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RNS Number : 6564Q
Mitsubishi Corporation
19 June 2015
ARTICLES OF INCORPORATION
OF
MITSUBISHI CORPORATION
(Amended as of June 19, 2015)
CHAPTER I General Provisions
ARTICLE I (Name of the Company)
The name of the Company shall be Mitsubishi Shoji Kabushiki
Kaisha. It shall be written in English as Mitsubishi Corporation or
Mitsubishi Shoji Kaisha, Limited.
ARTICLE II (Objectives of the Company)
The Company shall operate diversified businesses including
purchase and sale, production, manufacturing and development of
products/resources, as well as financial/logistics business, new
business development, and providing various services, in a broad
range of fields including energy, metals, machinery, chemicals,
foodstuffs, consumer goods, infrastructure and real property,
either through the Company itself, or through other companies in
which the Company holds shares or interests.
The lines of business mentioned in the preceding paragraph shall
include the following:
1. Business relating to coal, petroleum, gas (including
high-pressure gas), and other fuels and products processed
therefrom.
2. Business relating to iron, non-ferrous metals and products
processed therefrom, as well as ores and minerals.
3. Business relating to machinery, mechanical devices,
appliances and instruments (including meters and medical
instrument), vehicles, ships and aircraft as well as parts and
accessories therefor.
4. Business relating to chemical products, cosmetics, drugs
(including medical supplies, quasi-medicines, poisons and drastic
medicines, gun powder and detonators), fertilizers and raw
materials therefor.
5. Business relating to food, liquor and other beverages, oil
bearing seeds, oil and fats, resins, salt, agricultural, marine,
forestry, livestock and natural products, feedstuffs, industrial
materials and consumer goods as well as products therefrom and raw
materials therefor.
6. Purchase and sale, trading, development, exploration,
production, and manufacturing and processing of products relating
to the businesses of the preceding items and other products.
7. Power generation business and business relating to the supply
of electricity, steam and other energy sources.
8. Business relating to the treatment and supply of water.
9. Real property business.
10. Construction business as well as construction consultation,
surveying, and designing business.
11. Management of medical health facilities, commercial
facilities (including lodging facilities, theaters) and
restaurants.
12. Leasing business.
13. Financial business such as purchase and sale of negotiable
instruments, loans, purchase and sale of claims, guaranteeing and
underwriting of obligations, purchase and sale of foreign exchange,
etc.
14. Business relating to distribution of and advice on commodity
investment.
15. Non-life insurance business, Non-life insurance agency, and
life insurance solicitation-related activities.
16. Land, marine and air transportation business as well as
consigned freight forwarding business.
17. Warehousing business.
18. Business relating to IT and information.
19. Telecommunications, broadcasting, advertising as well as
publishing and printing business.
20. Temporary personnel placement service.
21. Travel business.
22. Waste treatment, recovery and recycling business as well as
purchase and sale of used commodities.
23. Planning and consulting business.
24. Agent, broker and wholesaler of the preceding items.
25. All other undertakings in connection with those lines of
business mentioned in the preceding items.
ARTICLE III (Location of Head Office)
The head office of the Company shall be situated at Chiyoda-ku,
Tokyo, Japan.
ARTICLE IV (Organizational Bodies)
The Company shall have the following organizational bodies in
addition to the general meeting of shareholders and Directors.
1. Board of Directors
2. Corporate Auditors
3. Board of Corporate Auditors
4. Independent Auditors
ARTICLE V (Method of Public Notices)
Public notices of the Company shall be made by method of
electronic notifications.
If electronic notification cannot be implemented due to
accidents or other unavoidable causes, public notices shall be
placed in the gazette.
CHAPTER II Shares
ARTICLE VI (Total Number of Shares)
The total number of shares authorized to be issued by the
Company shall be two thousand five hundred million (2,500,000,000)
shares.
ARTICLE VII (Acquisition of Treasury Shares)
The Company may purchase (referring to "purchasing" provided for
in the Companies Act, Article 165, Paragraph 2) treasury shares
through market transactions, etc. based on a resolution of its
Board of Directors.
ARTICLE VIII (Number of shares constituting One Unit and the
additional purchase of certificates indicating fractions of One
Unit)
The number of shares which will constitute one unit of the
shares of the Company ("Unit Stock") shall be one hundred (100)
shares.
A shareholder may ask the Company to sell its shares
constituting One Unit in exchange for fractions of One Unit of
Stock which, when added, constitute One Unit.
ARTICLE IX (Rights of Shareholders Holding Fractions of One Unit
of Stock)
A shareholder of the Company cannot exercise any rights other
than those shown hereunder for his or her fractions of shares of
less than One Unit of Stock:
1. Rights shown in the Companies Act, Article 189, Paragraph 2,
items thereof.
2.Rights to request acquisition of shares combined with
acquisition claims.
3.Rights to receive allotment of owner-invited shares or
owner-invited Stock Acquisition Rights.
4. Rights to make requests as provided for in the preceding
Article, Paragraph 2.
ARTICLE X (Transfer Agent)
The Company shall have a transfer agent.
The transfer agent and its office at which the Company shares
are handled shall be determined by the Board of Directors, and
shall be announced by public notices.
Maintaining and custody of the register of shareholders and the
original register of Stock Acquisition Rights of the Company shall
be entrusted to the transfer agent, and the Company shall not
implement these activities.
ARTICLE XI (Handling of Shares)
The procedures and the fees in connection with the handling of
shares, including the entry or record in the register of
shareholders and the original register of Stock Acquisition Rights,
and the purchase and additional purchase by the Company of
fractional shares of less than One Unit of Stock, shall be decided
by the Board of Directors taking into consideration general
practices.
ARTICLE XII (Record Date)
The Company shall deem any shareholder entered or recorded in
the register of shareholders as of the close of business on the
last day of each business year to be a shareholder who is entitled
to exercise his or her rights as a shareholder at the ordinary
general meeting of shareholders concerning such business year.
Unless otherwise provided for in the preceding paragraph or
elsewhere in the Articles of Incorporation, the Company may,
whenever necessary, by resolution of the Board of Directors and by
giving prior public notice, deem any shareholder or pledgee entered
or recorded in the register of shareholders as of the close of
business on a specified date to be a shareholder or pledgee who is
entitled to exercise his or her rights as a shareholder or
pledgee.
CHAPTER III General Meeting of Shareholders
ARTICLE XIII (Convening of General Meeting of Shareholders)
An ordinary general meeting of shareholders shall be convened in
June of each year, and an extraordinary general meeting of
shareholders shall be convened from time to time, whenever
necessary.
ARTICLE XIV (Chairman)
The President and Chief Executive Officer shall assume
chairmanship of a general meeting of shareholders. In case,
however, the President and Chief Executive Officer is prevented by
unavoidable circumstances from so acting, or in case the post of
the President and Chief Executive Officer is vacant, a surrogate
shall act as chairman, according to the order as decided by the
Board of Directors.
ARTICLE XV (Exercise of Voting Right by Proxy)
A shareholder may appoint another shareholder (one person only)
having voting rights to be his or her proxy in order to exercise
his or her voting rights.
ARTICLE XVI (Internet-based Disclosure of Reference Data for
General Meeting of Shareholders)
In convening a general meeting of shareholders, the Company may
deem to have supplied information about matters to be stated or
indicated in reference-documents for the general meeting, business
reports, financial statements and consolidated financial statements
to shareholders, by disclosing the information via an Internet-used
method in accordance with applicable laws and ordinances.
ARTICLE XVII (Resolution)
A special resolution by a general meeting of shareholders (which
refers to a resolution stipulated in the Companies Act, Article
309, Paragraph 2) shall be adopted when, at a general meeting of
shareholders where shareholders with voting rights surpassing 1/3
of the aggregate voting rights of the total shareholders capable of
exercising such rights are present, it is approved by a vote of 2/3
or more of the voting rights present.
All resolutions other than those provided for in the preceding
paragraph shall be adopted by a majority vote of the shareholders
present, unless otherwise provided for by laws or ordinances or by
the Articles of Incorporation.
CHAPTER IV Directors, Board of Directors and Executive
Officers
ARTICLE XVIII (Election of Directors)
Directors shall be elected by resolutions of a general meeting
of shareholders.
With respect to resolutions for the election provided for in the
preceding paragraph, the attendance of shareholders owning not less
than one-third of total voting rights of qualified shareholders
shall be required.
Resolutions for the election of Directors shall not be conducted
by cumulative voting.
ARTICLE XIX (Term of Office of Directors)
The term of office of each of the Directors shall expire at the
close of the ordinary general meeting of shareholders held for the
last business year that ends within one year from assumption of
office.
ARTICLE XX (Representative Directors)
By resolution of the Board of Directors, Representative
Directors shall be elected.
Each of the Representative Directors shall represent the Company
severally.
ARTICLE XXI (Chairman of the Board of Directors)
By resolutions of the Board of Directors, the Chairman of the
Board of Directors shall be elected.
ARTICLE XXII (Convening of Meetings of the Board of
Directors)
The Chairman of the Board of Directors shall convene a meeting
of the Board of Directors and shall assume its chairmanship. In
case, however, the Chairman of the Board of Directors is prevented
by unavoidable circumstances from so acting, or in case the post of
the Chairman of the Board of Directors is vacant, one of the other
Directors shall act in his stead, according to the order as decided
by the Board of Directors.
Each of the Directors and Corporate Auditors shall be notified
of a meeting of the Board of Directors at least three (3) days
before the date set for such meeting.
ARTICLE XXIII (Omission of Resolution by the Board of
Directors)
If a Director submits a proposal regarding a matter, which is
the subject of a resolution by the Board of Directors, and if all
of the Directors indicate their consent to the said proposal,
either in writing or in electronic form (excluding instances of
opposition to such proposal by a Corporate Auditor), the Company
shall deem such proposal as having been approved by the Board of
Directors .
ARTICLE XXIV (Remuneration for Directors)
Remuneration for Directors (refers to remuneration stipulated in
the Companies Act, Article 361) shall be decided by resolution of a
general meeting of shareholders.
ARTICLE XXV (Reduction in Liabilities of Directors)
The Company may exempt Directors from their liabilities to the
extent permitted by law and ordinances, pursuant to a resolution by
the Board of Directors (refers to a resolution based on the
Companies Act, Article 426, Paragraph 1).
The Company may conclude an agreement with its Directors
(excluding those serving as executive directors, etc.) limiting
their liabilities to the amount prescribed by relevant laws or
ordinances (refers to an agreement based on the Companies Act,
Article 427, Paragraph 1).
ARTICLE XXVI (Executive Officers)
By resolution of the Board of Directors, Executive Officers
shall be appointed to carry out their respective duties.
By resolution of the Board of Directors, the President and Chief
Executive Officer and other Executive Officers in title shall be
elected from among the Executive Officers.
CHAPTER V Corporate Auditors and Board of Corporate Auditors
ARTICLE XXVII (Election of Corporate Auditors)
Corporate Auditors shall be elected by resolution of a general
meeting of shareholders.
With respect to a resolution for the election provided for in
the preceding paragraph, the attendance of shareholders owning not
less than one-third of the total voting rights of qualified
shareholders shall be required.
ARTICLE XXVIII (Term of Office of Corporate Auditors)
The term of office of each of the Corporate Auditors shall
expire at the close of the ordinary general meeting of shareholders
held for the last business year that ends within four year from
assumption of office.
ARTICLE XXIX (Full-time Corporate Auditors and Senior Corporate
Auditors)
Full-time Corporate Auditors shall be elected by the Board of
Corporate Auditors from among the Corporate Auditors, and Senior
Corporate Auditors shall be elected from among the full-time
Corporate Auditors.
ARTICLE XXX (Convening of Meetings of the Board of Corporate
Auditors)
Each of the Corporate Auditors shall be notified of a meeting of
the Board of Corporate Auditors at least three (3) days before the
date set for such meeting.
ARTICLE XXXI (Remuneration for Corporate Auditors)
Remuneration for Corporate Auditors (refers to remunerations,
etc. provided for in the Companies Act, Article 387) shall be
decided by resolution of a general meeting of shareholders.
ARTICLE XXXII (Reduction in Liabilities of Corporate
Auditors)
The Company may exempt its Corporate Auditors from their
liabilities within the limit of laws and ordinances based on a
resolution of the Board of Directors (refers to a resolution
pursuant to the Companies Act, Article 426, Paragraph 1).
The Company may conclude an agreement with its Corporate
Auditors limiting their liabilities to the amount prescribed by
relevant laws or ordinances (refers to an agreement based on the
Companies Act, Article 427, Paragraph 1).
CHAPTER VI Accounts
ARTICLE XXXIII (Business Year)
The business year of the Company shall begin on April 1 of each
year and end on March 31 of the following year.
ARTICLE XXXIV (Dividends Based on Surplus)
The Company may, by resolution of a general meeting of
shareholders, distribute dividends to those shareholders or
pledgees who are entered or recorded in the register of
shareholders as of the close of business on the last day of each
business year.
In addition to the arrangement in the preceding paragraph, the
Company may, by a resolution of the Board of Directors, pay interim
dividends to those shareholders or pledgees who are entered or
recorded in the register of shareholders as of the close of
business on September 30 of each year.
ARTICLE XXXV (Period of Exclusion of Payment of Dividends and
Interim Dividends)
If dividends or interim dividends are not received within three
(3) full years from the date of commencement of payment thereof,
the Company shall be relieved of the obligation to pay such
dividends or interim dividends.
END
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