Investor Relations

Articles of Incorporation of FUJI OIL HOLDINGS INC.

CHAPTER 1 GENERAL PROVISIONS

Article 1 Trade Name

The Company is called Fuji Seiyu Gurūpu Honsha Kabushiki Kaisha, which is written in English as FUJI OIL HOLDINGS INC.

Article 2 Purpose

The purpose of the Company shall be to engage in the following businesses and, by holding shares or equity in companies (including foreign enterprises) and other corporations, etc. engaging in the following businesses, to control and manage the business activities of such companies, etc., as well as engaging in all businesses relating or incidental thereto:

  • Manufacture, processing and sale and purchase of fats and oils, protein and by-products thereof;
  • Manufacture, processing and sale and purchase of foodstuffs;
  • Manufacture, processing and sale and purchase of fertilizers;
  • Manufacture, processing and sale and purchase of feed;
  • Manufacture, processing and sale and purchase of pharmaceutical products;
  • Import and export of raw materials and products relevant to above-listed businesses;
  • Agency and intermediary business for the trading of edible fats and oils and their processed products;
  • Warehousing, marine freight transportation, and general trucking business;
  • Sale and purchase, lease and management of real properties;
  • Non-life insurance agency business, life insurance agency business, and insurance agency business under the Automobile Liability Security Law;
  • Sale of computers, peripherals and software, and information processing services using computer related devices;
  • Planning, drafting and implementation of various trainings for human resources development; and
  • Any and all businesses incidental or relating to any of the foregoing items.

Article 3 Location of Head Office

The Company shall have its head office in Izumisano City, Osaka Prefecture.

Article 4 Method of Giving Public Notices

The public notices of the Company shall be given in the Nihon Keizai Shimbun.

CHAPTER 2 SHARES

Article 5 Total Number of Issuable Shares

The total number of issuable shares of the Company shall be 357,324,000 shares.

Article 6 Acquisition of its Shares

The Company may, by a resolution of the Board of Directors, purchase its shares by market transactions and other permitted methods.

Article 7 Number of Shares Constituting One Unit of Shares

The number of shares constituting one unit of shares of the Company shall be 100 shares.

Article 8 Record Date

  • The Company shall deem any shareholder having the right to vote entered or recorded in the latest register of shareholders as of March 31 of each year to be a shareholder who is entitled to exercise his/her rights at the ordinary general meeting of shareholders for that particular business year.
  • In addition to the preceding paragraph, whenever necessary, the Company may, by a resolution of the Board of Directors and by giving prior public notice, deem any shareholder or registered pledgee of shares entered or recorded in the latest register of shareholders as of a specified date to be a shareholder or registered pledgee of shares who is entitled to exercise his/her rights.

Article 9 Administrator of Shareholder Registry

  • The Company shall have an administrator of shareholder registry.
  • The administrator of shareholder registry and the place of business of such administrator shall be designated by a resolution of the Board of Directors and the public notice thereof shall be given.
  • The register of shareholders and the register of stock acquisition rights of the Company shall be kept in the place of business of the administrator of shareholder registry, and entries made in the register of shareholders and the register of stock acquisition rights, the purchase of shares amounting to less than one unit and other matters related to the shares and stock acquisition rights shall be handled by the administrator of shareholder registry and not by the Company.

Article 10 Share Handling Regulations

The handling of and charges for the Company's shares shall be governed by laws and regulations or by these Articles of Incorporation as well as the Share Handling Regulations established by the Board of Directors.

CHAPTER 3 GENERAL MEETING OF SHAREHOLDERS

Article 11 Convocation

An ordinary general meeting of shareholders of the Company shall be convened in June of each year, and an extraordinary general meeting of shareholders may be convened whenever necessary. General meetings of shareholders shall be convened in Osaka Prefecture.

Article 12 Person to Convene General Meeting of Shareholders and Chairman

  • Unless otherwise provided by laws and regulations, the President shall convene a general meeting of shareholders in accordance with a resolution of the Board of Directors. If the President is unable to act, one of the other Directors, in the order fixed in advance by the Board of Directors, shall convene the meeting.
  • The President shall serve as chairman of the general meeting of shareholders. If the President is unable to act, one of the other Directors, in the order fixed in advance by the Board of Directors, shall act in his/her place.

Article 13 Disclosure of Reference Materials for General Meeting of Shareholders via the Internet and Deemed Provision

When convening a general meeting of shareholders, it may be deemed that the Company has provided shareholders with information concerning matters that should be described or presented in reference materials for the general meeting of shareholders, business reports, and non-consolidated and consolidated financial statements, provided that they are disclosed via the Internet in accordance with the provisions of the Ordinance of the Ministry of Justice.

Article 14 Method of Resolutions

  • Unless otherwise provided by laws and regulations or these Articles of Incorporation, resolutions of the general meeting of shareholders shall be adopted by a majority of votes of shareholders entitled to vote present at the meeting.
  • Resolutions made pursuant to Article 309, paragraph 2 of the Companies Act shall be adopted by an affirmative vote of two-thirds (2/3) or more of the voting rights of shareholders present at the meeting, a quorum for which shall be the presence of shareholders with one-third (1/3) or more of the voting rights exercisable for such meeting.

Article 15 Exercise of Voting Rights by Proxy

  • A shareholder may exercise his/her voting right by a proxy who is also a shareholder having voting rights in the Company.
  • In the case of the preceding paragraph, the shareholder or proxy shall submit to the Company a document evidencing the power of proxy at each general meeting of shareholders.

Article 16 Minutes

The minutes shall be prepared with respect to the business of the general meeting of shareholders in accordance with the provisions of laws and regulations.

CHAPTER 4 DIRECTORS AND BOARD OF DIRECTORS

Article 17 Establishment of Board of Directors

The Company shall establish the Board of Directors.

Article 18 Number of Directors

The number of Directors of the Company shall not be more than sixteen (16).

Article 19 Election of Directors

  • Directors shall be elected by a resolution of the general meeting of shareholders.
  • Resolutions for the election of Directors shall be adopted by an affirmative vote of the majority of voting rights of shareholders present at the general meeting of shareholders, a quorum for which shall be the presence of shareholders with one-third (1/3) or more of the voting rights exercisable for such meeting.
  • No cumulative voting shall be used for a resolution for the election of Directors.

Article 20 Term of Office of Directors

  • The term of office of Directors shall expire at the close of the ordinary general meeting of shareholders held with respect to the last business year ending within one (1) year after their election.
  • The term of office of a Director elected to increase the number of Directors or to fill the vacancy of a Director who retired prior to the expiration of his/her term of office shall expire upon the expiration of the term of office of the other Directors then in office.

Article 21 Exemption from Liability of Directors

  • The Company may, by a resolution of the Board of Directors, exempt a Director (including a person who was a Director) from the liability as set forth in Article 423, paragraph 1 of the Companies Act to the extent of the limit provided for in laws and regulations, provided that such Director has performed his/her duties in good faith and without gross negligence.
  • The Company may enter into a contract with an outside Director to limit the liability of such outside Director as set forth in Article 423, paragraph 1 of the Companies Act up to the limit of the amount provided for in laws and regulations, provided that such outside Director has performed his/her duties in good faith and without gross negligence.

Article 22 Board of Directors

The Board of Directors shall consist of all Directors and make decisions on the execution of important business of the Company.

Article 23 Person to Convene Meeting of Board of Directors and Chairman

Unless otherwise provided by laws and regulations, the person who convenes a meeting of the Board of Directors and serves as chairman of the meeting shall be governed by the Board of Directors Regulations.

Article 24 Notice to Convene Meeting of Board of Directors

  • The notice to convene a meeting of the Board of Directors shall be given to each Director and Corporate Auditor at least three (3) days prior to the date of the meeting; provided, however, that the above period may be shortened in case of emergency.
  • Notwithstanding the provisions of the preceding paragraph, when all Directors and Corporate Auditors give unanimous consent, the meeting of the Board of Directors may be held without the formal convocation procedures.

Article 25 Representative Directors and Directors with Specific Titles

  • The Company shall elect Representative Directors by a resolution of the Board of Directors.
  • The Representative Directors shall represent the Company and manage the affairs of the Company.
  • The Company may, by a resolution of the Board of Directors, elect a President, a Chairman, and one or more Vice Presidents, Senior Managing Directors and Managing Directors from among the Directors.

Article 26 Resolutions of Board of Directors

  • Resolutions of the Board of Directors require the presence of a majority of Directors entitled to participate in the voting and shall be adopted by a majority of the Directors present.
  • Notwithstanding the provisions of the preceding paragraph, the Company shall deem that matters to be resolved by the Board of Directors are adopted by a resolution of the Board of Directors if all Directors consent to such matters in writing or electronically, unless any Corporate Auditor expresses his/her objection to such matters.

Article 27 Board of Directors Regulations

Matters relating to the Board of Directors shall be governed by laws and regulations or by these Articles of Incorporation as well as the Board of Directors Regulations established by the Board of Directors.

Article 28 Remuneration, etc. for Directors

The remuneration, etc. for Directors shall be determined by a resolution of the general meeting of shareholders.

CHAPTER 5 CORPORATE AUDITORS AND BOARD OF CORPORATE AUDITORS

Article 29 Establishment of Corporate Auditors and Board of Corporate Auditors

The Company shall establish Corporate Auditors and the Board of Corporate Auditors.

Article 30 Number and Election of Corporate Auditors

  • The number of Corporate Auditors of the Company shall not be more than four (4).
  • Corporate Auditors shall be elected by a resolution of the general meeting of shareholders.
  • Resolutions for the election of Corporate Auditors shall be adopted by an affirmative vote of the majority of voting rights of shareholders present at the general meeting of shareholders, a quorum for which shall be the presence of shareholders with one-third (1/3) or more of the voting rights exercisable for such meeting.

Article 31 Term of Office of Corporate Auditors

The term of office of Corporate Auditors shall expire at the close of the ordinary general meeting of shareholders held with respect to the last business year ending within four (4) years after their election.

Article 32 Exemption from Liability of Corporate Auditors

  • The Company may, by a resolution of the Board of Directors, exempt a Corporate Auditor (including a person who was a Corporate Auditor) from the liability as set forth in Article 423, paragraph 1 of the Companies Act to the extent of the limit provided for in laws and regulations, provided that such Corporate Auditor has performed his/her duties in good faith and without gross negligence.
  • The Company may enter into a contract with an outside Corporate Auditor to limit the liability of such outside Corporate Auditor as set forth in Article 423, paragraph 1 of the Companies Act up to the limit of the amount provided for in laws and regulations, provided that such outside Corporate Auditor has performed his/her duties in good faith and without gross negligence.

Article 33 Full-time Corporate Auditors

The Board of Corporate Auditors shall elect full-time Corporate Auditors from among the Corporate Auditors.

Article 34 Notice to Convene Meeting of Board of Corporate Auditors

The notice to convene a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor at least three (3) days prior to the date of the meeting; provided, however, that the above period may be shortened in case of emergency.

Article 35 Board of Corporate Auditors Regulations

Matters relating to the Board of Corporate Auditors shall be governed by laws and regulations or by these Articles of Incorporation as well as the Board of Corporate Auditors Regulations established by the Board of Corporate Auditors.

Article 36 Remuneration, etc. for Corporate Auditors

The remuneration, etc. for Corporate Auditors shall be determined by a resolution of the general meeting of shareholders.

CHAPTER 6 ACCOUNTING AUDITORS

Article 37 Establishment of Accounting Auditors

The Company shall establish Accounting Auditors.

Article 38 Election of Accounting Auditors

Accounting Auditors shall be elected by a resolution of the general meeting of shareholders.

Article 39 Term of Office of Accounting Auditors

  • The term of office of Accounting Auditors shall expire at the close of the ordinary general meeting of shareholders held with respect to the last business year ending within one (1) year after their election.
  • Unless otherwise resolved at the ordinary general meeting of shareholders under the preceding paragraph, Accounting Auditors shall be deemed to have been re-elected at such ordinary general meeting of shareholders.

Article 40 Remuneration, etc. for Accounting Auditors

The remuneration, etc. for Accounting Auditors shall be determined by Representative Directors with the consent of the Board of Corporate Auditors.

CHAPTER 7 ACCOUNTS

Article 41 Business Year

The business year of the Company shall be one (1) year commencing on April 1 of each year until March 31 of the following year.

Article 42 Year-End Dividends

The Company shall, by a resolution of the general meeting of shareholders, pay dividends from surplus in cash (hereinafter referred to as "year-end dividends") to the shareholders or registered pledgees of shares entered or recorded in the latest register of shareholders as of March 31 of each year.

Article 43 Interim Dividends

The Company may, by a resolution of the Board of Directors, pay dividends from surplus as set forth in Article 454, paragraph 5 of the Companies Act (hereinafter referred to as "interim dividends") to the shareholders or registered pledgees of shares entered or recorded in the latest register of shareholders as of September 30 of each year.

Article 44 Period of Exclusion of Year-End Dividends and Interim Dividends

  • If year-end dividends and interim dividends remain unreceived for three (3) years from the date of commencement of payment, the Company shall be released from the obligation to pay such dividends.
  • Unpaid year-end dividends and interim dividends shall bear no interest.

CHAPTER 8 TAKEOVER DEFENSE MEASURES

Article 45 Adoption of Takeover Defense Measures

  • The Company shall determine matters provided for in laws and regulations or these Articles of Incorporation by a resolution of the general meeting of shareholders of the Company and may determine takeover defense measures by a resolution thereof.
  • As used in these Articles of Incorporation, "takeover defense measures" shall mean a course of action against takeovers, which have been introduced before takeover activities are initiated, including measures to make it difficult for a bidder to complete the buyout of the Company by issuing new shares or allotting share options without contribution or through other means which are not primarily intended for business purposes such as financing or business tie-up.

Article 46 Exercise of Countermeasures

In addition to cases permitted by laws and regulations, the general meeting of shareholders and the Board of Directors of the Company may resolve to take measures to make it difficult for a bidder to complete the buyout of the Company by issuing new shares or allotting share options without contribution or through other means which are not primarily intended for business purposes such as financing or business tie-up, based on takeover defense measures.

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