Articles

CHAPTER I. GENERAL

Article 1. Corporate Name

1.1
The name of the Company shall be Daido Tokushuko Kabushiki Kaisha.
1.2
Said name shall be expressed in English as Daido Steel Co., Ltd.

Article 2. Purposes

Purposes of the Company shall be:

(i)
to manufacture, process and sell specialty or plain steel and super alloys;
(ii)
to manufacture, process and sell metallic or non-metallic powders;
(iii)
to manufacture, process and sell magnetic or electronic materials,
(iv)
to manufacture, process and sell aluminum, titanium and other non-ferrous metals and alloys;
(v)
to manufacture, process and sell non-metallic materials (such as ceramics and carbon fibers) and their composite materials;
(vi)
to manufacture and sell weapons;
(vii)
to manufacture, sell and maintain industrial furnaces, electronic or electric machines and equipment, and other industrial machines and equipment;
(viii)
to manufacture, sell and maintain air pollution control, water treatment, waste treatment, and other pollution control or environmental improvement equipment;
(ix)
to sell technologies relating to any of the products mentioned in Sub-Paragraphs 2. (i) through 2. (viii) above;
(x)
to sell, purchase and manage immovable property and take immovable or movable property on lease;
(xi)
to serve as a non-life insurance agent and a life insurance finder;
(xii)
to design, construct and undertake civil engineering and construction works;
(xiii)
to sell garment, food and grocery products;
(xiv)
to serve as a travel agency and to plan and organize events;
(xv)
to operate sporting facilities;
(xvi)
to develop and sell information processing or telecommunication systems and software;
(xvii)
to supply electric power;
(xviii)
to sell, advertise and promote prepress, printing and bookbinding services and printed materials;
(xix)
to treat iron and alloy scarps and brick wastes generated from production of metallic or other products, to develop methods of recycling those scraps and wastes, and to sell products recycled from those scraps and wastes; and
(xx)
to do any other business activities incidental to any of those listed above.

Article 3. Location of Head Office

The Company shall have its head office in Nagoya City, Japan.

Article 4. Organs

The Company shall have the following organs in addition to general meetings of shareholders and directors:

(i)
a Board of Directors;
(ii)
statutory auditors;
(iii)
a Board of Statutory Auditors; and
(iv)
an accounting auditor.

Method of Public Notices

Public notices given by the Company shall be issued electronically; provided, however, that if any troubles or other unavoidable reasons prevent the Company from issuing public notices electronically, the Company shall issue them in the Nihon Keizai Shimbun.

CHAPTER II. SHARES

Article 6. Total Number of Authorized Shares

The Company is authorized to issue up to but not exceeding one hundred sixteen million (116,000,000) shares in total.

Article 7. Acquisition of Company’s Own Shares

In accordance with the provisions of Paragraph 165.2 of the Companies Act, the Company may acquire shares in the Company itself by resolutions adopted by the Board of Directors.

Article 8. Number of Shares Constituting One Unit

One hundred (100) shares in the Company shall constitute one (1) unit.

Article 9. Rights Attached to Shares less than One Unit

Any shareholder of the Company may not exercise any rights in relation to shares which are held by him, her or it and which are less than one (1) unit, other than:

(i)
rights listed in Paragraph 189.2 of the Companies Act;
(ii)
a right to make requests under the provisions of Paragraph 166.1 of the Companies Act;
(iii)
a right to allotment of shares or share options offered by the Company, in proportion to the shareholder’s shareholding in the Company; and
(iv)
the right to make requests under Article 10 below.

Article 10. Purchase of Additional Shares less than One Unit

Any shareholder of the Company may, pursuant to relevant provisions of the Share Handling Regulations, request the Company to sell to the shareholder such number of shares in the Company that will, together with the shares which are held by the shareholder and which are less than one (1) unit, constitute one (1) unit.

Article 11. Shareholder list Administrator

11.1
The Company shall have a shareholder list administrator.
11.2
The shareholder list administrator and its handling office shall be designated by a resolution of the Board of Directors and a public notice thereof shall be given by the Company.
11.3
The Company shall delegate handling affairs pertaining to the Company’s shareholder list and share option list, including but not limited to preparation and keeping of those lists to the shareholder list administrator. The Company itself shall not handle those affairs.

Article 12. Share Handling Regulations

Handling of affairs pertaining to shares in the Company and fees therefor shall be governed by the Share Handling Regulations established by the Board of Directors in addition to applicable laws and governmental regulations and these Articles of Incorporation.

CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS

Article 13. Convocation of General Meetings of Shareholders

An ordinary general meeting of shareholders of the Company shall be convened in June of each and every year. Extraordinary general meetings of shareholders shall be convened at any times and from time to time whenever necessary.

Article 14. Record Dates for Ordinary General Meetings of Shareholders

A record date for determination of votes exercisable at an ordinary general meeting of shareholders of the Company shall be March 31 of each and every year.

Article 15. Convener of General Meetings of Shareholders

15.1
Any general meetings of shareholders of the Company shall be convened by President of the Company based upon resolutions of the Board of Directors, unless otherwise provided for in any applicable law or governmental regulation.
15.2
If President is absent or unable to act, one (1) of other directors of the Company shall take his or her place in the order determined in advance by the Board of Directors.

Article 16. Chairman at General Meetings of Shareholders

16.1
Any general meetings of shareholders of the Company shall be chaired by President of the Company.
16.2
If President is absent or unable to act, one (1) of other directors of the Company shall take his or her place in the order determined in advance by the Board of Directors.

Article 17. Proxy

Any shareholder of the Company may vote his, her or its share with respect to any resolution by authorizing one (1) of other shareholders of the Company entitled to vote with respect to such resolution, as his, her or its proxy; provided, however, that a power of attorney must be submitted to the Company for each and every general meeting of shareholders.

Article 18. Method of Adopting Resolutions at General Meetings of Shareholders

18.1
Unless otherwise provided for in any applicable law or governmental regulation or these Articles of Incorporation, at any general meeting of shareholders of the Company any resolution shall be adopted by a simple majority of votes held by all shareholders present at the general meeting and entitled to vote with respect to such resolution.
18.2
At any general meeting of shareholders of the Company at which any resolution is to be adopted pursuant to Paragraph 309.2 of the Companies Act, holders of at least one-third (1/3) of the total number of votes held by all of the Company’s shareholders entitled to vote at the general meeting shall be present, and such resolution shall be adopted by at least two-thirds (2/3) of the votes held by all shareholders present at the general meeting.

Article 19. Minutes of General Meetings of Shareholders

A summary and outcome of proceedings of any general meeting of shareholders of the Company and any other information required under applicable laws and governmental regulations shall be entered or recorded in minutes of such meeting.

Article 20. 
Internet Disclosure and Deemed Provision of Reference Documents for General Meetings of Shareholders

In convening any general meeting of shareholders, the Company may deem information which is to be set forth or shown in reference documents for such general meeting of shareholders or the Company’s business report or consolidated or non-consolidated financial statements to have been provided to the Company’s shareholders by disclosing such information on the Internet in accordance with provisions of a relevant ordinance of the Ministry of Justice.

Article 21. 
Resolutions on Policies for Dealing with Large-Scale Purchase of Shares or Other Equity Interest

21.1
Unless otherwise provided for in any applicable law or governmental regulation or these Articles of Incorporation, establishment, change, continuation or discontinuation of or to policies for dealing with large-scale purchase of shares or other equity interest in the Company may be decided upon by resolutions adopted at any general meetings of shareholders of the Company.
21.2
Policies for dealing with large-scale purchase of shares or other equity interest in the Company, as mentioned in Paragraph 21.1 above, shall mean initiatives intended to prevent decisions on the Company’s financial or business policies from being controlled by any persons who are inappropriate in light of the Company’s basic stance with respect to acceptability of persons who control those decisions.

Article 22.
Organs to Make Decisions on Allotment of Share Options without Contribution

The Company may decide upon any matters relating to allotment of share options to the Company’s existing shareholders without those shareholders’ contribution to the Company’s capital, by resolutions of the Board of Directors, and in addition by resolutions adopted at general meetings of shareholders or by resolutions of the Board of Directors based upon delegation to the Board under resolutions adopted at general meetings of shareholders.

CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS

Article 23. Number of Directors

The Company shall have not more than fifteen (15) directors.

Article 24. Election of Directors

24.1
Directors of the Company shall be elected at general meetings of shareholders of the Company.
24.2
At any general meeting of shareholders of the Company at which directors of the Company are to be elected, holders of at least one-third (1/3) of the total number of votes held by all of the Company’s shareholders entitled to vote at the general meeting shall be present, and any resolution for such election shall be adopted by a simple majority of votes of shareholders so present at such meeting.
24.3
Election of directors of the Company shall not be made by cumulative voting.

Article 25. Term of Office of Directors

25.1
Term of office of any director of the Company shall be until the close of an ordinary general meeting of shareholders of the Company relating to the last fiscal year which ends within one (1) year after his or her election.
25.2
Any director appointed as a result of increase in directorship or in order to fill a vacancy shall hold office until expiration of the term of office of other incumbent directors.

Article 26. Representative Directors and Executive Directors

26.1
By resolutions of the Board of Directors, the Company may appoint one (1) Chairman of the Board of Directors, one (1) President, one (1) or more Vice Presidents and one (1) or more Managing Directors.
26.2
Chairman of the Board of Directors, President and Vice President(s) shall represent the Company.

Article 27. Executive Directors’ Responsibilities

27.1
Chairman of the Board of Directors shall chair at meetings of the Board of Directors.
27.2
President shall execute resolutions of the Board of Directors and shall exercise general control over the business and affairs of the Company.
27.3
Vice President(s) and Managing Director(s) shall assist President and carry out the Company’s day-to-day operations.
27.4
If no one serves as Chairman of the Board of Directors or Chairman of the Board of Directors is absent or unable to act, President shall take the place of Chairman of the Board of Directors. If President is absent or unable to act, another or other director(s) of the Company shall take the place of President as determined by the Board of Directors.

Article 28. Remunerations Payable to Directors

Remunerations, bonuses or other monetary benefits that directors are to receive from the Company in consideration for performance of their duties (collectively “Remunerations”) shall be determined by resolutions adopted at general meetings of shareholders.

Article 29. Convener of Meetings of Board of Directors

29.1
Any meetings of the Board of Directors shall be convened by President.
29.2
If President is absent or unable to act, one (1) of other directors of the Company shall take his or her place in the order determined in advance by the Board of Directors.

Article 30. Convocation Notices of Meetings of Board of Directors

A convocation notice of a meeting of the Board of Directors of the Company shall be given to each and every director and statutory auditor of the Company three (3) days before a date of such meeting; provided, however, that said notice period may be shortened in any case of emergency.

Article 31. Method of Adopting Resolutions of Board of Directors

31.1
At any meeting of the Board of Directors of the Company at which any resolution is to be adopted, more than half of all directors entitled to vote with respect to such resolution shall be present, and such resolution shall be adopted by a simple majority of all directors present at the meeting.
31.2
If the requirements of Article 370 of the Companies Act are satisfied, the Company shall deem a resolution to have been adopted by the Board of Directors.

Article 32. Minutes of Meetings of Board of Directors

32.1
A summary and outcome of proceedings of any meeting of the Board of Directors and any other information required under applicable laws or governmental regulations shall be entered or recorded in minutes of such meeting. Directors and statutory auditors of the Company present at the meeting shall put down their names in and affix their seals on the minutes or shall put their electronic signatures on the minutes.
32.2
Any and all resolutions deemed to have been adopted at any meeting of the Board of Directors in accordance with Paragraph 31.2 above and any and all other information to be contained in minutes of such meeting under applicable laws or governmental regulations shall be entered or recorded in the minutes.

Article 33. Senior advisors and advisors

The Company may appoint one (1) or more senior advisors and advisors by resolutions of the Board of Directors; provided, however, that the term of office of any senior advisor or advisor shall not be longer than one (1) year.

Article 34. Exemption of Directors from Liability

34.1
In accordance with the provisions of Paragraph 426.1 of the Companies Act, the Company may, by resolutions of the Board of Directors and to the extent permitted by applicable laws and governmental regulations, exempt any directors of the Company (including any individuals who were previously the Company’s directors) from liability for their failure to perform their duties as such. In accordance with the provisions of Paragraph 426.1 of the Companies Act, the Company may, by resolutions of the Board of Directors and to the extent permitted by applicable laws and governmental regulations, exempt any directors of the Company (including any individuals who were previously the Company’s directors) from liability for their failure to perform their duties as such.
34.2
In accordance with the provisions of Paragraph 427.1 of the Companies Act, the Company may enter into an agreement with any director (excluding a person who is an “Executive Directors, etc.” defined in the provisions of Article 2 (xv) of the Companies Act) of the Company which limits the director’s liability for his or her failure to perform his or her duties as such; provided, however, that a limit of such liability under such agreement shall be the amount prescribed by any applicable law or governmental regulation.

CHAPTER V. STATUTORY AUDITORS AND BOARD OF STATUTORY AUDITORS

Article 35. Number of Statutory Auditors

The Company shall have not more than four (4) statutory auditors.

Article 36. Election of Statutory Auditors

36.1
Statutory auditors of the Company shall be elected at general meetings of shareholders of the Company.
36.2
At any general meeting of shareholders of the Company at which statutory auditors of the Company are to be elected, holders of at least one-third (1/3) of the total number of votes held by all of the Company’s shareholders entitled to vote at the general meeting shall be present, and any resolution for such election shall be adopted by a simple majority of votes of shareholders so present at such meeting.

Article 37. Term of Office of Statutory Auditors

37.1
Term of office of any statutory auditor of the Company shall be until the close of an ordinary general meeting of shareholders of the Company relating to the last fiscal year which ends within four (4) years after his or her election.
37.2
Any statutory auditor appointed in order to fill a vacancy caused by a statutory auditor who left his or her office before expiration of the term shall hold office until the time when the term of office of his or her predecessor who caused such vacancy would otherwise expire.

Article 38. Standing Statutory Auditors

By its resolutions, the Board of Statutory Auditors shall appoint one (1) or more standing statutory auditors.

Article 39. Remunerations Payable to Statutory Auditors

Statutory Auditors’ Remunerations, as defined above, shall be determined by resolutions adopted at general meetings of shareholders

Article 40. Convocation Notices of Meetings of Board of Statutory Auditors

A convocation notice of a meeting of the Board of Statutory Auditors of the Company shall be given to each and every statutory auditor of the Company three (3) days before a date of such meeting; provided, however, that said notice period may be shortened in any case of emergency.

Article 41. Method of Adopting Resolutions of Board of Statutory Auditors

Unless otherwise provided for in any applicable laws or governmental regulations, any resolution of the Board of Statutory Auditors shall be adopted by a simple majority of statutory auditors.

Article 42. Minutes of Meetings of Board of Statutory Auditors

A summary and outcome of proceedings of any meeting of the Board of Statutory Auditors and any other information required under applicable laws and governmental regulations shall be entered or recorded in minutes of such meeting. Statutory auditors of the Company present at the meeting shall put down their names in and affix their seals on the minutes or shall put their electronic signatures on the minutes.

Article 43. Exemption of Statutory Auditors from Liability

43.1
In accordance with the provisions of Paragraph 426.1 of the Companies Act, the Company may, by resolutions of the Board of Directors and to the extent permitted by applicable laws and governmental regulations, exempt any statutory auditors of the Company (including any individuals who were previously the Company’s statutory auditors) from liability for their failure to perform their duties as such.
43.2
In accordance with the provisions of Paragraph 427.1 of the Companies Act, the Company may enter into an agreement with any statutory auditor of the Company which limits the statutory auditor’s liability for his or her failure to perform his or her duties as such; provided, however, that a limit of such liability under such agreement shall be the amount prescribed by any applicable law or governmental regulation.

CHAPTER VI. ACCOUNTING AUDITOR

Article 44. Election of Accounting Auditor

The Company’s accounting auditor shall be elected at general meetings of shareholders of the Company.

Article 45. Term of Office of Accounting Auditor

45.1
Term of office of the Company’s accounting auditor shall be until the close of an ordinary general meeting of shareholders of the Company relating to the last fiscal year which ends within one (1) year after his, her or its election.
45.2
Unless otherwise resolved at an ordinary general meeting of shareholders mentioned in Paragraph 45.1 above, the Company’s accounting auditor shall be deemed to be re-elected at such ordinary general meeting.

CHAPTER VII. ACCOUNTING

Article 46. Fiscal Years

Each fiscal year of the Company shall commence on April 1 of each calendar year and shall end on March 31 of the immediately following calendar year.

Article 47. Organs to Make Decisions on Dividends of Surplus

The Company may determine the matters listed in each item of the provisions of Paragraph 459.1 of the Companies Act, including but not limited to, the Dividends of Surplus by resolutions of the Board of Directors, unless otherwise provided for in any applicable law or governmental regulation

Article 48. Record Date for Dividends

A record date for determination of shareholders entitled to a dividend of the Company’s surplus shall be March 31 of each and every calendar year.

Article 49. Record Date for Interim Dividends

The Company may pay interim dividends by resolutions of the Board of Directors, and a record date for determination of shareholders entitled to such interim dividend shall be September 30 of each and every calendar year.

Article 50. Exemption from Dividend Payment Obligation

If a dividend is paid in cash and is not received within three (3) years from a commencement date of payment of such dividend, the Company shall be exempted from its obligation to pay the dividend.

Translation
(Amended on October 1, 2017)

Top of Page