1. 1 Management and Organization

オンライン カジノ vip Current Articles of Incorporation (As of June 24, 2021) Enacted December 19, 1936

Chapter I General Rules

(Trade name)
オンライン カジノ vip 1 The オンライン カジノ vip shall be called Kabushiki Kaisha OBAYASHI-GUMI and in the English language called OBAYASHI オンライン カジノ vip.
(Purpose)
オンライン カジノ vip 2 The purpose of the オンライン カジノ vip is to engage in the following business:
  1. Contracting of construction works;
  2. Regional, urban, oceanic, space, resource and energy and environmental development, and other business relating to construction;
  3. Engineering and management related to the preceding two items, including research, surveying, planning, devising, designing, and supervising;
  4. Development and sale of land, and construction and sale of housing;
  5. Sale, purchase, exchange, lease, brokerage, ownership, caretaking, and utilization of real estate;
  6. Investments in special purpose companies related to real estate, and real estate investment trusts, as well as transaction, brokerage, and management of the equity contribution related to said investments, and business under the オンライン カジノ vip on Specified Joint Real Estate Ventures;
  7. Operation of type II financial instruments and exchange business, investment advisory and agency business under Financial Instruments and Exchange オンライン カジノ vip;
  8. Planning, construction, retention, maintenance, and management of such infrastructures as road, railway, port, airport, river facility, water supply and drainage, municipal building, educational and cultural facility, waste treatment facility, medical facility, and others;
  9. Project of recovering environmental pollution like purification of soil, sediment of river and lake, water quality of lake and sea; and collection, transportation, treatment, and recycling municipal and industrial wastes;
  10. Power generation, supply of electricity and heat, and manufacture and sale of fuels;
  11. Dealing business of right of exhausting greenhouse gases;
  12. Manufacture, supply, sale, and lease of construction machinery and equipment, and materials and equipment for temporary works;
  13. Manufacture and sale of concrete products for construction, fireproof or nonflammable building materials, materials for interior and exterior of buildings, furniture and wooden products for buildings, and sale of civil engineering and building materials;
  14. Undertaking of diagnosis and evaluation and maintenance and care of buildings and related facilities, and undertaking of security and guard services and cleaning services;
  15. Acquisition, development, licensing for use, and sale of industrial properties, copyrights, know-how and software related to utilization of computers;
  16. Operation of information processing service, information furnishing service, telecommunication business and broadcasting business;
  17. Sale, lease, and maintenance service of electronic office machinery and equipment including computers;
  18. Management of health, medical, sport and leisure facilities, hotels and restaurants, and business of travel agency;
  19. Management of facilities for elderly people with nursing care services and business providing home-care service;
  20. Manufacture and sale of medical machinery and tools;
  21. Worker dispatching undertaking, and fee-charging employment placement business;
  22. Undertaking of services relating to general affairs, personnel affairs, accounting matters etc.;
  23. Operation of insurance agency under the Automobile Accident Compensation Security オンライン カジノ vip and of nonlife insurance agency, and services related to life insurance solicitation;
  24. Landscaping, gardening, and tree planting;
  25. Production, processing and sale of agricultural, fishery, and forestry products and operation of related facilities, and acquisition, development, licensing for use and sale of agriculture-, fishery-, and forestry-related technologies;
  26. Business dealing with land, ocean and air transport, and of freight forwarding;
  27. Planning, production and sale of information media including advertisements, publications, printing, and videos, and planning and operation of event programs;
  28. Money-lending, suretyship on obligations and other financial services, and general lease business;
  29. Consulting service related to the each item above; and
  30. All activities related to or incidental to any of the preceding items.
(Compliance and sensible course of action)
オンライン カジノ vip 3 In the Corporation each employee and board member shall observe laws and regulations, and maintain high ethical standards in their business activity. Particularly in regard to contracts for construction works, they should not take any action that would harm the equity and fairness of the tender, such as actions that violate the Penal Code and the Anti-Monopoly オンライン カジノ vip (オンライン カジノ vip on Prohibition of Private Monopolization and Maintenance of Fair Trade).
(Seat of principal office)
オンライン カジノ vip 4 The principal office of the オンライン カジノ vip shall be located in Minato-ku, Tokyo.
(Governing bodies)
オンライン カジノ vip 5 In addition to the general meeting of shareholders and Directors, the オンライン カジノ vip shall have the following bodies:
  1. Board of Directors
  2. Audit & Supervisory Board Members
  3. Audit & Supervisory Board; and
  4. Accounting Auditors
(Method of public notice)
オンライン カジノ vip 6 Notice to the public by the オンライン カジノ vip shall be given electronically. However, if electronic public notice does not work due to any accident or other unavoidable reasons, such notice shall be given in the Mainichi Shimbun.

Chapter II Shares

(Total number of authorized shares)
オンライン カジノ vip 7 The total number of shares authorized to be issued by the オンライン カジノ vip shall be one billion two hundred twenty four million three hundred thirty five thousand (1,224,335,000).
(Repurchase of treasury stock)
オンライン カジノ vip 8 According to Clause 2, オンライン カジノ vip 165 of the Companies Act, the Corporation may repurchase its shares by resolution of the Board of Directors.
(Number of shares making up one unit of shares)
オンライン カジノ vip 9 The number of shares making up one unit of shares shall be one hundred (100).
(Rights vested in shares constituting less than one unit)
オンライン カジノ vip 10 Shareholders of the オンライン カジノ vip shall not exercise rights other than those listed below with respect to shares constituting less than one unit:
  1. Rights set out in Clause 2, オンライン カジノ vip 189 of the Companies Act;
  2. The right to make requests pursuant to Clause 1, オンライン カジノ vip 166 of the Companies Act;
  3. The right to subscribe for shares or share purchase warrants allocated based on the number of shares held by each shareholder.
(Registrar of shareholders)
オンライン カジノ vip 11 The オンライン カジノ vip shall have a Registrar of Shareholders.
The Registrar of Shareholders and its business office shall be determined by resolution of the Board of Directors and shall be publicly notified.
The Registrar of Shareholders shall be entrusted with the preparation and maintenance of the オンライン カジノ vip's register of shareholders and the register of stock acquisition rights, as well as other duties relating to the register of shareholders and the register of stock acquisition rights. The オンライン カジノ vip shall not handle such matters at its place of business.
(Share handling regulations)
オンライン カジノ vip 12 The オンライン カジノ vip's shares shall be handled in compliance with applicable laws and regulations and the Articles of Incorporation as well as the share handling regulations established by the Board of Directors.

Chapter III General Meetings of Shareholders

(Time for convocation of general meetings)
オンライン カジノ vip 13 The ordinary general meeting of shareholders of the オンライン カジノ vip shall be convened in June of each year.
If necessary, in addition to the preceding paragraph, an extraordinary general meeting of shareholders shall be convened.
(Record date of the ordinary general meeting of shareholders)
オンライン カジノ vip 14 Record date for the right to vote at the ordinary general meeting of shareholders of the オンライン カジノ vip shall be March 31 of each year.
(Chairman)
オンライン カジノ vip 15 A Representative Director of the Corporation determined in advance by the Board of Directors shall オンライン カジノ vip as the chairman of the general meeting of shareholders.
In case said Representative Director is unable to オンライン カジノ vip so, another Director shall オンライン カジノ vip in his place in accordance with an order of priority determined in advance by the Board of Directors.
(Provision of reference documents for general meetings of shareholders via the Internet)
オンライン カジノ vip 16 The オンライン カジノ vip may, in accordance with the rules established by the Ministry of Justice, use the Internet to furnish shareholders with the information related to the items required to be described or indicated in the reference documents for general meetings of shareholders, business reports, non-consolidated and consolidated financial statements, and such information may be deemed to have been furnished to shareholders.
(Requirements for resolutions)
オンライン カジノ vip 17 Unless otherwise provided for in applicable laws and regulations or the Articles of Incorporation, a resolution at a general meeting of shareholders shall be adopted by a majority vote of the attending shareholders eligible to exercise their voting rights.
Any resolution set forth in Clause 2, オンライン カジノ vip 309 of the Companies Act shall be adopted by a two-third vote of the shareholders present at a meeting attended by shareholders holding at least one-third of the voting rights of the shareholders eligible to exercise their voting rights.
(Exercise of voting rights by proxy)
オンライン カジノ vip 18 A shareholder may exercise his/her voting rights by one proxy. The proxy must be a shareholder of the オンライン カジノ vip. The proxy or the shareholder must submit the letter of proxy to the オンライン カジノ vip.

Chapter IV Directors and Board of Directors

(Number of Directors)
オンライン カジノ vip 19 The オンライン カジノ vip shall have fifteen (15) or less Directors.
(Election of Directors)
オンライン カジノ vip 20 The Directors shall be elected at a general meeting of shareholders.
The resolution for the election provided for in the preceding paragraph shall be adopted by a majority vote of the shareholders present at a general meeting of shareholders attended by shareholders representing at least one-third of the voting rights of the shareholders eligible to exercise their voting rights.
Election of Directors shall not be by cumulative voting.
(Terms of office of Directors)
オンライン カジノ vip 21 The terms of office of Directors shall expire at the close of the ordinary general meeting of shareholders held for the business year that ends within one year after their assumption of office.
(Convocation notice for Board of Directors meeting)
オンライン カジノ vip 22 Notice for convocation of Board of Directors meeting shall be dispatched at least three days in advance of the scheduled date of such meeting. In case of urgent necessity, however, such period may be shortened.
(Omission of resolution of the Board of Directors)
オンライン カジノ vip 23 When the requirements of オンライン カジノ vip 370 of the Companies Act have been met, the Corporation shall deem that a resolution by the Board of Directors has been adopted.
(Representative Directors)
オンライン カジノ vip 24 Representative Directors shall be appointed by resolution of the Board of Directors.
(Exoneration from liability of Directors)
オンライン カジノ vip 25 According to Clause 1, オンライン カジノ vip 426 of the Companies Act, by a resolution of the Board of Directors, the Corporation may exonerate Directors (including former Directors) within the limits of the relevant law from their liability for damages stipulated in Clause 1, オンライン カジノ vip 423 of the Companies Act.
According to Clause 1, オンライン カジノ vip 427 of the Companies Act, the Corporation may enter into a contract with Directors (excluding Executive Directors, etc.) that sets limits to the liability for damages stipulated in Clause 1, オンライン カジノ vip 423 of the Companies Act. The limited claimable amount according to the contract mentioned above against liability for damages shall be the higher of the amount which is prescribed in advance and is not less than 5 million yen or the amount stipulated in the relevant law.
(Executive Officers)
オンライン カジノ vip 26 By resolution of the Board of Directors, the オンライン カジノ vip may appoint one (1) or more Executive Officers who are in charge of operating execution of the オンライン カジノ vip empowered by Directors.

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

(Number of Audit & Supervisory Board Members)
オンライン カジノ vip 27 The オンライン カジノ vip shall have five (5) or less Audit & Supervisory Board Members.
(Election of Audit & Supervisory Board Members)
オンライン カジノ vip 28 The Audit & Supervisory Board Members shall be elected at a general meeting of shareholders.
The resolution for the election provided for in the preceding paragraph shall be adopted by a majority vote of the shareholders present at a general meeting of shareholders attended by shareholders representing at least one-third of the voting rights of the shareholders eligible to exercise their voting rights.
(Terms of office of Audit & Supervisory Board Members)
オンライン カジノ vip 29 The terms of office of Audit & Supervisory Board Members shall expire at the close of the ordinary general meeting of shareholders held for the last business year that ends within four years after their assumption of office.
The term of office of an Audit & Supervisory Board Member who is elected to fill a vacancy shall be the same as the remaining balance of the term of office of his predecessor.
(Full-time Audit & Supervisory Board Members)
オンライン カジノ vip 30 The Audit & Supervisory Board shall appoint a full-time Audit & Supervisory Board Member or Audit & Supervisory Board Members by its resolution.
(Convocation notice for Audit & Supervisory Board meeting)
オンライン カジノ vip 31 Notice for convocation of Audit & Supervisory Board meeting shall be dispatched at least three days in advance of the scheduled date of such meeting. In case of urgent necessity, however, such period may be shortened.
(Exoneration from liability of Audit & Supervisory Board Members)
オンライン カジノ vip 32 According to Clause 1, オンライン カジノ vip 426 of the Companies Act, by a resolution of the Board of Directors, the Corporation may exonerate Audit & Supervisory Board Members (including former Audit & Supervisory Board Members) within the limits of the relevant law from their liability for damages stipulated in Clause 1, オンライン カジノ vip 423 of the Companies Act.
According to Clause 1, オンライン カジノ vip 427 of the Companies Act, the Corporation may enter into a contract with Audit & Supervisory Board Members that sets limits to the liability for damages stipulated in Clause 1, オンライン カジノ vip 423 of the Companies Act. The limited claimable amount according to the contract mentioned above against liability for damages shall be the higher of the amount which is prescribed in advance and is not less than 5 million yen or the amount stipulated in the relevant law.

Chapter VI Accounts

(Business year)
オンライン カジノ vip 33 The business year of the オンライン カジノ vip shall commence on April 1 of each year and end on March 31 of the following year.
(Record date of year-end dividends)
オンライン カジノ vip 34 Record date of year-end dividends of the オンライン カジノ vip shall be March 31 of each year.
(Interim dividends)
オンライン カジノ vip 35 The オンライン カジノ vip may, by resolution of the Board of Directors, pay interim dividends as of the record date, which is September 30 of each year.
(Period of limitation for dividends)
オンライン カジノ vip 36 If dividend assets are in cash and remain unreceived after the lapse of three full years following the day on which such dividend became due and payable, the オンライン カジノ vip shall be relieved of the obligation to pay such dividend.
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