Komatsu : Articles of incorporation

(TRANSLATION)

ARTICLES OF INCORPORATION

KOMATSU LTD.

(TRANSLATION)

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

ARTICLES OF INCORPORATION OF KOMATSU LTD.

(Amended as of June 21, 2022)

CHAPTER I. GENERAL PROVISIONS

Article 1. Corporate Name

The name of the Company shall be Kabushiki Kaisha Komatsu Seisakusho.

In English, the Company shall be called KOMATSU LTD.

Article 2. Objectives and Purposes

The objectives and purposes of the Company shall be to engage in the following businesses:

1. Manufacture, repair, sale and purchase of construction machinery, agricultural machinery, industrial machinery, automobiles, internal combustion engines and various types of other machinery and equipment and parts thereof.
2. Manufacture, sale and purchase of various iron and steel goods.
3. Smelting, processing, sale and purchase of various types of iron and steel, pig-iron, ferroalloys and other special metals.
4. Manufacture, sale and purchase of various types of electric materials and equipment.
5. Manufacture, sale and purchase of various synthetic resin products.
6. Manufacture, repair, sale and purchase of various armaments and parts thereof.
7. Mining industry, and sale and purchase of minerals.
8. Designing, executing, supervising and contracting various types of civil engineering and construction work for plants, dwelling house, and other structures.
9. Sale and purchase of lumber, processed lumber products and various types of civil engineering and construction materials, machinery and equipment.
10. Sale, purchase and lease of real property.
11. Manufacture, sale and repair of industrial waste and general waste treatment devices.
12. Collection, transportation, treatment and recycling of industrial waste and general waste, sale of such recycled products, and consulting on these matters.
13. Development, creation, sales and consulting on computer software and computer systems.
14. Electronic commerce using networks such as the internet.
15. Information processing and information providing service.
16. Financing services
17. All business incidental to each and every one of the preceding items.
18. Investing in other companies or promoting the organization of other companies.

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Article 3. Location of Head Office

The Company shall have its head office in Minato-ku, Tokyo.

Article 4. Corporate Organizations

The Company shall have the following organizations other than the General Meeting of Shareholders and Directors:

1. Board of Directors;
2. Audit & Supervisory Board Members;
3. Audit & Supervisory Board: and
4. Accounting Auditors.

Article 5. Method of Public Notice

The method of public notices by the Company shall be electronic public notice, provided, however, that if, the use of the electronic public notice becomes impossible, due to an accident or any other unavoidable reason, the public notices of the Company shall be made by publication in The Nihon Keizai Shimbun published in Tokyo.

CHAPTER II. SHARES

Article 6. Total Number of Shares Authorized to be Issued

The total number of shares authorized to be issued by the Company shall be three billion nine hundred fifty five million (3,955,000,000) shares.

Article 7. Acquisition by the Company of Its Own Shares

In accordance with the provisions of Article 165, Paragraph 2 of the Companies Act of Japan, the Company may acquire its own shares through transactions in the market, etc., by a resolution of the Board of Directors.

Article 8. Number of Shares Constituting One Unit (Tangen) of Shares

The number of shares constituting one (1) unit (Tangen) of shares of the Company shall be one hundred (100).

Article 9. Rights to Shares Constituting Less Than One Unit (Tangen) of Shares

Shareholders of the Company are not entitled to exercise their rights pertaining to shares constituting less than one (1) unit (Tangen) of shares held by them, except for the following rights:

1. The rights provided for in each item of Article 189, Paragraph 2 of the Companies Act of Japan;
2. The right to make a request provided for in the provisions of Article 166, Paragraph 1 of the Companies Act of Japan;
3. The right to receive the allotment of offered shares and offered stock acquisition rights in proportion to the number of shares held by each shareholder; and
4. The right to make a request provided for in the immediately following Article.

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Article 10. Purchase of Shares to Increase the Number of Shares of Shareholders Holding Shares not Constituting One Unit (Tangen) of Shares

A shareholder of the Company may, in accordance with the Share Handling Regulations of the Company, request the Company to sell such number of shares as will, when aggregated with the shares constituting less than one (1) unit (Tangen) of shares held by him/her, constitute one (1) unit of shares.

Article 11. Transfer Agent

1. The Company shall have a Transfer Agent.
2. The Transfer Agent and the location of its business shall be designated by a resolution of the Board of Directors, and public notice thereof shall be given.
3. The administration of the Shareholders Register and the Register of Stock Acquisition Rights of the Company, and other matters relating to the Shareholders Register and the Register of Stock Acquisition Rights shall be entrusted with the Transfer Agent, and shall not be handled by the Company.

Article 12. Share Handling Regulations

The handling of shares of the Company and the fees thereof shall be governed by the "Share Handling Regulations" of the Company established by a resolution of the Board of Directors, as well as laws and regulations, and the Articles of Incorporation.

CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS

Article 13. Convocation of General Meeting of Shareholders

An Ordinary General Meeting of Shareholders of the Company shall be convened in June each year. An Extraordinary General Meeting of Shareholders may be convened whenever necessary.

Article 14. Record Date of Ordinary General Meeting of Shareholders

The record date of the voting rights at the Ordinary General Meeting of Shareholders of the Company shall be March 31 of each year.

Article 15. Person to Convene General Meeting of Shareholders and Person to Preside at the Board as Chairperson

1. A General Meeting of Shareholders shall be convened by a Director, in the order previously determined by the Board of Directors.
2. The President shall act as the chairperson of the General Meeting of Shareholders. In the absence or disability of the President, a Director in the order previously determined by the Board of Directors may act as the chairperson thereof.

Article 16. Measures, etc. for Providing Information in Electronic Format

1． When the Company convenes a General Meeting of Shareholders, it shall take measures for providing in electronic format information that constitutes reference documents for the General Meeting of Shareholders, etc.

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2． Among items of information to be provided in electronic format, the Company may exclude all or some of those items designated by the Ministerial Ordinance of the Ministry of Justice from statements in the paper documents to be delivered to shareholders who requested the delivery of paper documents by the record date of voting rights.

Article 17. Exercise of Voting Rights by Proxy

1. A shareholder of the Company may exercise his/her voting rights at a General Meeting of Shareholders by one (1) proxy who shall be another shareholder of the Company eligible for exercising such voting rights of the Company.
2. In the case of the preceding paragraph, a shareholder or proxy shall submit to the Company a document certifying the proxy's power of representation at each General Meeting of Shareholders.

Article 18. Method of Resolutions of General Meetings of Shareholders

1. Unless otherwise provided for in laws and regulations or these Articles of Incorporation, resolutions of a General Meeting of Shareholders shall be adopted by a majority of the voting rights of the shareholders who are eligible to exercise the voting rights and who are present at the meeting.
2. Resolutions made pursuant to Article 309, Paragraph 2 of the Companies Act of Japan shall be adopted by two-thirds (2/3) or more of the voting rights of the shareholders who are eligible to exercise the voting rights and who are present at the meeting, at which meeting the shareholders holding one-third (1/3) or more of the voting rights of all shareholders eligible to exercise the voting rights must be present.

CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS

Article 19. Number of Directors

The Company shall have no more than fifteen (15) directors.

Article 20. Method of Election of Directors

1. Directors shall be elected at a General Meeting of Shareholders of the Company.
2. A resolution for the election of a Director shall be adopted by a majority of the voting rights of the shareholders who are eligible to exercise the voting rights and who are present at the meeting, at which meeting the shareholders holding one-third (1/3) or more of the voting rights of all shareholders eligible to exercise the voting rights must be present.
3. Cumulative voting shall not be used in a resolution for the election of a Director.

Article 21. Representative Directors, etc.

1. The Board of Directors shall, by its resolution, appoint the Representative Directors who shall represent the Company.
2. The Board of Directors shall determine, by its resolution, one (1) President from among Directors and Executive Officers.
3. The Board of Directors may determine, by its resolution, one (1) Chairperson from among Directors, and may grant special titles to one or more Directors as deemed necessary.

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