Chapter 1. General Provisions
Article 1 (Trade Name of Company)
(1)
The name of the Company shall be Daido Tokushuko Kabushiki Kaisha.
(2)
The name of the Company shall be written in English as Daido Steel Co., Ltd.
Article 2 (Purpose)
The purpose of the Company is to operate the following businesses:
1.
Manufacturing, processing and sales of specialty steels, super alloys and plain steels
2.
Manufacturing, processing and sales of metallic or non-metallic powders
3.
Manufacturing, processing and sales of magnetic or electronic materials
4.
Manufacturing, processing and sales of aluminum, titanium and other non-ferrous metals and non-ferrous alloys
5.
Manufacturing, processing and sales of non-metallic materials, such as ceramics and carbon fibers, and their composite materials
6.
Manufacturing and sales of weapons
7.
Manufacturing, sales and maintenance of industrial furnaces, electronic or electric machinery and equipment, and other industrial machinery and equipment
8.
Manufacturing, sales and maintenance of air pollution control equipment, water treatment equipment, waste treatment equipment, and other pollution control or environmental improvement devices and equipment
9.
Sales of technologies that are incidental to those mentioned in the preceding items
10.
Sales and purchase, leasing, and management of real estate, and leasing of movables
11.
Non-life insurance agent business and life insurance solicitation business
12.
Design, construction and undertaking of civil engineering and construction works
13.
Sales of garment, food and grocery products
14.
Travel agency and planning and organization of various events
15.
Management of sports teams and sports facilities
16.
Development and sales of information processing or telecommunication systems and software
17.
Supply of electric power
18.
Prepress, printing and bookbinding services, sales of printed materials, and advertising
19.
Processing of scrap iron and alloy wastes and brick wastes generated from production of metallic or other products, and development of methods of recycling those scraps and wastes, and sales of recycled products
20.
All businesses relating to those mentioned in the preceding items.
Article 3 (Location of the Head Office)
The Company shall have its head office in Nagoya, Japan.
Article 4 (Institutions)
The Company shall have the following institutions outside of the General Meeting of Shareholders and Directors.
1.
Board of Directors
2.
Audit & Supervisory Committee
3.
Financial auditor
Article 5 (Method of Public Notice)
The method of public notices of the Company shall be electronic public notices. Provided, however, that if the Company is unable to give an electronic public notice because of an accident or any other unavoidable reason, public notices of the Company may be given in “The Nikkei” newspaper.
Chapter 2. Stock
Article 6 (Total Number of Shares Authorized to Be Issued)
The total number of shares authorized to be issued by the Company shall be 580,000,000.
Article 7 (Acquisition of Own Shares)
The Company may acquire its own shares by a resolution of the Board of Directors pursuant to Article 165, Paragraph 2 of the Companies Act.
Article 8 (Number of Shares Constituting a Share Unit)
The number of shares constituting one share unit of the Company shall be 100.
Article 9 (Rights Regarding Shares Less Than One Unit)
A shareholder of the Company may not exercise any rights other than the rights listed below with regard to shares less than one unit held by the shareholder:
1.
Rights set forth in items of Article 189, Paragraph 2 of the Companies Act
2.
Right to make a demand pursuant to the provisions of Article 166, Paragraph 1 of the Companies Act
3.
Right to receive an allotment of offered shares and offered share acquisition rights in proportion to the number of shares held by the shareholder
4.
The right to make a demand as provided for in the following Article
Article 10 (Additional Purchase of Shares Less Than One Unit)
A shareholder of the Company who holds shares less than one unit may, as provided for in the Share Handling Regulations, request the Company to sell to the shareholder a number of shares which will, when combined with the number of shares already held by the shareholder, constitute one share unit.
Article 11 (Shareholder Register Administrator)
(1)
The Company shall have a shareholder register administrator.
(2)
The shareholder register administrator and the place of business thereof shall be designated by resolution of the Board of Directors and public notice thereof shall be given.
(3)
The preparation and keeping of the shareholder register and the share acquisition right register of the Company and other administrations relating thereto shall be outsourced to the shareholder register administrator, and shall not be handled by the Company itself.
Article 12 (Share Handling Regulations)
Handling of the Company’s shares and the fees shall be governed by the Share Handling Regulations established by the Board of Directors, in addition to applicable laws and regulations and these Articles of Incorporation.
Chapter 3. General meeting of shareholders
Article 13 (Convocation of the General Meeting)
An Annual General Meeting of Shareholders of the Company shall be convened in June every year. An Extraordinary General Meeting of Shareholders shall be convened whenever necessary.
Article 14 (Record Date of Annual General Meeting of Shareholders)
The record date for voting rights at the Company’s Annual General Meeting of Shareholders shall be March 31 every year.
Article 15 (Convenor of the General Meeting)
(1)
Unless otherwise provided for by laws and regulations, pursuant to the resolution of the Board of Directors, a General Meeting of Shareholders shall be convened by the President.
(2)
In cases where the President is prevented from so acting, another Director who is designated in accordance with an order of priority determined in advance by the Board of Directors shall so act.
Article 16 (Chairmanship of the General Meeting)
(1)
The President shall chair the General Meeting of Shareholders.
(2)
In cases where the President is prevented from so acting, another Director who is designated in accordance with an order of priority determined in advance by the Board of Directors shall so act.
Article 17 (Proxy Voting)
A shareholder of the Company may exercise his, her or its voting rights by authorizing one (1) other shareholder of the Company with voting rights to act as proxy; provided however, that a letter of proxy must be submitted to the Company for each and every General Meeting of Shareholders.
Article 18 (Method of Resolutions of the General Meeting)
(1)
Unless otherwise provided for by laws and regulations, and these Articles of Incorporation, resolutions of a General Meeting of Shareholders shall be made by a majority of the votes of the shareholders who are present at the meeting and entitled to exercise their votes at such meetings.
(2)
Notwithstanding the provisions of the preceding paragraph, resolutions of a General Meeting of Shareholders as prescribed in Article 309, Paragraph 2 of the Companies Act shall be made by at least two-thirds of the votes of the shareholders present at the meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present.
Article 19 (Minutes of the General Meeting)
A summary of the progress of the agenda of the General Meeting of Shareholders and the results thereof, along with other matters provided for by laws and regulations shall be specified or recorded in the meeting minutes.
Article 20 (Measures, etc. for Providing Information in Electronic Format)
(1)
When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format.
(2)
Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights.
Article 21 (Resolution of the Policies to Respond to a Large-Scale Purchase of the Company’s Shares, etc.)
(1)
Unless pertaining to matters provided for in laws and regulations or matters separately established in these Articles of Incorporation, the establishment, amendment, continuation or abolition of policies to respond to a large-scale purchase of the Company’s shares, etc. may be determined at a General Meeting of Shareholders by resolution thereof.
(2)
Policies to respond to a large-scale purchase of the Company’s shares, etc., as mentioned in the preceding paragraph, shall mean initiatives intended to prevent decisions on the Company’s financial or business policies from being controlled by any persons who are inappropriate according to the Company’s basic policy with respect to required qualities of persons who control decisions on the Company’s financial or business policies.
Article 22 (Institutions to Determine Allotment of Share Acquisition Rights without Contribution)
Unless otherwise provided for by resolution of the Board of Directors, the Company’s determination of matters relating to allotment to shareholders of share acquisition rights without contribution may be made by resolution of a General Meeting of Shareholders or by resolution of the Board of Directors based upon delegation thereto by a resolution of a General Meeting of Shareholders.
Chapter 4. Directors and the Board of Directors
Article 23 (Number of Directors)
(1)
The Company shall have no more than 15 Directors (excluding Directors who are Audit & Supervisory Committee Members)
(2)
The Company shall have no more than four Directors who are Audit & Supervisory Committee Members.
Article 24 (Election of Directors)
(1)
Directors shall be categorized as Directors who are Audit & Supervisory Committee Members and other Directors, and elected at the General Meeting of Shareholders.
(2)
The election of a Director shall be resolved by a majority of the votes of the shareholders present at the meeting where the shareholders holding at least one-third of the voting rights of the shareholders entitled to exercise their votes at such meetings are present.
(3)
The election of Directors shall not be conducted by cumulative voting.
Article 25 (Term of Office of Directors)
(1)
The term of office of Directors (excluding Directors who are Audit & Supervisory Committee Members) shall be until the conclusion of the Annual General Meeting of Shareholders for the last business year ending within one year after his/her election.
(2)
The term of office of Directors (excluding Directors who are Audit & Supervisory Committee Members) elected for increasing the number of Directors or due to a vacancy of a Directorship shall be until the expiration of the term of office of the incumbent Director (excluding Directors who are Audit & Supervisory Committee Members).
(3)
The term of office of Directors who are Audit & Supervisory Committee Members shall be until the conclusion of the Annual General Meeting of Shareholders for the last business year ending within two years after his/her election.
(4)
The term of office of a Director who is an Audit & Supervisory Committee Member elected as a substitute for a Director who is an Audit & Supervisory Committee Member who resigned before the expiration of his/her term of office shall be until the expiration of the term of office of the retired Director who is an Audit & Supervisory Committee Member.
Article 26 (Representative Directors and Directors with Titles)
(1)
The Company may, by resolution of the Board of Directors, appoint one Chairman, one President, and a small number of Vice Presidents and a Managing Directors, from the Directors (excluding Directors who are Audit & Supervisory Committee Members).
(2)
Chairman of the Board of Directors, President and Vice President(s) shall represent the Company
Article 27 (Duties of Directors with Titles)
(1)
Chairman of the Board of Directors shall chair the meetings of the Board of Directors.
(2)
President shall execute resolutions of the Board of Directors and shall exercise general control over the business and affairs of the Company.
(3)
Vice President(s) and Managing Director(s) shall assist President and carry out the Company’s day-to-day operations.
(4)
In cases where no one serves as Chairman of the Board of Directors or Chairman of the Board of Directors is prevented from so acting, the President shall take the role of chairing the meeting. If the President is prevented from so acting, another Director of the Company shall so act as determined by the Board of Directors.
Article 28 (Remuneration, etc. of Directors)
Directors’ remuneration, bonuses and other property benefits received from the Company in exchange for the execution of duties shall be determined by a resolution of the General Meeting of Shareholders after categorizing according to Directors who are Audit & Supervisory Committee Members and other Directors.
Article 29 (Convenor of Board of Directors’ Meetings)
(1)
The President shall convene meetings of the Board of Directors, excluding particular instances stipulated in laws and regulations.
(2)
In cases where the President is prevented from so acting, another Director who is designated in accordance with an order of priority determined in advance by the Board of Directors shall so act.
Article 30 (Convocation Notice of Board of Directors’ Meetings)
Notice of convocation of meetings of the Board of Directors shall be issued to each Director at least three days prior to the date of the meeting. Provided, however, that in case of emergency, this period may be shortened.
Article 31 (Delegation of Decisions on Important Business Execution)
In accordance with Article 399-13 Paragraph 6 of the Companies Act, the Board of Directors may, by resolution, delegate all or part of decisions on the execution important business matters (excluding the matters listed in each item of Paragraph 5 of the same Article) to Directors
Article 32 (Method of Resolutions of the Board of Directors)
(1)
A resolution of the Board of Directors shall be adopted by the majority vote at a session with the attendance of the majority of Directors eligible for voting.
(2)
The Company shall deem that a resolution of the Board of Directors has been made in cases where the requirements set forth in Article 370 of the Companies Act have been fulfilled.
Article 33 (Minutes of Board of Directors’ Meetings)
(1)
The outline and results of the proceedings of the Board of Directors meetings and other matters stipulated in laws and regulations shall be described or recorded in the minutes, and the Directors present shall write and seal their names or provide an electronic signature.
(2)
The matters for which resolutions are deemed to have been adopted under Paragraph (2) of the preceding Article and any other matters provided for by laws and regulations shall be specified or recorded in the minutes.
Article 34 (Regulations on the Board of Directors)
Matters related to the Board of Directors shall be governed by Regulations on the Board of Directors stipulated by the Board of Directors, in addition to laws and regulations and these Articles of Incorporation.
Article 35 (Advisors and Senior Advisors)
The Company may appoint one (1) or more Advisors and Senior Advisors by resolutions of the Board of Directors. Provided, however, that the term of office of any Advisor or Senior Advisor shall be no more than one year.
Article 36 (Release of Liability of Directors)
(1)
Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt a Director (including a person who was formerly a Director) from his/her liability for damages arising from neglecting his/her duties to the extent permitted by laws and regulations.
(2)
Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may conclude an agreement with Directors (excluding those are executive directors, etc.) to limit liability for damages for failure to perform his/her duties. Provided, however, that the maximum amount of liability based on the agreement shall be the amount prescribed by laws and regulations.
Chapter 5. Audit & Supervisory Committee
Article 37 (Full-time Audit & Supervisory Committee Member)
The Audit & Supervisory Committee may, by its resolution, select Full-time Audit & Supervisory Committee Members.
Article 38 (Convocation Notice of Audit & Supervisory Committee Meetings)
Notice of convocation of the Audit & Supervisory Committee shall be issued to each Audit & Supervisory Committee Member at least three days prior to the date of the meeting. Provided, however, that in case of emergency, this period may be shortened.
Article 39 (Regulations on the Audit & Supervisory Committee)
Matters related to the Audit & Supervisory Committee shall be governed by Regulations on the Audit & Supervisory Committee stipulated by the Audit & Supervisory Committee, in addition to laws and regulations and these Articles of Incorporation.
Chapter 6. Financial Auditor
Article 40 (Election of Financial Auditor)
Financial Auditor shall be elected at the General Meeting of Shareholders.
Article 41 (Term of Office of Financial Auditor)
(1)
The term of office of Financial Auditor shall be until the conclusion of the Annual General Meeting of Shareholders for the last business year ending within one year after the election.
(2)
Unless otherwise resolved at the Annual General Meeting of Shareholders in the preceding paragraph, the Financial Auditor shall be deemed to have been reelected at such Annual General Meeting of Shareholders.
Chapter 7. Accounts
Article 42 (Business Years)
The business year of the Company shall commence on April 1 of each year and end on March 31 of the following year.
Article 43 (Institution to Determine Dividends of Surplus, etc.)
Unless otherwise provided for by laws and regulations, the Company may, by resolution of the Board of Directors, determine dividends of surplus and other matters set forth in the items of Article 459, Paragraph 1 of the Companies Act.
Article 44 (Record Date for Year-end Dividends of Surplus)
The record date for year-end dividends of surplus of the Company shall be March 31 of each year.
Article 45 (Record Date for Interim Dividends)
The Company may, by resolution of the Board of Directors, distribute interim dividends, and the record date for determination of shareholders entitled to receive such interim dividends shall be September 30 of each year.
Article 46 (Prescription for Payment)
In cases where the dividend property is monetary and the dividends have not been received after the lapse of three full years from the date of commencement of payment thereof, the Company shall be exempt from the obligation to pay such dividends.
Supplementary Provisions
Article 1
The Company, by resolution of the Board of Directors, may release Audit & Supervisory Board Members (including persons who were Audit & Supervisory Board Members) prescribed in Article 423, Paragraph 1 of the Companies Act concerning actions prior to the conclusion of the 98th Annual General Meeting of Shareholders to limit liability for damages for failure to perform his/her duties.
(Amended on January 1, 2024)