Teijin : ARTICLES OF INCORPORATION

ARTICLES OF INCORPORATION

Last Revised on June 22,2022

TEIJIN LIMITED

Articles of Incorporation

Chapter I. General Provisions

Article 1. (Trade Name)

The name of the Company shall be TEIJIN KABUSHIKI KAISHA and in English

TEIJIN LIMITED.

Article 2. (Objectives)

The objectives of the Company shall be to carry out the following businesses and related businesses, and to control or manage the business of companies or others carrying out the following businesses and related businesses through holding shares or interests of such companies and others.

1． Manufacturing, processing and sale and purchase of the following items

1. Chemical and other fibers, and their materials and by-products;
2. Textile raw materials and products;
3. Plastics and other chemical products, and their materials and by-products;
4. Petrochemical products, and their materials and by-products;
5. Medicines, quasi-medicines, cosmetics and other chemical products, and their materials and by-products;
6. Textile, chemical and other machinery, equipment and instruments;
7. Medical equipment and appliances;
8. Electronic, analysis and data processing equipment, and related materials;
9. Automobile-relatedequipment;
10. Civil engineering and construction materials;
11. Furniture, ornaments, leisure goods and other sundry goods;
12. Foodstuffs and food additives, and their materials and by-products;

2． Leasing of the above items and others

3． Development and sale of software, and the data communication, data processing and data provider business;

4． Business relating to home healthcare and aiding and nursing in non-hospital facilities, and operation of medical related facilities;

5． Transportation, forwarding agency and warehousing business;

6． Sale and purchase, leasing and renting, and administration, and agency services for real property, and designing, administration and contracting of land reclamation and construction works;

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7． Financing, accident insurance agency and life-insurance soliciting business;

8． Operation of educational facilities;

9． Collection, transportation, processing and recycling of industrial and general waste; and

10． Sale and purchase, research, design, technical assistance and consulting business of technology and information related to the above items.

Article 3. (Location of Headquarters)

The headquarters of the Company shall be located in Osaka-city.

Article 4. (Method of Public Notices)

The Company shall use an electronic public notice as a method of public notice. If the electronic public notice should fail due to accident or other unavoidable circumstances, the public notice shall be made through the Nihon Keizai Shimbun.

Article 5. (Establishment of Organizations)

The Company shall have the following organizations in addition to the Ordinary General Meeting of Shareholders and Directors:

1. The Board of Directors
2. Statutory Auditors
3. The Board of Statutory Auditors
4. Accounting Auditor(s)

Chapter II. Shares

Article 6. (Total Number of Authorized Shares)

The total number of authorized shares of the Company shall be 600,000,000.

Article 7. (Number of Shares to constitute One Unit and Rights to Shares less than One Unit ("Odd-Lot Shares")

1． The number of shares to constitute one unit shall be 100.

2． The shareholders having only Odd-Lot Shares shall not be allowed to exercise rights other than the followings:

1. Rights as per each Item of Article 189, Paragraph 2 of the Companies Act
2. Right to request as per Article 166, Paragraph 1 of the Companies Act
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1. Rights to have allotment of shares and stock option according to the number of shares held by the shareholder
2. Rights to request the Company to sell Odd-Lot Shares as stipulated in Article 9

Article 8. (Administrator of Shareholder Registry)

1． The Company shall have an Administrator of Shareholder Registry.

2． The Administrator of Shareholder Registry and the place of its office shall be selected by a resolution of the Board of Directors and notified to the public.

Article 9. (Additional Purchase by Shareholders of Odd-Lot Shares)

Each shareholder who owns the Odd-Lot Shares may request the Company to sell the exact number of shares that would constitute one unit together with the Odd-Lot Shares then such shareholder holds.

Article 10. (Place of Custody of Shareholder Registry and Stock Option Registry, and the Affairs delegated to the Administrator of Shareholder Registry)

The preparation and custody of the Company's Shareholder Registry and the Stock Option Registry and the other affairs related to the Shareholder Registry and the Stock Option Registry shall be delegated to the Administrator of Shareholder Registry and not be done by the Company.

Article 11. (Share Handling Regulations)

The handling of the Company's shares and their charges shall be governed by the share handling regulations adopted by the Board of Directors as well as laws and these Articles of Incorporation.

Chapter III. General Meeting of Shareholders

Article 12. (Time and Venue of the General Meeting of Shareholders)

1． The Ordinary General Meeting of Shareholders shall be convened in June of every year.

2． An Extraordinary General Meeting of Shareholders shall whenever necessary be convened from time to time.

3． The Company shall hold the General Meeting of Shareholders in Prefecture of Osaka or Tokyo.

Article 13. (Record Date of the Ordinary General Meeting of Shareholders)

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

Article 14. (Measures for Providing Information in Electronic Format, etc.)

Upon convening a General Meeting of Shareholders, the Company shall take measures for providing information that constitutes the content of reference documents, etc. for the General Meeting of Shareholders in electronic format.

Among items to be provided information in electronic format, the Company may exclude all or part of the items stipulated in the Ordinance of the Ministry of Justice in the document that will be issued to shareholders who requested issuance of the document by the record date for voting rights.

Article 15. (Chairman of General Meeting of Shareholders)

The Representative Director of the Company appointed by the Board of Directors shall act as chairman of a General Meeting of Shareholders. When said Director is prevented from so acting, one of the other Directors shall act in his/her place in the order determined by the Board of Directors.

Article 16. (Method of Adopting Resolutions)

1． Unless otherwise provided for by laws or ordinances or by these Articles of Incorporation, the resolutions at the General Meeting of Shareholders shall be adopted by a majority of the voting rights of the shareholders present at the Meeting who are entitled to exercise voting rights.

2． The resolutions at a General Meeting of Shareholders stipulated in Article 309, Paragraph 2 of the Companies Act shall be adopted by two-thirds (2/3) or more of the votes of the shareholders present at the Meeting, a quorum of which is one-third (1/3) or more of voting rights of the shareholders entitled to exercise voting rights.

Article 17. (Exercise of Right of Voting by Proxy)

1． A shareholder or its legal representative may exercise by proxy its voting right at the General Meeting of Shareholders through one (1) representative who shall be a shareholder of the Company entitled to vote at that Meeting.

2． In such a case, such shareholder or its representative shall submit to the Company a document certifying his/her power or representation, prior to the opening of the General Meeting of Shareholders.

Article 18. (Minutes of the General Meeting of Shareholders)

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