Tokyu Fudosan : Articles of Incorporation

[Translation for reference only]

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT

This is an English translation of the original Japanese-language document and is provided for convenience only. In all cases, the Japanese-language original shall prevail.

Tokyu Fudosan Holdings Corporation

Articles of Incorporation

(Revised: March 2, 2023)

Chapter 1 General Provisions

(Trade Name)

Article 1. The name of the Company shall be Tokyu Fudosan Holdings Kabushiki Kaisha. It shall be written in English as Tokyu Fudosan Holdings Corporation.

(Purpose)

Article 2. The purpose of the Company shall be to control and manage the business activities of companies engaged in the following businesses through the ownership of shares or equity in said companies.

1. Management, leasing, purchase, sale, agency services, purchase and sale on consignment, consulting and appraisal of real estate properties
2. Construction of buildings as well as design, supervision, execution, contracting, and mediation of construction and civil engineering works, landscape gardening, and construction of ancillary buildings for residential districts and the like
3. Manufacture, sale, import and export of construction materials
4. Management of commercial facilities, accommodation facilities, amusement parks, restaurants, parking lots, and sports facilities, etc.
5. Retail businesses
6. Consignment welfare businesses
7. Investment in tokutei mokuteki kaisha (TMKs), special purpose companies (SPCs: companies designated in the rules relating to the terminology, form, and preparation methods of financial statements), and real estate investment trusts (REITs), as well as purchase, sale, brokerage and management of equity interests thereof
8. Type II financial instruments businesses, investment advisory and agency businesses, and investment management businesses stipulated in the Financial Instruments and Exchange Act
9. Investment corporation asset management businesses and investment trust management businesses in accordance with the Act on Investment Trusts and Investment Corporations
10. Money lending secured by real estate and rights or securities related to real estate, agency services, other money lending, loan administrative services and debt guarantees

1. Management of private nursing homes, in-homelong-term care service businesses and preventive long-term care service businesses in accordance with the Long-Term Care Insurance Act
2. Management of cableway businesses
3. Travel agency businesses
4. Businesses in accordance with the Act on Specified Joint Real Estate Ventures
5. Telecommunications businesses and electric power service businesses
6. Development, design, sale, operation and management of computer systems and software
7. Non-lifeinsurance agency businesses and businesses related to life insurance solicitation
8. Comprehensive leasing and general rental businesses
9. Warehouse businesses and automobile and freight forwarding businesses
10. Worker dispatching businesses according to the Act for Worker Dispatching Undertakings
11. Security services according to the Securities Service Act
12. Heat supply businesses and maintenance of heat supply facilities
13. Other commerce in general
14. All other businesses incidental or related to the above items

2. The Company may carry out businesses listed in each item under the preceding paragraph as well as the following businesses and all other businesses incidental to or related thereof.

1. Corporate planning, general affairs, human resources, finance-related businesses and other businesses deemed necessary for Group companies, etc.
2. Concentration and allocation of funds for Group companies, etc., lending businesses and management of surplus funds

(Location of Head Office)

Article 3. The Company's Head Office shall be in Shibuya-ku, Tokyo.

(Organs)

Article 4. The Company shall have the following organs, in addition to the General Meeting of Shareholders and Directors.

1. Board of Directors
2. Audit & Supervisory Board Members
3. Audit & Supervisory Board
4. Accounting Auditor

(Method of Public Notice)

Article 5. The Company shall give public notice through electronic notices. However, in the event that electronic notices cannot be published due to accident or other unavoidable reason, the Company shall publish notices in the Nikkei (Nihon Keizai Shimbun) newspaper.

Chapter 2 Shares

(Total Number of Authorized Shares)

Article 6. The total number of authorized shares of the Company shall be 2,400,000,000 shares.

(Acquisition of Treasury Stock)

Article 7. The Company may acquire treasury stock by resolution of the Board of Directors, pursuant to the provisions of Article 165 (2) of the Companies Act.

(Number of Shares Per Unit)

Article 8. The number of shares of the Company per unit shall be 100 shares.

(Rights Concerning Shares Less than One Unit)

Article 9. Shareholders of the Company may not exercise rights concerning shares less than one unit other than the following rights.

1. Rights stated in Article 189 (2) of the Companies Act
2. The right to make a request pursuant to the provisions of Article 166 (1) of the Companies Act
3. The right to receive an allotment of offered shares and the right to receive an allotment of offered stock acquisition rights in accordance with the number of shares held by shareholders
4. The right to make a request as specified in the following article

(Additional Purchase of Shares Less Than One Unit)

Article 10. Any shareholder of the Company may request the Company to sell them a number of shares that, together with shares constituting less than one unit held by the shareholder, would constitute one unit of shares, pursuant to the Share Handling Rules.

(Administrator of the Shareholder Register)

Article 11. The Company shall have an administrator of the Shareholder Register.

1. The administrator of the Shareholder Register, and the location where administrative duties are undertaken, shall be determined by resolution of the Board of Directors, and public notice shall be given.
2. The Company shall delegate to the administrator of the Shareholder Register the preparation and maintenance of the Shareholder Register and Register of Stock Acquisition Rights, as well as other administrative work related to the Shareholder Register and Register of Stock Acquisition Rights, and shall not engage in these activities.

(Share Handling Rules)

Article 12. Procedures for exercising shareholder rights of the Company and other handling and fees related to shares shall be governed by law, regulation, and the Articles of Incorporation, as well as by the Share Handling Rules established by the Board of Directors.

Chapter 3 General Meeting of Shareholders

(Convocation)

Article 13. The 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 at other times, as necessary.

(Record Date for the Ordinary General Meeting of Shareholders)

Article 14. The record date for voting rights at the Ordinary General Meeting of Shareholders of the Company shall be March 31 each year.

(Convenor and Chairperson)

Article 15. The President shall convoke and chair the General Meeting of Shareholders.

2. Where accident renders the President unable to perform these duties, another Director shall convoke and chair the General Meeting of Shareholders, according to an order designated in advance by the Board of Directors.

(Measures for Electronic Provision, Etc.)

Article 16. In convening a General Meeting of Shareholders, the Company shall provide information contained in the reference documents for the General Meeting of Shareholders, etc. electronically.

2. Among the matters to be provided electronically, the Company may elect not to include all or part of the matters stipulated in the ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested its delivery by the record date for voting rights.

(Method of Resolution)

Article 17. A resolution of the General Meeting of Shareholders shall be made by a majority of the votes of the attending shareholders who are eligible to exercise voting rights, unless otherwise prescribed by law, regulation or the Articles of Incorporation.

2. Resolutions that fall under the provisions of Article 309 (2) of the Companies Act shall be made by a majority of at least two-thirds (2/3) of the votes of the shareholders present, who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are eligible to exercise voting rights.

(Proxy Exercise of Voting Rights)

Article 18. A shareholder may exercise voting rights through a single proxy who is a shareholder of the Company with voting rights.

2. The shareholder or proxy must submit to the Company documentary evidence of the power of attorney for each General Meeting of Shareholders.

Chapter 4 Directors and the Board of Directors

(Number of Directors)

Article 19. The number of Directors of the Company shall not exceed fifteen (15).

(Method of Appointment)

Article 20. Directors shall be elected at the General Meeting of Shareholders.

1. The appointment of Directors shall be resolved by a majority vote of the shareholders present, who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are eligible to exercise voting rights.
2. The appointment of Directors shall not be resolved by cumulative vote.

(Term of Office)

Article 21. The term of office of Directors shall expire at the conclusion of the Ordinary General Meeting of Shareholders pertaining to the final fiscal year ending within one (1) year from the date when they were appointed.

(Representative Director and Directors who are Corporate Officers)

Article 22. Representative Directors shall be appointed by resolution of the Board of Directors.

2. The Board of Directors shall select, by resolution, one (1) Chairman, one (1) Vice Chairman, one (1) President, and several Vice Presidents, Senior Managing Directors, and Managing Directors.

(Notice of Convocation of Meetings of the Board of Directors)

Article 23. Notice of the convocation of meetings of the Board of Directors shall be dispatched to each Director and Audit & Supervisory Board Member at least three (3) days prior to the day of the meeting. However, this notice period may be shortened where necessary in the case of emergency.

2. Meetings of the Board of Directors may be held without completing this convocation procedure, where consent is given by all Directors and Audit & Supervisory Board Members.

(Omission of Resolution of the Board of Directors)

Article 24. A matter shall be deemed resolved by the Board of Directors where it satisfies the conditions stipulated under Article 370 of the Companies Act.

(Board of Directors Regulations)

Article 25. Matters concerning the Board of Directors shall be governed by law, regulation, and the Articles of Incorporation, as well as by the Board of Directors Regulations established by the Board of Directors.

(Remuneration, etc.)

Article 26. Remuneration, bonuses, and any other forms of financial benefit received by Directors as consideration for their execution of duties (hereinafter "remuneration, etc.") shall be decided by resolution of the General Meeting of Shareholders.