Nissan Shatai : Articles of Incorporation

Articles of Incorporation

Nissan Shatai Co., Ltd.

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Nissan Shatai Co., Ltd. Articles of Incorporation

Instituted	February 1949
Revised	June 1949
Revised	November 1951
Revised	November 1955
Revised	June 1956
Revised	May 1959
Revised	December 1959
Revised	June 1961
Revised	December 1961
Revised	December 1963
Revised	December 1964
Revised	May 1967
Revised	November 1968
Revised	May 1971
Revised	May 1975
Revised	June 1982
Revised	June 1987
Revised	June 1988
Revised	June 1991
Revised	June 1994
Revised	June 1999
Revised	June 2002
Revised	June 2003
Revised	June 2004
Revised	June 2006
Revised	June 2009
Revised	June 2012
Revised	March 2014
Revised	June 2015
Revised	June 2022

Chapter 1 General Provisions

Article 1 (Trade name)

The name of the Company shall be Nissan Shatai Kabushikikaisha.

Article 2 (Purposes)

The purpose of the Company shall be to engage in any or all of the following business activities:

1. Activities relating to the development, manufacture, sale, and repair of the products set out below:
2. 1. Motor vehicles and vehicle parts;
   2. Machine tools, press machinery, transportation equipment, dies, resin dies, and jigs and tools;
3. The buying, selling, leasing, and management of real estate or intermediary;

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1. Contracting for the design, implementation, and supervision of buildings, civil engineering equipment, electrical equipment, water supply and drainage equipment, sanitation equipment, and air-conditioning equipment;
2. The leasing of movables;
3. The undertaking of commissioned information-processing business and the sale of software and office-automation equipment;
4. Worker dispatching placement, private employment service, and management consulting;
5. Contracting for the design of vehicle parts and general accounting work;
6. Motor vehicle transportation;
7. The operation and management of sports, cultural, exhibition-hall, accommodation, and other facilities and ancillary facilities for the sale of food, beverages, and other products;
8. The planning and implementation of industrial and commercial designs; and
9. Any businesses incidental or relating to the preceding items.

Article 3 (Location of head office)

The Company's head office shall be located in Hiratsuka, Kanagawa Prefecture.

Article 4 (Organizations)

The Company shall establish the following in addition to the general shareholders meeting and the directors:

1. Board of Directors
2. Statutory auditors
3. Board of Statutory Auditors
4. Accounting auditor

Article 5 (Method of public notices)

Public notices by the Company shall be issued electronically; provided, however, that if, owing to accident or any other unavoidable reason, it is not possible to issue public notices electronically, they shall be inserted in the Nihon Keizai Shimbun.

Chapter 2 Shares

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Article 6 (Total number of shares authorized to be issued by the Company)

The total number of shares authorized to be issued by the Company shall be 400 million.

Article 7 (Acquisition of own shares)

The Company may, by resolution of the Board of Directors, acquire its own shares through market transactions and other means pursuant to Article 165, Paragraph 2 of the Companies Act.

Article 8 (Number of shares in share unit)

The number of shares in the Company's share unit shall be one hundred.

Article 9 (Rights concerning shares fewer than the number that constitutes one share unit)

The Company's shareholders may not, with regard to shares they hold that are fewer than the number constituting one share unit, exercise rights other than those referred to in the three items below:

1. The rights set out in any of the items in Article 189, Paragraph 2 of the Companies Act
2. The right to make demands pursuant to Article 166, Paragraph 1 of the Companies Act
3. The entitlement, in proportion to the number of shares held by each shareholder, to the allotment of shares for subscription and to the allotment of share options for subscription

Article 10 (Administrator of shareholder register)

1. The Company shall appoint an administrator of the shareholder register.
2. The administrator of the shareholder register and its place of business shall be determined by resolution of the Company's Board of Directors, and public notice thereof shall be issued.
3. The preparation and keeping of the Company's shareholder register and share option register and other administration relating to the Company's shareholder register and share option register shall not be undertaken by the Company but shall be entrusted to the administrator of the shareholder register.

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Article 11 (Rules for handling shares)

Handling of the Company's shares and the fees therefor shall be in accordance with applicable laws and these Articles of Incorporation, and also the rules for handling shares laid down by the Board of Directors.

Chapter 3 General Shareholders Meetings

Article 12 (Convocation)

1. The president shall, by resolution of the Board of Directors, convene an ordinary general shareholders meeting in June of each year, and extraordinary general shareholders meetings whenever necessary.
2. In the event that circumstances prevent the president from carrying out the above, another director shall act in the president's place in accordance with an order of priority determined in advance by the Board of Directors.

Article 13 (Date of record for ordinary general shareholders meetings)

The date of record for voting rights at the Company's ordinary general shareholders meeting shall be March 31 of each year.

Article 14 (Venue)

The Company's general shareholders meetings shall convene in the area in which its head office is located or in Chiyoda-ku or Chuo-ku in Tokyo.

Article 15 (Chairperson)

1. The chairperson of general shareholders meetings shall be the president.
2. In the event that circumstances prevent the president from carrying out the above, another director shall act in the president's place in accordance with an order of priority determined in advance by the Board of Directors.

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

1. When the Company convenes a general shareholders meeting, it shall take measures for providing information that constitutes the content of reference materials for the general shareholders meeting, etc. in electronic format.

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