Statute of the company

Chapter 1 General rules

Trade Name

Article 1.TheCompany shall be referred to as TRUSCO NAKAYAMA Corporation and shall be referred to as TRUSCO NAKAYAMA CORPORATION in English.

Purpose

Article 2The purpose of this company is to carry out the following business.

1. Sale of transportation machinery and appliances
2. Sale of various conveyors, forklift trucks, hand trucks, and automatic three-dimensional warehouse equipment
3. Sales of office machinery, drafting machinery, computer software, electronic calculators and accessories
4. Furniture, fittings, store fixture, partitions, safes, blinds, kitchen equipment, dressing tables, kitchen storage supplies (cupboards, hanging cupboards, etc.), prefabricated houses, ladders, stepladders, incinerators, metal shelves, metal gates, metal lattices , Metal doors, shutters, various steel shelves, various steel cabinets for sale
5. Cutting tools, measuring instruments / measuring instruments / analytical instruments / testing machines, electric measuring instruments, surveying machinery / instruments, powders and gold products, metal machine tools / accessories, mold parts, tool cages, jigs, magnet tools, Sale of electric tools, pneumatic tools, work tools, abrasives, grinding grindstones, emery sand, polishing cloth, work protective equipment, piping tools, pumps, valves, joints, automobile accessories and automobile tools.
6. Sale of industrial rubber products, plastic products (containers, tanks), rubber belts, pulleys, paints, adhesives and lubricants
7. Automatic control equipment, pneumatic / hydraulic equipment, construction cargo handling equipment (winding machine, sling, etc.), construction machinery, metal machine tools, metal processing machines, compressors, blowers, electric motors, generators, motors / reduction gears, packaging・ Sales of packing machines and welding equipment
8. Transformers, electric switches, switchboards, power control equipment, wiring equipment, electric wires / cables, household electrical equipment, batteries / dry batteries, air conditioning equipment (cooling / heating equipment, ventilation fans, etc.), video equipment, light bulbs / electric lighting equipment , Sales of communication equipment, gas equipment, petroleum equipment
9. Sales of medical equipment and physics and chemistry equipment
10. Sales of solar power generation systems, water purifiers, dust collectors, washing machines, industrial waste treatment machines, and machinery for recycling recycled resources
11. Musical instruments, books, stationery, toys, sporting goods, entertainment goods, precious metal products, jewelry, clothes, bedding, fur products, leather products, bags, bags, watches, cameras, eyeglasses, pottery crafts, arts and crafts, Western tableware. , Ceramics, paper containers, hardware, health equipment, do-it-yourself supplies, daily miscellaneous goods sales
12. Sale and import / export of rice grains, foodstuffs, alcoholic beverages, beverages, feed, agriculture, forestry and fisheries livestock products and processed products.
13. Sales of pharmaceuticals, quasi-drugs, and cosmetics
14. Sale of cigarettes, smoking equipment, etc.
15. Design, manufacture and processing of the articles in front (2), (3), (4), (5), (6), (7), (8), (9), (10)
16. Leasing and export of goods from the previous (1), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11) Enter
17. Civil engineering work, construction work, carpentry work, jumping / earthwork work, stone work, roof work, electrical work, pipe work, tile / brick / block work, steel structure work, rebar work, hosiery work, shunsetsu work, sheet metal work , Glass work, painting work, waterproof work, interior finishing work, machinery / equipment installation work, thermal insulation work, telecommunications work, joinery work, water supply facility work, etc.
18. Buying and selling, managing, renting and brokering real estate
19. Sale of beer tickets, rice tickets, gift certificates, book tickets
20. Holding and managing of securities
21. Operation of parking lot
22. All businesses incidental to each of the above items

Head office location

Article 3Our company has its head office in Minato-ku, Tokyo.

Installation of engine

Article 4The Company shall have a Director of directors, corporate auditors, a board of corporate auditors and an accounting auditor.

Notification method

Article 5The public notice method of the Company shall be electronic public notice. However, in the event of an accident or other unavoidable reason for which electronic public notice cannot be given, the public notice will be published in the Nihon Keizai Shimbun.

Chapter 2 Stocks

(Total number of issuable shares)

Article 6The total number of issuable shares of the Company shall be 110,000,000 shares.

(Number of shares per unit)

Article 7The number of shares constituting one unit of the Company shall be 100 shares, which shall be one unit of shares.

(Request for additional purchase of shares less than one unit)

Article 8Shareholders who hold shares less than one unit of the Company request the Company to sell to themselves the number of shares less than one unit together with the number of shares less than four units, as stipulated in the Share Handling Regulations. can do.

(Shareholder list administrator)

Article 9The Company has a shareholder registry administrator for each share.

(Stock handling rules)

Article 10Procedures for exercising shareholder rights of the Company and other handling of shares shall be in accordance with laws and regulations, the Articles of Incorporation, and the share handling rules established by the Director of Directors.

Chapter 3 General Meeting of Shareholders

(Reference date)

Article 11The Company shall be shareholders who can exercise their rights at the Ordinary General Meeting of Shareholders with the shareholders recorded in the shareholder list on December 31st of each year.

(Time of convocation)

Article 12The Ordinary General Meeting of Shareholders of the Company shall convene within three months from the end of each business year.

(Convener and Chair)

Article 13 TheGeneral Meeting of Shareholders shall be convened by the President and Director and chaired. If the President has an accident, other Director will fall under the order prescribed by the Director of Director.

(Resolution requirements)

Article 14Unless otherwise provided by law or the Articles of Incorporation, the resolution of the shareholders' meeting shall be made by a majority of the voting rights of the shareholders present.

2.The resolution of the shareholders' meeting pursuant to the provisions of Article 309, Paragraph 2 of the Companies Act shall be attended by shareholders who hold one-third or more of the voting rights of the shareholders who can exercise their voting rights, and three minutes of their voting rights. Do it with a large number that corresponds to 2 or more of.

(Internet disclosure of reference documents, etc.)

Article 15The Company may disclose information on matters to be stated or displayed in the reference documents, financial statements and business reports of the general meeting of shareholders on the Internet pursuant to the provisions of the Ordinance of the Ministry of Justice.

(Exercise of voting rights on behalf of)

Article 16Shareholders may exercise their voting rights on behalf of one other shareholder who has voting rights. In this case, the shareholder or agent must submit a document certifying the right of representation at each general meeting.

Chapter 4 Director and board of Directors

(Number of members and selection method)

Article 17The number of Director of the Company shall be 10 or less and shall be appointed at the general meeting of shareholders.

2.The election of Director shall be made at a general meeting of shareholders with a majority of the voting rights attended by shareholders who have one-third or more of the voting rights of the shareholders who can exercise their voting rights.

(Convener and Chair)

Article 18The appointment of Director shall not be based on cumulative voting.

(Term of office)

Article 19The term of office of Director shall be until the conclusion of the ordinary general meeting of shareholders for the last business year ending within one year after their election.

2.The term of office of Director appointed by increasing or substituting shall be the same as the remaining term of office of other Director.

(President)

Article 20 TheDirector of Director selects some Company President from among the directors.

(Director with title)

Article 21By a resolution of the Director of Directors, one President shall be Director. In addition, if necessary, the chairman of the Director, the Director chairman of the Director, the vice President of the board, the Senior Executive Director, and a few Executive Director may be Director as directors with roles.

2.The President represents the Director and controls the business of the Director, and the Director with a role assists the President and divides the business.

(Limited liability contract with the Director)

Article 22The Company, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, contracts with Director (excluding those who are executive Director, etc.) to limit liability for damages caused by neglect of duties. Can be concluded. However, the maximum amount of liability based on the contract shall be the amount stipulated by law.

(Convocation of the board of Director)

Article 23 TheDirector of Directors shall be convened and chaired by the President and Representative Director unless otherwise provided by law. If the President has an accident, other Director will fall under the order prescribed by the Director of Director.

(Notice of convocation of the board of Director)

Article 24When convening a Director, a notice shall be issued to each Director and each corporate auditor at least three days before the date of the meeting. However, if there is an urgent need to convene, the Board of Director may be held without going through the convocation procedure with the consent of all Director and corporate auditors.

(resolution)

Article 25The resolution of the Director of Director shall be made by a majority of the Director who attended by more than two-thirds of the directors.

2.When the Director propose the purpose of the resolution of the board of Director, all the Director who can participate in the resolution of the matter indicate their consent in writing or electronically, and the corporate auditors do not object. , It is considered that the approval resolution of the Director has been passed.

(minutes)

Article 26The minutes of the Director shall state or record the progress of the proceedings and their results, as well as other matters stipulated by laws and regulations, and the chairman and the Director and corporate auditors present shall sign or electronically sign.

Chapter 5 Corporate Auditors and Board of Corporate Auditors

(Number of members and selection method)

Article 27 The number of corporate auditors of the Company shall be no more than five and shall be appointed at the general meeting of shareholders.

2.Audit & Supervisory Board Members shall be appointed by a majority of the voting rights of shareholders who have one-third or more of the voting rights of the shareholders who can exercise their voting rights at the general meeting of shareholders.

(Term of office)

Article 28The term of office of Audit & Supervisory Board Members shall be until the conclusion of the Ordinary General Meeting of Shareholders for the last business year ending within four years after their election.

2.The term of office of Audit & Supervisory Board Members appointed by substitute shall be the same as the remaining term of office of their predecessors.

(Effect of Resolution on Appointment of Substitute Audit & Supervisory Board Members)

Article 29 Theperiod during which the resolution relating to the appointment of a substitute corporate auditor is effective shall be until the start of the ordinary general meeting of shareholders for the last business year ending within two years after the general meeting of shareholders in which the appointment was made. ..

(Full-time Auditor of the Company)

Article 30 TheBoard of Full-time Auditor of the Company from among the corporate auditors.

(Limited liability contract with Audit & Supervisory Board Members)

Article 31The Company may conclude a contract with Audit & Supervisory Board Members to limit liability for damages due to neglect of duties pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act. However, the maximum amount of liability based on the contract shall be the amount stipulated by law.

(Notice of Convocation of Audit & Supervisory Board)

Article 32When convening a board of corporate auditors, a notice shall be issued to each corporate auditor at least three days before the date of the meeting. However, if there is an urgent need to convene, the Board of Corporate Auditors may be held with the consent of all Audit & Supervisory Board Members without going through the convocation procedure.

(resolution)

Article 33Resolutions of the Board of Corporate Auditors shall be made by a majority of Corporate Auditors, unless otherwise provided by law.

(minutes)

Article 34The minutes of the Board of Corporate Auditors shall state or record the progress of the proceedings and their results, as well as other matters stipulated by laws and regulations, and the attending Audit & Supervisory Board Members shall sign or electronically sign.

Chapter 6 Accounting Auditor

(Establishment of accounting auditor)

Article 35The Company shall appoint an accounting auditor.

(Method of appointing accounting auditor)

Article 36 TheAccounting Auditor shall be appointed by a resolution of the General Meeting of Shareholders.

(Term of office of accounting auditor)

Article 37The term of office of the Accounting Auditor shall be until the conclusion of the Ordinary General Meeting of Shareholders for the last business year ending within one year after the appointment.

2.If no other resolution is made at the ordinary general meeting of shareholders set forth in the preceding paragraph, it shall be deemed to have been reappointed at the ordinary general meeting of shareholders.

Chapter 7 Calculations

(Fiscal year)

Article 38The business year of the Company shall be from January 1st to December 31st every year.

(Distribution decision-making body for surplus)

Article 39The Company may pay dividends of surplus, etc. by resolution of the Director of Directors, as required by law.

2.The Company will not pay dividends of surplus, etc. specified in the preceding paragraph by resolution of the shareholders' meeting.

(Record date for distribution of surplus)

Article 40 Theyear-end dividend as a dividend of surplus may be paid on December 31st of each year, and the interim dividend may be paid to the shareholders or registered stock pledgees recorded on the shareholder list on June 30th of each year.

(Acquisition of treasury stock)

Article 41By a resolution of the Director, treasury stock may be acquired through market transactions, etc.

(Dividend exclusion period)

Article 42 If the year-end dividend or interim dividend is not received within three years from the date of payment start, the Company is exempt from the obligation to pay it.