articles of incorporation
Chapter 1 General Provisions
(Trade name)
Article 1Our company shall be called J-OIL MILLS, INC. In English, we shall display it as J-OIL MILLS, INC.
(the purpose)
Article 2Thepurpose of the Company is to operate the following businesses and to control, supervise and manage the business activities of companies operating the following businesses and foreign companies operating equivalent businesses by owning shares in those companies.
(1) Manufacturing, processing and sales of oils, fats and oil cakes
(2) Starch production, processing and sales
(3) Sale of various foods and beverages
(4) Manufacturing, processing and sales of food additives, seasonings and confectionery and baking ingredients
(5) Processing and sales of agricultural, livestock and marine products, and manufacturing of food products using these as ingredients
(6) Manufacturing, processing and sales of feed and fertilizer
(7) Cultivation, growth, processing, and sales of agricultural products
(8) Manufacturing, processing and sales of medicines, cosmetics and soaps
(9) Manufacturing, processing and sales of industrial chemicals and adhesives
(10) Sale of oil, gas and other fuels
(11) Sale of daily necessities
(12) Warehousing, port transportation, general trucking, trucking handling and automobile maintenance
(13) Buying, selling, exchanging, leasing, and intermediation, brokerage, management, and use of real estate
(14) Customs brokerage and shipping agency business
(15) Environmental measurement-related contract work
(16) Design, manufacture, sale, repair and maintenance of food manufacturing equipment and plants
(17) Parking lot management
(18) Food packaging industry
(19) Non-life insurance agency business, insurance agency business based on the Automobile Liability Security Law, and business related to the solicitation of life insurance
(20) Security and guard services and management of building facilities
(21) Research, analysis, planning and implementation of sales activities and sales promotion activities
(22) Any business incidental or related to the above items
(Location of head office)
Article 3The Company's head office shall be located in Chuo-ku, Tokyo.
(institution)
Article 4In addition to the general meeting of shareholders and the board of directors, the Company shall have the following organs:
1. Board of Directors
2. Auditors
3. Board of Auditors
4. Accounting Auditor
(Method of Public Notice)
Article 5The method of public notice of the Company shall be electronic notice. However, in the event that electronic notice is not possible due to an accident or other unavoidable circumstances, the notice shall be published in the Nihon Keizai Shimbun.
Chapter 2 Stocks
(Total number of authorized shares)
Article 6The total number of shares that the Company is authorized to issue shall be 54,000,000.
(Number of shares per unit)
Article 7The number of shares per unit of the Company shall be 100 shares.
(Rights with respect to shares less than one unit)
Article 8Shareholders of the Company may not exercise any rights other than those listed below with respect to shares less than one unit held by them.
1. Rights set forth in each item of Article 189, Paragraph 2 of the Companies Act
2. Right to make a claim under Article 166, Paragraph 1 of the Companies Act
3. The right to receive allotments of offered shares and stock acquisition rights in accordance with the number of shares held by shareholders
4. Right to make claims under the following article
(Purchase of shares less than one unit)
Article 9.A shareholder of the Company may, in accordance with the Share Handling Regulations, request the sale to him/her of a number of shares which, when combined with the number of shares less than one unit held by him/her, will equal one unit of shares.
(Shareholder Registry Administrator)
Article 10The Company shall appoint a shareholder register administrator.
2.The shareholder register administrator and its place of business shall be determined by resolution of the Board of Directors and publicly announced.
3The preparation and maintenance of the Company's shareholder register and stock acquisition rights register and other affairs relating to the shareholder register and stock acquisition rights register shall be entrusted to a shareholder register administrator and shall not be handled by the Company.
(Share Handling Regulations)
Article 11The handling of the Company's shares shall be governed by the Share Handling Regulations established by the Board of Directors in addition to any provisions set forth in laws, regulations or these Articles of Incorporation.
Chapter 3 General Meeting of Shareholders
(convening)
Article 12The Company's ordinary general meeting of shareholders shall be convened within three months following the day following the end of each fiscal year, and extraordinary general meetings of shareholders shall be convened as necessary.
(Record date for the annual general meeting of shareholders)
Article 13The record date for voting rights at the Company's Ordinary General Meeting of Shareholders shall be March 31 of each year.
(Convener and Chairperson)
Article 14General Meetings of Shareholders shall be convened and chaired by the President and CEO pursuant to a resolution of the Board of Directors.
2In the event of an accident to the President and Director, another Director shall act in his place in accordance with the order of priority previously determined by the Board of Directors.
(Electronic Provision Measures, etc.)
Article 15When convening a general meeting of shareholders, the Company shall take measures to provide information, such as reference documents for the general meeting of shareholders, electronically.
2The Company may choose not to include in the written document to be delivered to a shareholder who has requested written delivery by the record date for voting rights all or part of the matters for which electronic provision measures are to be taken that are specified by the applicable Ordinance of the Ministry of Justice.
(Location of the general meeting of shareholders)
Article 16General meetings of shareholders of the Company may be held at any location.
(Method of Resolution)
Article 17Resolutions of the General Meeting of Shareholders shall be made by a majority vote of the shareholders in attendance and able to exercise their voting rights, unless otherwise provided for by law or these Articles of Incorporation.
2.Resolutions prescribed in Article 309, Paragraph 2 of the Companies Act shall be made by a majority of at least two-thirds of the voting rights of shareholders in attendance who hold at least one-third of the total voting rights of the shareholders who are entitled to exercise their voting rights.
(Proxy Voting)
Article 18A shareholder may exercise his/her voting rights at the general meeting of shareholders by appointing one other shareholder who has voting rights as his/her proxy.
2.A proxy must submit to the Company a document certifying his/her authority to act as proxy for each general meeting of shareholders.
Chapter 4 Directors and the Board of Directors
(Number of members)
Article 19The number of directors of the Company shall be no more than ten (10).
(Method of selection)
Article 20Directors shall be appointed at the general meeting of shareholders. However, a resolution to appoint directors shall be made by a majority vote at a meeting attended by shareholders holding at least one-third of the total voting rights of shareholders who are entitled to exercise their voting rights.
2.Resolutions for the appointment of directors shall not be by cumulative voting.
(Term)
Article 21The term of office of Directors shall be until the conclusion of the Ordinary General Meeting of Shareholders relating to the last business year ending within one year after their election.
(Convener and Chairperson)
Article 22Except as otherwise provided by law, meetings of the Board of Directors shall be convened and chaired by the Chairman of the Board of Directors.
2In the event that the position of Chairman of the Board of Directors is vacant or is unable to act, the President and Director shall act in his place, and in the event that the President and Director is unable to act, another Director shall act in his place in accordance with the order of priority previously determined by the Board of Directors.
(Convocation notice)
Article 23.Notice of a meeting of the Board of Directors shall be sent to each Director and each Audit & Supervisory Board Member at least three days prior to the date of the meeting. However, in case of emergency, this period may be shortened.
2.With the consent of all directors and auditors, a meeting of the board of directors may be held without going through the convocation procedure.
(Omission of resolutions of the board of directors)
Article 24When the requirements of Article 370 of the Companies Act are satisfied, the resolution of the Board of Directors shall be deemed to have been passed.
(Representative Director and Directors with Titles)
Article 25The Representative Director shall be selected by resolution of the Board of Directors.
2.By resolution of the Board of Directors, one Chairman and one President, and several Vice Chairmen, Executive Vice Presidents, Senior Managing Directors and Managing Directors may be appointed.
(Board of Directors Rules)
Article 26Matters relating to the Board of Directors shall be governed by laws and regulations, these Articles of Incorporation, and the Board of Directors Regulations established by the Board of Directors.
(Directors' Remuneration, etc.)
Article 27Remuneration, bonuses and other financial benefits that Directors will receive from the Company as consideration for the execution of their duties (hereinafter referred to as "Remuneration, etc.") shall be determined at a General Meeting of Shareholders.
(Limitation of liability agreements with directors)
Article 28Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Directors (excluding Executive Directors, etc.) limiting the liability for compensation under Article 423, Paragraph 1 of the same Act to the limit prescribed by law.
Chapter 5: Audit & Supervisory Board Members and the Board of Auditors
(Number of members)
Article 29The number of auditors of the Company shall be five or less.
(Method of selection)
Article 30.Auditors shall be appointed at the general meeting of shareholders. However, a resolution to appoint Auditors shall be made by a majority vote at a meeting attended by shareholders holding at least one-third of the total voting rights of shareholders who are entitled to exercise their voting rights.
(Term)
Article 31The term of office of Audit & Supervisory Board Members shall be until the conclusion of the Ordinary General Meeting of Shareholders relating to the last business year ending within four years after their election. The term of office of an Audit & Supervisory Board Member elected to replace an Audit & Supervisory Board Member who retired before the expiration of his/her term of office shall be until the expiration of the term of office of the Audit & Supervisory Board Member who retired.
(Effectiveness of Preliminary Selection for Alternate Audit & Supervisory Board Members)
Article 32The effectiveness of the preliminary selection of substitute auditors shall be until the start of the Ordinary General Meeting of Shareholders four years after the General Meeting of Shareholders at which the said election was made.
(Full-time Audit & Supervisory Board Member)
Article 33The Board of Auditors shall, by its resolution, appoint a standing Auditor.
(Convocation notice)
Article 34.Notice of a meeting of the Board of Corporate Auditors shall be sent to each Corporate Auditor at least three days prior to the date of the meeting. However, in case of emergency, this period may be shortened.
2.If all auditors agree, a meeting of the Audit & Supervisory Board may be held without going through the convening procedure.
(Rules of the Board of Auditors)
Article 35Matters relating to the Board of Corporate Auditors shall be governed by the laws and regulations, these Articles of Incorporation, and the rules of the Board of Corporate Auditors established by the Board of Corporate Auditors.
(Remuneration for Audit & Supervisory Board Members)
Article 36Remuneration for Audit & Supervisory Board Members shall be determined at the General Meeting of Shareholders.
(Limitation of liability agreement with auditors)
Article 37Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Audit & Supervisory Board Members limiting their liability for compensation under Article 423, Paragraph 1 of the said Act to the limit prescribed by law.
Chapter 6 Calculation
(Fiscal year)
Article 38The Company’s fiscal year shall run from April 1st of each year to March 31st of the following year.
(Dividends of Surplus, etc.)
Article 39.The Company may, except as otherwise provided by law, determine by resolution of the Board of Directors the matters set out in each item of Article 459, Paragraph 1 of the Companies Act, including distribution of surplus funds.
(Record date for dividends of surplus)
Article 40The Company may pay dividends of surplus to shareholders or registered pledgees of shares recorded in the final shareholder register as of March 31 or September 30 of each year.
(Statute of Limitations for Dividends, etc.)
Article 41If the dividend property is in the form of money, and is not received within three full years from the date of commencement of payment, the Company shall be relieved of the obligation to pay such dividend.
2.No interest will accrue on unpaid dividends.
(Supplementary Provisions)
- The deletion of Article 16 of the current Articles of Incorporation (Internet disclosure and deemed provision of reference documents for general shareholders meetings, etc.) and the establishment of the proposed Article 15 (Electronic provision measures, etc.) shall take effect on September 1, 2022 (hereinafter referred to as the "Effective Date"), which is the date of enforcement of the amendments set out in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019).
- Notwithstanding the provisions of the preceding paragraph, Article 16 of the current Articles of Incorporation shall remain in effect for any general shareholders' meeting whose date is set to be within six months from the effective date.
- This Supplementary Provision shall be deleted six months after the effective date or three months after the date of the general shareholders' meeting set forth in the preceding paragraph, whichever is later.
Established on April 1, 2002
Revised on December 20, 2002
Revised on June 27, 2003
Revised on June 29, 2004
Revised on June 29, 2005
Revised on June 29, 2006
Revised on June 28, 2007
Revised on June 27, 2008
Revised on June 26, 2009
Revised on June 23, 2015
Revised on June 24, 2016
Revised on June 22, 2017
Last updated: June 27, 2022