Meeting of Shareholders referred to in the preceding Paragraph, unless where otherwise resolved thereat.

CHAPTER VII CORPORATE EXECUTIVE OFFICERS AND THE BOARD OF CORPORATE EXECUTIVE OFFICERS

Article 42 (Corporate Executive Officer)

The Corporation may place Corporate Executive Officers as a position in order to operate the business in a professional manner in line with decision of the Board of Directors.

Article 43 (Election of Corporate Executive Officers)

Corporate Executive Officers shall be appointed by a resolution of the Board of Directors.

（Article 44 (Term of Office of Corporate Executive Officer)

1. The term of office of Corporate Executive Officers shall be one (1) year.

2. The Board of Directors may dismiss Corporate Executive Officer in the middle of their term of office.

Article 45 (Remuneration, etc. of Corporate Executive Officers)

The Corporation shall determine the remuneration, etc. of Corporate Executive Officers by a resolution of the Board of Directors.

Article 46 (Regulations of the Corporate Executive Director and the Board of Corporate Executive Officers)

The matters with respect to Corporate Executive Officers and the Board of Corporate Executive Officers shall be subject to the Regulations of the Corporate Executive Directors and the Board of Corporate Executive Officers established by the Board of Directors.

CHAPTER VIII ACCOUNTS

Article 47 (Fiscal Year and Closing of Accounts)

The fiscal year of the Corporation shall be one (1) year commencing on April 1 of each year and shall end on March 31 of the following year.

Article 48 (Base Date for Dividends on Retained Earnings)

The base date for the year-end dividends of the Corporation shall be March 31 of each year.

Article 49 (Interim Dividends)

The Corporation may, by a resolution of the Board of Directors, pay interim dividends on September 30 of each year as a base date.

Article 50 (Limited Period for Payment of Dividends, etc.)

When the dividends or interim dividends are paid in cash, the Corporation shall be exempted from paying any of them after full of five (5) years have elapsed from the commencement date of payment thereof.

Share Handling Regulations

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CHAPTER I GENERAL PROVISIONS

Article 1 (Purpose)

The handling of share certificates of Nabtesco Corporation (hereinafter referred to as “the Corporation”) and fees therefor shall be governed by these Regulations in accordance with Article 13 of the Articles of Incorporation. Provided, however, that the handling of beneficial shareholders shall be governed by the provisions as prescribed by Japan Securities Depository Center, Inc. (hereinafter referred to as “JASDEC”) as well as by these Regulations.

Article 2 (Share Registrar)

The Corporation’s share registrar, its handling office and liaison offices shall be as follows:

Share Registrar:
The Chuo Mitsui Trust and Banking Corporation, Limited 33-1, Shiba 3-chome, Minato-ku, Tokyo

Handling Office:
The Chuo Mitsui Trust and Banking Company, Limited Head Office 33-1, Shiba 3-chome, Minato-ku, Tokyo

Liaison Offices:
All branch offices in Japan of the Chuo Mitsui Trust and Banking Company Head Office and all branch offices in Japan of Japan Securities Agents, Ltd.

Article 3 (Denomination of Share Certificates)

1. Share certificates to be issued by the Corporation shall be in two (2) denominations of one thousand (1,000) shares and ten thousand (10,000) shares.

2. Shareholders may not request the issuance of share certificates representing any number of Non-Unit-Shares provided for in Article 9 of the Articles of Incorporation.

Article 4 (Request, Notification, Etc.)

1. All requests, notifications and other procedural matters pertaining to the business assigned by the Corporation to the share registrar shall be made to the share registrar.

2. All requests, notifications, proposals or applications pursuant to these Regulations shall be made in the written form prescribed by the Corporation bearing the seal impressions notified pursuant to the provisions of Article 13 hereof.

3. If any request, notification, proposal or application as described in the preceding paragraph is made by a proxy or requires consent of a protector (hosanin) or an assistant (hojonin), a document evidencing the authority of such proxy or such consent, as applicable, shall be submitted.

CHAPTER II ENTRIES OF RECORDS, ETC.
IN REGISTER OF SHAREHOLDERS

Article 5 (Registration of Transfer)

1. In the case of a request for entries or records in the register of shareholders (hereinafter, “Registration of Transfer”), a written request therefor shall be submitted together with the share certificates concerned bearing the name of the person requesting the Registration of Transfer.

2. If a request for the Registration of Transfer is made with respect to the shares acquired for any reason other than assignment, in addition to the procedure provided for in the preceding paragraph, written evidence of such acquisition shall be submitted. Provided, however, that if no share certificates for such shares have been issued, the submission of share certificates shall not be required.

Article 6 (Registration of Transfer Where Special Procedures are Required by Laws and Regulations)

If any special procedure is required to be followed by laws and regulations with respect to the transfer of shares, a written request therefor shall be submitted together with the share certificates concerned and a document evidencing the completion of such procedure.

Article 7 (Entry, Etc. in Register of Beneficial Shareholders)

Entries or records in the register of beneficial shareholders shall be made pursuant to relevant notices provided by and using the beneficial shareholder’s form designated by JASDEC.

Article 8 (Submission of Beneficial Shareholder’s Form)

A beneficial shareholder shall submit the beneficial shareholder’s form through a securities company or other institution that has an account with JASDEC (hereinafter, “Participant”).

Article 9 (Aggregation)

If a shareholder entered or recorded in the register of shareholders and a beneficial shareholder entered or recorded in the register of beneficial shareholders are identified as the same person according to the address and name, the number of shares of each of such shareholders shall be aggregated with respect to the exercise of the shareholder's rights.

CHAPTER III REGISTRATION OF PLEDGES

Article 10 (Registration of Pledges and Cancellation Thereof)

In the case of a request for the registration of pledges on shares or transfer or cancellation thereof, a written request therefor bearing the signatures of the pledgor and the pledgee affixed thereto shall be submitted together with the share certificates concerned bearing the name of the pledgee.

CHAPTER IV NON-POSSESSION OF SHARE CERTIFICATES

Article 11 (Application for Non-Possession of Share Certificates)

In the case of an application for non-possession of share certificates, written application therefor shall be submitted together with the share certificates concerned. Provided, however, that if no share certificates have been issued, the submission of share certificates shall not be required.

Article 12 (Request for Delivery of Share Certificates Placed in Non-Possession Status)

If a shareholder who previously applied for non-possession of share certificates subsequently requests the issuance or redelivery of such share certificates, a written request therefor shall be submitted.

CHAPTERS V NOTIFICATIONS

Article 13 (Notification of Address, Name and Seal Impression)

1. Shareholders, beneficial shareholders and registered pledgees or their statutory agents shall notify the Corporation of their addresses, names and seal impressions. Provided, however, that foreigners from countries where signatures are used for official matters may substitute their specimen signatures for seal impressions.

2. The same shall apply to changes in the matters notified pursuant to the preceding paragraph.

Article 14 (Notification of Mailing Addresses in Japan for Nonresident Shareholders, Etc.)

1. Shareholders, beneficial shareholders and registered pledgees or their statutory agents not residing in Japan shall, in addition to the procedures provided for in the preceding article, either appoint their standing proxies in Japan or designate their mailing addresses in Japan for receiving notices and notify the Corporation thereof.

2. The provisions of the preceding article shall apply mutatis mutandis to standing proxies.

Article 15 (Representative of Corporate Shareholder)

1. If a shareholder or beneficial shareholder is a corporation, one (1) representative of such corporation shall be notified.

2. In the event of a change of the representative notified pursuant to the preceding paragraph, written notification thereof shall be submitted together with a certified copy of the commercial register.

Article 16 (Notification of Representative of Co-owners)

1. Shareholders or beneficial shareholders who co-own shares shall appoint one (1) representative on their behalf and submit a notification thereof.

2. The same shall apply to changes in the representative.

Article 17 (Change in Entries in the Register of Shareholders and in the Register of Beneficial Shareholders, and in the Indication on Share Certificates)

In the case of any change in entries in the register of shareholders or in the register of beneficial shareholders and in the indication on share certificates for any of the following reasons, written notification thereof shall be submitted together with the share certificates concerned and a document evidencing the relevant fact. Provided, however, that if no share certificates have been issued or in the event of any change in entries in the register of beneficial shareholders, the submission of share certificates shall not be required.

1. Change in family name or given name
2. Change in a person in parental authority, a guardian (koukennin) and any other statutory agents
3. Change in trade name or corporate name
4. Change in corporate organization

Article 18 (Exception to Notification by Beneficial Shareholders)

If a beneficial shareholder makes a notification provided for in this chapter, such notification shall be made through the Participant. Provided, however, that a change of the notified seal impression shall not require to be notified through the Participant.

CHAPTER VI REISSUANCE OF SHARE CERTIFICATES

Article 19 (Reissuance of Share Certificates due to a Split or Consolidation of Shares)

1. In the case of a request for the issuance of new share certificates due to split or consolidation of shares, a written request therefor shall be submitted together with the share certificates concerned.

2. Shareholders may not request the issuance of share certificates representing any number of Non-Unit-Shares resulting from a split or consolidation of shares.

Article 20 (Reissuance Due to Mutilation or Defacement)

In the case of a request for the reissuance of share certificates due to mutilation or defacement, a written request therefor shall be submitted together with the share certificates concerned. Provided, however, that if it is difficult to ascertain the authenticity of such share certificates, the provisions of Article 22 through Article 25 shall apply.

Article 21 (Reissuance Due to Completion of Columns for Entry)

When the column on a share certificate listing acquirers thereof reaches capacity, the Corporation shall collect the certificate and issue a new one.

CHAPTER VII REGISTRATION OF LOST SHARE CERTIFICATES, ETC.

Article 22 (Request for Registration of Lost Share Certificates)

A person requesting registration of lost share certificates shall so request by submitting a written request therefor together with a document evidencing the fact of having acquired the share certificates concerned, a document evidencing the fact of losing the share certificates concerned and a document for identification of the requesting person. Provided, however, that if the person requesting the registration of lost share certificates is the registered shareholder or registered pledgee of the share certificates concerned, only a document evidencing the fact of losing the share certificates concerned shall be required to be submitted with the written request.

Article 23 (Application for Cancellation by Registrant of Lost Share Certificates)

If a registrant of lost share certificates applies for cancellation of the registration for lost share certificates made pursuant to the preceding article, written application therefor shall be submitted.

Article 24 (Application for Cancellation by Person Possessing Share Certificates)

If a person who possesses the share certificates for which registration of lost share certificates is made applies for cancellation of such registration of lost share certificates, written application shall be submitted together with the share certificates concerned and a document for identification of the applicant. Provided, however, that in the case of an application by the shareholder or registered pledgee of the share certificates concerned, a document for identification of such person shall not be required.

Article 25 (Application of Notifications mutatis mutandis)

If a registrant of lost share certificates is not the shareholder or registered pledgee of the share certificates concerned, the provisions of Article 13 through Article 18 hereof shall apply mutatis mutandis to the case of any change in entries or records in the register of lost share certificates.

CHAPTER VIII PURCHASE OF NON-UNIT-SHARES

Article 26 (Method of Request for Purchase of Non-Unit-Shares)

1. A person requesting the Corporation to purchase Non-Unit-Shares shall so request by submitting a written request therefor together with the share certificates concerned. Provided, however, that if no share certificates have been issued, the submission of share certificates shall not be required.

2. If a beneficial shareholder makes a request provided for in the preceding paragraph, such request shall be made through the Participant and JASDEC.

Article 27 (Determination of Purchase Price)

1. The unit price for the purchase of Non-Unit-Shares shall be the amount equivalent to the closing price per share of the shares of the Corporation as reported by the Tokyo Stock Exchange on the day on which a written request for purchase provided for in the preceding article hereof reaches the handling office or any of the liaison offices of the share registrar. Provided, however, that if there is no trading of the stock of the Corporation effected on such day or if the Tokyo Stock Exchange is closed on such day, the unit price for purchase of Non-Unit-Shares shall be the amount equivalent to the first trading price per share effected thereafter.

2. The purchase price for Non-Unit-Shares to be purchased by the Corporation shall be the amount obtained by multiplying the unit price for the purchase of Non-Unit-Shares by the number of such Non-Unit-Shares.

Article 28 (Payment of the Purchase Amount)

1. The Corporation shall pay to the person who requested for the purchase of Non-Unit-Shares by the Corporation the amount obtained by deducting the handling fees set forth in Article 40 hereof from the purchase price for Non-Unit-Shares to be purchased by the Corporation as calculated pursuant to the preceding article (hereinafter, “Purchase Amount”) within six (6) business days commencing on the day immediately following the day on which the purchase price is determined and at the place where a request for purchase is made unless the Corporation otherwise determines. Provided, however, that if the purchase price is a cum-right price inclusive of the right to receive dividends from retained earnings or shares arising from a stock split, etc., such purchase price shall be paid by the record date for such dividend payment or issuance of new shares.

2. The person who requested the purchase of Non-Unit-Shares may request that the Purchase Amount be paid by bank transfer to an account designated by him or her or in cash by transfer to Japan Post Bank.

Article 29 (Transfer of Title to Shares Purchased)

The title to the Non-Unit-Shares for which a request for purchase by the Corporation is made shall transfer to the Corporation on the day on which the payment of the Purchase Amount or the procedure therefor as prescribed in the preceding article has been completed.

CHAPTER IX PURCHASE OF ADDITIONAL NON-UNIT-SHARES BY SHAREHOLDERS

Article 30 (Method of Request for Additional Purchase)

1. A shareholder or beneficial shareholder requesting the Corporation to sell to such person shares held by the Corporation in a number that will constitute one (1) full unit of shares when added to the Non-Unit-Shares held by such person (hereinafter, the “Request for Additional Purchase”) shall so request by submitting a written request therefor together with the share certificates concerned and the advance payment for additional purchase as provided for in the following article. Provided, however, that if no share certificates have been issued, the submission of share certificates shall not be required.

2. If a beneficial shareholder makes a request provided for in the preceding paragraph, such request shall be made through the Participant and JASDEC.

Article 31 (Advance Payment for Additional Purchase)

1. The advance payment for additional purchase shall be the amount obtained by multiplying the closing price per share of the shares of the Corporation as reported by the Tokyo Stock Exchange on the business day preceding the day on which a written Request for Additional Purchase reaches the handling office or any of the liaison offices of the share registrant (If no trading of the shares of the Corporation is effected on such day, the closing price on the immediately preceding day of that day, as reported by the Tokyo Stock Exchange) by the number of such Non-Unit-Shares and multiplying the result thereof by 1.3 (one and three-tenths). Any fraction less than one thousand (1,000) yen resulting therefrom shall be rounded up. Provided, however, that the handling of beneficial shareholders’ Requests for Additional Purchase shall be governed by the provisions prescribed by JASDEC.

2. In the case of a Request for Additional Purchase provided for in the preceding article, the Corporation shall not accept any such request if the amount of the advance payment for additional purchase falls short of the amount provided for in the preceding paragraph.

Article 32 (Request for Additional Purchase Exceeding the Balance of Treasury Shares)

If an aggregate number of Non-Unit-Shares for which the Requests for Additional Purchase are made on the same day exceeds the number of treasury shares to be transferred, all requests for additional purchase made on that day shall be treated as null and void.

Article 33 (Effective Date of Request for Additional Purchase)

A Request for Additional Purchase shall come into effect when the relevant documents provided for in Article 30 hereof and the advance payment for additional purchase concerned provided for in Article 31 hereof reach the handling office or any of the liaison offices of the share registrar.

Article 34 (Suspension of Acceptance of Request for Additional Purchase)

1. The Corporation shall suspend acceptance of Requests for Additional Purchase during the period from twelve (12) business days reckoned from March 31 to March 31 of each year, and the period from twelve (12) business days reckoned from September 30 to September 30 of each year.

2. Notwithstanding the provision of the preceding paragraph, the Corporation may separately establish a suspension period for accepting Requests for Additional Purchase as it deems necessary.

Article 35 (Determination of Additional Purchase Price)

1. The unit price for additional purchase shall be the closing price per share of the shares of the Corporation as reported by the Tokyo Stock Exchange on the day on which the Request for Additional Purchase comes into effect. Provided, however, that if there is no trading of the shares of the Corporation effected on such day or if the Tokyo Stock Exchange is closed on such day, the unit price for additional purchase shall be deemed the amount equivalent to the first trading price per share effected thereafter.

2. The additional purchase price shall be the amount equivalent to the amount obtained by multiplying the unit price for additional purchase as provided for in the preceding paragraph by the number of shares requested for additional purchase.

3. If the amount of the advance payment for additional purchase provided for in Article 31 hereof falls short of the amount equivalent to the sum of the additional purchase price provided for in the preceding paragraph and the fees provided for in Article 40 hereof (hereinafter, the “Additional Purchase Amount”), the Corporation shall request payment of the deficiency from the person requesting the additional purchase. In this case, if the deficiency has not been paid within five (5) business days commencing on the day immediately following the day on which the payment thereof was requested, such request for additional payment shall be cancelled.

Article 36 (Receipt of Additional Purchase Amount)

1. The Corporation shall receive the Additional Purchase Amount out of the advance payment for additional purchase on the date designated by the Corporation from among six (6) business days commencing on the day immediately following the day on which the additional purchase price has been determined or the date on which the deficiency provided for in the third paragraph of the preceding article hereof has been paid. Provided, however, that if the additional purchase price is a cum-right price inclusive of the right to receive dividends from retained earnings or new shares pursuant to a stock split, etc., the Additional Purchase Amount shall be received by the record date for such dividend payment or issuance of new shares.

2. The balance obtained by deducting the Additional Purchase Amount provided for in the preceding paragraph from the advance payment for additional purchase shall be returned to the person requesting the additional purchase by bank transfer to an account designated by him or her or in cash by transfer to Japan Post Bank.

Article 37 (Transfer of Title to Shares Additionally Purchased)

The title to the treasury shares for which a Request for Additional Purchase is made shall transfer to the shareholder or beneficial shareholder who made the Request for Additional Purchase on the day on which the Corporation receives the Additional Purchase Amount.

Article 38 (Delivery of Share Certificates)

The Corporation shall, without delay, issue share certificates for the shares which constitute one (1) full unit of shares following the Request for Additional Purchase and deliver such share certificates to the shareholder who made a Request for Additional Purchase, except where a beneficial shareholder makes a Request for Additional Purchase.

CHAPTER X EXERCISE OF SHAREHOLDER’S RIGHTS

Article 39 (Exercise of the Shareholder’s Rights)

1. A shareholder exercising his or her rights as shareholder pursuant to relevant laws and regulations, including the right to request the directors to convene a general meeting of shareholders, the right to require the directors to include a certain proposal in the agenda of the proxy materials, and the right to require the directors to notify other shareholders of the outline of such proposal, shall make such requests in writing.

2. If the stated reasons for a shareholder proposal or, in the case of a shareholder proposal pertaining to an election of directors or corporate auditors, information on the nominees exceeds 400 letters, the Corporation shall provide only a summary thereof when the Corporation includes such proposals in the reference materials for the general meeting of shareholders based on a shareholder’s request as set forth in the previous paragraph.

3. A shareholder notifying the Corporation of questions to be asked in the general meeting of shareholders in advance pursuant to relevant laws and regulations shall do so in writing.

CHAPTER XI HANDLING FEES

Article 40 (Handling Fees)

Fees for the handling of shares of the Corporation shall be as follows:

(1) In the case of a delivery of share certificates pursuant to Article 12 (Request for Delivery of Share Certificates Placed in Non-Possession Status) or Article 20 (Reissuance Due to Mutilation or Defacement) (The amount equivalent to the stamp duty for issuance of new share certificates)

200 yen per share certificate

(2) In the case of a request for registration of lost share certificates pursuant to Article 22 (Registration of Lost Share Certificates) (The amount equivalent to the fees for registration of lost share certificates payable by the Corporation to the share registrar)

8,600 yen per application

500 yen per share certificate

(3) In the case of a purchase of shares by the Corporation pursuant to Article 26 (Method of Request for Purchase of Non-Unit-Shares) or a purchase of additional shares pursuant to Article 30 (Method of Request for Additional Purchase)

In the case of a purchase of shares by the Corporation pursuant to Article 26 (Method of Request for Purchase of Non-Unit-Shares), the amount obtained by prorating by the number of Non-Unit-Shares to be additionally purchased the amount equivalent to the brokerage commission payable for a trade on one (1) full unit obtained by applying the following rates to the additional purchase price provided for in Article 27 hereof

The first one million (1,000,000) yen: 1.150%

More than one million (1,000,000) yen and up to five million (5,000,000) yen: 0.900%

(Fractions less than one yen shall be rounded off.)

However, if the calculation result per full unit is less than two thousand and five hundred (2,500) yen, the handling fee shall be two thousand and five hundred (2,500) yen.