ARTICLES OF INCORPORATION

SOJITZ CORPORATION

Please note that these documents are English translations of the original Japanese versions prepared only for

your convenience. In the case of any discrepancy between the translation and the Japanese original, the latter

shall prevail. For formal and lexical amendments that do not involve changes in content, the English translations

are reviewed and updated from time to time to be more readable.

SOJITZ CORPORATION ARTICLES OF INCORPORATION

CHAPTER I GENERAL PROVISIONS

Article 1 (Trade Name)

The name of the Company shall be Sojitz Kabushiki Kaisha, and in English, Sojitz Corporation.

Article 2 (Purpose)

The purpose of the Company shall be to carry out the following businesses, as well as to control

and manage the business activities of companies that carry out the following businesses and the

foreign companies that carry out equivalent businesses, through the holding of shares or interests

therein:

1. The purchase and sale, and importation and exportation business for the following

products:

(a) Apparel, other textile products and their raw materials;

(b) Foods, sugar, fats and oils and their raw materials, agriculture and fishery products,

food products, beverages (including alcohol, spirits and beverages containing

alcohol), salt and tobacco;

(d) Electrical, electronic and communications machinery and equipment, precision

machinery and equipment (including measuring instruments, gauges and medical

devices), and other general machinery and equipment, exhaust gas desulfurizers

and other pollution prevention equipment, other various machinery and equipment

and vehicles, automobiles, marine vessels, aircraft and other transportation related

machinery, and their component parts;

(e) Iron and steel, nonferrous metals, metallic minerals, nonmetallic minerals, and their

products;

(f) Coal, petroleum, gas (including compressed gas and liquefied gas), other fuels,

nuclear materials for fuel and other resources, and their products;

(g) Lumber, ceramic materials and their products, and other building materials;

(h) Paper, pulp, rubber, leather and their products, as well as office supplies, athletic

equipment, musical instruments, furniture, and daily necessities and sundries;

(i) Dyes, pigments, paints, celluloids, plastics, other chemical products, explosives,

drugs (including pharmaceuticals, quasi-drugs, veterinary drugs, poisonous

substances and deleterious substances), radioactive substances, radioactive isotopes,

dental materials, sanitary products, cosmetics and their raw materials;

(j) Printed materials, publications and visual materials;

(k) Industrial water and drinking water;

(l) Development of energy through the use of wind power, solar heat, geothermal heat

and the like:

(m) Livestock and plants; and,

(o) firearms.

2. Manufacture and processing of the products of the preceding items and the contracting

business thereof (including research and development);

3. Planning, inspection, design, construction, supervision, contracting and consulting

business for construction, building, civil engineering and demolition works;

4. Repair of various machinery and equipment, various mechanical equipment, various

transportation related equipment and their component parts, as well as the contracting

business and supervision business for the installation work for various machinery and

equipment and various mechanical equipment;

5. Recycling business for used vehicles pursuant to the Act on Recycling of End-of-Life-

Automobiles;

6. Trading of greenhouse gas emission credits;

7. Agency business, brokerage business and wholesale business for the preceding respective

items;

8. Warehouse business, freight forwarding business, and agency business therefor;

9. Marine transportation business, ground transportation business, air transportation business

and agency business therefor;

10. Casualty insurance agency business, insurance agency business under the Act on Securing

Compensation for Automobile Accidents, business related to solicitations for life insurance,

and insurance brokerage business;

11. Purchase and sale, lease and lending, rental, brokerage and management business for real

estate;

12. Lease, lending and rental of movables and brokerage business therefor;

13. Purchase and sale business for precious metals, precious stones, works of art and

antiquities;

14. Development, mining and production of resources such as petroleum, coal, natural gas,

geothermal heat, solar heat, nuclear power, hydraulic power, wind power, other energy

resources, and minerals, agricultural products, marine products, livestock products, forests

and other animals and plants, as well as the excavation and sales of hot springs;

15. Agriculture, forestry and fisheries business (cultivation, livestock breeding, forestry,

lumbering, fishing, aquaculture and the like);

16. Business related to the generation and supply of electricity;

17. General waste disposal business, industrial waste disposal business and purification

treatment business for contaminated soil and water;

18. Acquisition, purchase and sale, leasing, planning, development, preservation, exploitation,

brokerage and conveyance of industrial property rights, knowhow, copyrights, other

intangible property rights, system engineering and software;

19. Business related to the processing and provision of data, telecommunications business,

wireless and cable television and radio broadcasting business, and program supply

business;

20. Production and sales business for publications, printed materials and visual materials;

21. Advertising business and advertising agency business;

22. Planning, management and implementation of events;

23. Production and sale of various educational books and materials, and management of

tutorial and cultural classrooms;

24. Holding, management, purchase and sale, brokerage, purchase and sale mediation, and

fiduciary services for negotiable securities and the like, purchase and sale of various

receivables, exchange transactions, credit cards, installment financing and various financial

businesses;

25 Contracting business related to accounting operations, the processing of financial

statements and payroll;

26. Collection and analysis of credit information and data supply services;

27. Commodities investment and sales business and commodities investment advisory

business;

28. Securities business, securities investment advisory business and investment advisory

business related to negotiable securities;

29. Management of hotels, inns, other tourist facilities, restaurants, golf courses, marine clubs

and other leisure and sports facilities;

30. Sale and brokerage of access rights and membership rights for membership hotels;

31. Management of hospitals, clinics, treatment facilities, fee-based senior citizens’ homes and

pharmacies;

32. Travel business and travel agency business under the Travel Agency Act;

33. Contingent laborer staffing business;

34. Inspection, maintenance and other services for constructions facilities conducted pursuant

to applicable laws and regulations as well as the consignment, contracting, agency and

brokerage business therefor;

35. Consulting for general corporate management and administration operations;

36. Investigations, research, education, training and consignment business as well as

consulting business therefor for the preceding respective items and the business incidental

or related thereto;

37. All business, and investment loans and guarantees incidental or related to the preceding

respective items; and,

38. Businesses other than those set out in the preceding respective items.

Article 3 (Location of Head Office)

The Company’s head office shall be located in Chiyoda-ku, Tokyo.

Article 4 (Corporate Bodies)

In addition to the General Shareholders’ Meeting and Directors, the Company shall establish the

following corporate bodies:

1. Board of Directors;

2. Audit and Supervisory Committee; and,

3. Accounting Auditors

Article 5 (Method of Public Notice)

The method of public notice for the Company shall be electronic public notice; provided, however,

that in the event of an accident or other unavoidable circumstances which render electronic public

notices impossible, the Company shall publish notices in the Nihon Keizai Shimbun.

CHAPTER II SHARES

Article 6 (Total Number of Shares Authorized for Issuance)

The total number of shares authorized for issuance by the Company shall be 500,000,000 shares.

Article 7 (Acquisition of Treasury Stock)

The Company, pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act, shall

be entitled to acquire treasury stock by resolution of the Board of Directors through market

transactions or the like.

Article 8 (Shares Constituting One Unit)

(1) The number of shares constituting one (1) unit of the Company’s shares shall be one

hundred (100) shares.

(2) The Company’s shareholders, in accordance with the provisions of the Share Handling

Rules, shall be entitled to request the sale of the number of shares which, together with the

fractional unit shares held thereby, will constitute the number of one share unit.

Article 9 (Share Handling Rules)

The handling and fees related to the Company’s shares and new share acquisition rights shall be

governed by laws, regulations, these Articles of Incorporation, and the Share Handling Rules

prescribed by the Board of Directors or the Directors delegated by resolution of the Board of

Directors.

Article 10 (Shareholder Register Administrator)

(1) The Company shall appoint a shareholder register administrator.

(2) The shareholder register administrator and its administrative office shall be designated by

the Board of Directors or the Directors delegated by resolution of the Board of Directors,

and public notice thereof shall be provided.

(3) The creation and keeping of the Company’s register of shareholders and register of new

share acquisition rights and other matters related to the register of shareholders and register

of new share acquisition rights shall be delegated to the shareholder register administrator,

and shall not be handled by the Company.

CHAPTER III GENERAL SHAREHOLDERS’ MEETING

Article 11 (Convocation)

(1) Ordinary General Shareholders’ Meetings shall be convened within three (3) months after

the end of each fiscal year, and Extraordinary General Shareholders’ Meetings shall be

convened as needed.

(2) The Company shall be entitled to hold General Shareholders’ Meetings without designating

a location for the General Shareholders’ Meeting.

Article 12 (Record Date for Ordinary General Shareholders’ Meeting)

The record date for voting rights in an Ordinary General Shareholders’ Meeting shall be

March 31

of each year.

Article 13 (Authorized Convenor and Chairperson)

(1) Unless otherwise prescribed under laws and regulations, the Director prescribed in advance

by the Board of Directors shall, by resolution of the Board of Directors, convene a General

Shareholders’ Meeting.

(2) If the Director prescribed in the preceding item is unavailable, another Director, in an order

prescribed in advance by the Board of Directors, shall convene the General Shareholders’

Meeting.

(3) The President shall serve as the chairperson of the General Shareholders’ Meeting.

(4) If the President is unavailable, another Director or Executive Officer, in an order prescribed

in advance by the Board of Directors, shall serve as the chairperson.

Article 14 (Electronic Provision Measures, etc.)

(1) When convening a General Shareholders’ Meeting, the Company shall adopt electronic

provision measures regarding the information contained in the reference materials and the

like for the General Shareholders’ Meeting.

(2) Of the matters subject to the electronic provision measures, the Company shall be entitled

to omit all or a portion of those matters prescribed by ordinance of the Ministry of Justice

in the documents delivered to those shareholders who have requested the delivery of

documents by the record date for voting rights.

Article 15 (Method of Resolution)

(1) Unless otherwise prescribed under laws, regulations or these Articles of Incorporation,

shareholder resolutions shall be passed by majority of the voting rights of the shareholders

who are in attendance and eligible to cast votes.

(2) The resolutions prescribed in Article 309, Paragraph 2 of the Companies Act shall be

passed at a meeting attended by shareholders possessing one-third (1/3) or more of the

voting rights of shareholders who are eligible to cast votes, by two-thirds (2/3) or more of

the voting rights of the shareholders who are in attendance and eligible to cast votes.

Article 16 (Voting by Proxy)

(1) A shareholder shall be entitled to exercise their voting rights through a proxy who is another

shareholder that holds the Company’s voting rights.

(2) The shareholder or the proxy of the preceding paragraph must submit a document attesting

to their right of proxy to the Company for each General Shareholders’ Meeting.

CHAPTER IV DIRECTORS, BOARD OF DIRECTORS AND AUDIT AND SUPERVISORY COMMITTEE

Article 17 (Number of Directors)

(1) The Company shall have no more than twelve (12) Directors.

(2) Of the Directors of the preceding item, the Company shall have no more than five (5)

Directors who are Audit and Supervisory Committee Members.

Article 18 (Election of Directors)

(1) Directors shall be elected by shareholder resolution which distinguishes those Directors

who are Audit and Supervisory Committee Members and other Directors.

(2) Resolutions for the election of Directors shall be passed at a meeting attended by

shareholders possessing one-third (1/3) or more of the voting rights of shareholders who

are eligible to cast votes, by a majority of the voting rights of the shareholders who are in

attendance and eligible to cast votes.

(3) Resolutions for the election of Directors shall not be passed by cumulative voting.

Article 19 (Term of Office for Directors)

(1) The term of office for Directors (excluding Directors who are Audit and Supervisory

Committee Members) shall expire upon the conclusion of the Ordinary General

Shareholders’ Meetings associated with the last fiscal year ending within one (1) year after

their election.

(2) The term of office for Directors who are Audit and Supervisory Committee Members shall

expire upon the conclusion of the Ordinary General Shareholders’ Meetings associated

with the last fiscal year ending within two (2) years after their election.

(3) The term of office for a Director who was elected to fill an increase in the number of

Directors or a vacancy for a Director (excluding a Director who is an Audit and Supervisory

Committee Member) who resigned prior to the expiration of his or her term of office shall

extend through the expiration of the term of office for the other Directors (excluding

Directors who are Audit and Supervisory Committee Members).

(4) The term of office for a Director who is an Audit and Supervisory Committee Member that

was elected to fill a vacancy for a Director who was an Audit and Supervisory Committee

Member that resigned prior to the expiration of his or her term of office shall extend through

the expiration of the term of office for the resigning Director who was an Audit and

Supervisory Committee Member.

(5) The effect of the election of a substitute Director who is an Audit and Supervisory

Committee Member shall extend through the commencement of the Ordinary General

Shareholders’ Meeting associated with the last fiscal year ending within two (2) years after

their election.

Article 20 (Representative Directors and Executive Officers, etc.)

(1) The Board of Directors shall elect Representative Directors from among the Directors

(excluding Directors who are Audit and Supervisory Committee Members).

(2) The Company shall appoint Executive Officers, and shall have them execute business.

(3) The Board of Directors shall elect one (1) President from among the Directors and

Executive Officers.

Article 21 (Authorized Convenor and Chairperson for Meetings of Board of Directors)

(1) Unless otherwise prescribed under laws and regulations, meetings of the Board of Directors

shall be convened and chaired by a Director prescribed in advance by the Board of

Directors.

(2) If the chairperson of the preceding item is unavailable, other Directors, in an order

prescribed in advance by the Board of Directors, shall convene and chair meetings of the

Board of Directors.

Article 22 (Notice of Convening of Meeting of the Board of Directors)

Notice of the convening of a meeting of the Board of Directors shall be issued to each Director by

no later than three (3) days prior to the meeting date; provided, however, that this time period may

be shortened in times of urgency.

Article 23 (Notice of Convening of Meeting of Audit and Supervisory Committee)

Notice of the convening of a meeting of the Audit and Supervisory Committee shall be issued to

each Director who is an Audit and Supervisory Committee Member by no later than three (3) days

prior to the meeting date; provided, however, that this time period may be shortened in times of

urgency..

Article 24 (Omission of Board of Directors’ Resolutions)

In the event a Director proposes a matter subject to resolution by the Board of Directors, if all of

the Directors who are eligible to participate in the corresponding proposal express their consent

thereto in writing or by electromagnetic record, the Company shall be entitled to deem that the

proposal has been passed by resolution of the Board of Directors.

Article 25 (Delegation of Decisions on Execution of Important Operations)

Pursuant to the provisions of Article 399-13, Paragraph 6 of the Companies Act, the Company, by

resolution of the Board of Directors, shall be entitled to delegate all or a portion of the decisions

concerning the execution of important operations (excluding the matters set out in the respective

items of Paragraph 5 of that same article) to Directors.

Article 26 (Board of Directors Rules and Audit and Supervisory Committee Rules)

Matters related to the Board of Directors and the Audit and Supervisory Committee shall be

governed by the provisions of laws, regulations, these Articles of Incorporation, and the Board of

Directors Rules and Audit and Supervisory Committee Rules.

Article 27 (Exemption of Directors from Liability)

(1) Pursuant to the provisions of Article 426, Paragraph 1 of the Companies Act, the Company,

by resolution of the Board of Directors, shall be entitled to exempt Directors (including

former Directors) who have neglected their duties from liability for the compensation of

damages, to the extent allowed under laws and regulations.

(2) Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company

shall be entitled to enter into agreements with Directors (excluding those who are Executive

Directors or the like) that limit the liability for the compensation of damages caused by

their neglect of duties; provided, however, that the limit of liability under such agreements

shall be the higher of a prescribed amount, which shall be at least JPY 10,000,000 or more,

or the minimum amount prescribed under Article 425, Paragraph 1 of the Companies Act.

CHAPTER Ⅴ ACCOUNTS

Article 28 (Fiscal Year)

The Company’s fiscal year shall be the one (1) year period from April 1

of each year through

March 31

of the following year.

Article 29 (Decision Making Body for Dividends of Surplus, etc.)

Unless otherwise prescribed under laws and regulations, the Company, by resolution of the Board

of Directors, shall be entitled to prescribe dividends of surplus and other matters set forth in the

respective items of Article 459. Paragraph 1 of the Companies Act.

Article 30 (Record Date for Dividends of Surplus)

(1) The record date for the Company’s year-end dividends shall be March 31

of each year.

(2) The record date for the Company’s interim dividends shall be September 30

of each year.

(3) In addition to the preceding two paragraphs, the record dates may be established and

dividends of surplus may be paid.

Article 31 (Exclusion Period for Dividend Property)

(1) If dividend property is not received even after the lapse of three (3) years from the initial

delivery date, the Company shall be released from its obligation to deliver that property.

(2) Interest shall not accrue on undelivered dividend property.

SUPPLEMENTARY PROVISIONS

(Transitional Measures Related to Exemption of Audit and Supervisory Board Members from

Liability)

(1) The Company, by resolution of the Board of Directors, shall be entitled to exempt Audit

and Supervisory Board Members (including former Audit and Supervisory Board

Members) from liability for the compensation of damages under the provisions of Article

423, Paragraph 1 of the Companies Act, to the extent allowed under laws and regulations,

for their actions prior to the conclusion of the 21st Ordinary General Shareholders’ Meeting.

(2) The agreements that limit liability for the compensation of damages under Article 423,

Paragraph 1 of the Companies Act for the actions of Audit and Supervisory Board Members

(including former Audit and Supervisory Board Members) prior to the conclusion of the

21st Ordinary General Shareholders’ Meeting, shall be governed by the provisions of

Article 32, Paragraph 2 of the Articles of Incorporation prior to the revision thereof by

shareholder resolution at the same general meeting.

Chronology

Enacted on April 1, 2003.

Revised on June 25, 2004 (modifications to Article 1 effective from July 1, 2004)

Revised on September 29, 2004.

Revised on October 1, 2005.

Revised on June 27, 2006 (modifications to Article 5 effective from September 1, 2006).

Revised on June 27, 2007.

Revised on June 25, 2008.

Revised on June 23, 2009.

Revised on June 22, 2010.

Revised on June 23, 2011.

Revised on June 26, 2012 (modifications to Article 3 effective from July 17, 2012).

Revised on June 16, 2016.

Revised on June 18, 2020.

Revised on October 1, 2021.

Revised on June 17, 2022.

Supplementary provisions deleted on March 2, 2023.

Revised on June 18, 2024.