Articles of incorporation

Chapter 1 General provisions

(Trade name)
Article 1Our company is called J-OIL MILLS, INC. In English, it is displayed as J-OIL MILLS, INC.

(the purpose)
Article 2:Our company operates the following businesses, and by owning the shares of companies that operate the following businesses and foreign companies that operate equivalent businesses, we control and manage the business activities of such companies. The purpose is to
(1) Manufacturing, processing, and sales of oils and fats and oil cakes
(2) Production, processing, and sales of starch
(3) Sale of various foods and beverages
(4) Manufacture, processing, and sales of food additives, seasonings, confectionery, and baking materials
(5) Processing and sales of agricultural and livestock products and marine products, and manufacturing of food products using these as raw materials
(6) Manufacture, processing, and sales of feed and fertilizers
(7) Cultivation, development, processing, and sales of agricultural products
(8) Manufacturing, processing, and sales of pharmaceuticals, cosmetics, and soaps
(9) Manufacturing, processing, and sales of industrial chemicals and adhesives
(10) Sale of oil, gas and other fuels
(11) Sales of daily necessities and miscellaneous goods
(12) Warehousing business, port transportation business, general freight truck transportation business, truck truck transportation handling business, and automobile maintenance business
(13) Buying, selling, exchanging, leasing, and brokering, mediation, management, and use of real estate
(14) Customs brokerage and shipping agency business
(15) Contract work related to environmental measurement
(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 Act, and business related to life insurance solicitation.
(20) Security and security services and management of building equipment
(21) Investigation, analysis, planning and implementation of sales activities and sales promotion activities
(22) All operations incidental to or related to each of the preceding items.

(Location of main store)
Article 3Our company's head office is located in Chuo-ku, Tokyo.

(institution)
Article 4In addition to The General Meeting of Stockholders and Member of the Board, the Company shall have the following bodies.
1.Board Board of Directors
2. Audit and Supervisory Board Member
3.Board Audit & Supervisory Committee
4. Accounting audit

(Method of public notice)
Article 5The company's method of public notice shall be electronic public notice. However, if electronic public notices are not possible due to accidents or other unavoidable reasons, public notices will be published in the Nihon Keizai Shimbun.

Chapter 2 Stocks

(Total number of authorized shares)
Article 6The total number of authorized shares of the Company shall be 54 million shares.

(Number of shares per unit)
Article 7The number of shares per unit of the Company shall be 100 shares.

(Rights regarding shares less than one unit)
Article 8Shareholders of the Company may not exercise any rights other than those listed below with respect to the shares that constitute less than one unit that they hold.
1. Rights listed in each item of Article 189, Paragraph 2 of the Companies Act
2. Right to make a claim pursuant to the provisions of Article 166, Paragraph 1 of the Companies Act
3. Right to receive allotment of shares for subscription and allotment of stock acquisition rights for subscription according to the number of shares held by shareholders
4. Right to make requests as set forth in the next article

(Additional purchase of shares less than one unit)
Article 9In accordance with the stock handling rules, shareholders of the Company may request the sale of a number of shares that, together with the number of shares constituting less than one unit, will constitute the number of shares that constitute one unit.

(Shareholder Registry Administrator)
Article 10The Company shall appoint a shareholder register administrator.
2.The shareholder registry administrator and its office shall be determined by resolution of Board of Directors and shall be publicly announced.
3.The preparation and storage of the Company's shareholder register and stock acquisition rights register and other affairs related to the shareholder register and stock acquisition rights register will be entrusted to the shareholder register administrator and will not be handled by the Company.

(Stock Handling Rules)
Article 11The handling of the Company's shares shall be stipulated by laws and regulations or these Articles of Incorporation, as well as in accordance with the stock handling rules established by Board of Directors.

Chapter 3 The general meeting of stockholders

(convening)
Article 12The Company's regular The General Meeting of Stockholders shall be convened within three months from the day following the end of each business year, and extraordinary general The General Meeting of Stockholders shall be convened as necessary.

(Record date of regular The General Meeting of Stockholders)
Article 13The record date for voting rights at the Company's annual general The General Meeting of Stockholders shall be March 31st of each year.

(Convener and Chairman)
Article 14The General Meeting of Stockholders shall be convened and chaired by the president Member of the Board based on a resolution of Board of Directors.
2.In the event that Member of the Board and Director is incapacitated, another Member of the Board shall take his place in accordance with the order determined in advance by Board of Directors.

(Electronic provision measures, etc.)
Article 15When convening a The General Meeting of Stockholders, the Company shall take measures to electronically provide information such as reference documents for The General Meeting of Stockholders.
2.The Company may omit all or part of the matters specified by the Ministry of Justice Ordinance for electronic provision in the document delivered to shareholders who have requested the document by the voting rights record date.

(Place of The General Meeting of Stockholders)
Article 16The general The General Meeting of Stockholders The General Meeting of Stockholders of the Company may be held without a specified location.

(Method of resolution)
Article 17Unless otherwise provided by law or these Articles The General Meeting of Stockholders, resolutions at a general meeting of shareholders shall be made by a majority of the voting rights of the shareholders present who are able to exercise their voting rights.
2Resolutions prescribed in Article 309, Paragraph 2 of the Companies Act shall be made in the presence of shareholders holding one-third or more of the voting rights of shareholders who are entitled to exercise their voting rights, and with two-thirds or more of their voting rights. .

(Exercise of voting rights by proxy)
Article 18Shareholders may exercise their voting rights by designating one other shareholder who has voting rights at The General Meeting of Stockholders as their proxy.
2.The proxy must submit a document certifying the power of proxy to the Company at each general The General Meeting of Stockholders.

Chapter 4 Member of the board and board of directors

(Number of members)
Article 19Member of the Board of this company shall be no more than 10.

(Method of selection)
Article 20Member of the Board shall be elected at The General Meeting of Stockholders. However, resolutions for the appointment of Member of the Board shall be made with a majority vote in the presence of shareholders holding one-third or more of the voting rights of shareholders eligible to exercise their voting rights.
2.Resolutions for the election of Member of the Board shall not be based on cumulative voting.

(Term)
Article 21The term of office of Member of the Board shall expire at the conclusion of the annual general The General Meeting of Stockholders for the last business year ending within one year after their election.

(Convener and Chairman)
Article 22Unless otherwise provided by law, meetings of the Board of Board of Directors shall be convened and chaired Board of Directors.
2.If there is a vacancy or an accident in the position of Board of Directors of the Board, Member of the Board Member of the Board shall take his place; if the President and Director is unable to do so, another Member of the Board shall take his place in accordance with the order determined in advance by Board of Directors.

(Convocation notice)
Article 23Notice of convocation of Board of Directors shall be sent to each Member of the Board and each Audit and Supervisory Board Member at least three days prior to the meeting date. However, if there is an urgent need, this period may be shortened.
2.If all Member of the Board and Audit and Supervisory Board Member agree, Board of Directors may be held without going through the convocation procedure.

(Omission of resolution of Board of Directors)
Article 24When the Company satisfies the requirements of Article 370 of the Companies Act, it shall be deemed that the resolution of Board of Directors has been passed.

(Representative Member of the Board and executive Member of the Board)
Article 25The Representative Member of the Board shall be selected by resolution of Board of Directors.
2.By resolution of Board of Directors, one each of Board of Directors and Member of the Board, one Vice Chairman of the Member of the Board, one Vice President Member of the Board, one Senior Member of the Board, and one or more Managing Member of the Board may be selected.

(Board of Directors Rules)
Article 26Matters concerning Board of Directors shall be determined by laws and regulations or these Articles of Incorporation, as well as by the Rules Board of Directors established by Board of Directors.

(Remuneration of Member of the Board, etc.)
Article 27Member of the Board, bonuses, and other financial benefits received from the Company as consideration for the execution of duties by Directors (hereinafter referred to as "Remuneration, etc.") shall be determined at The General Meeting of Stockholders.

(Liability limitation contract with Member of the Board)
Article 28Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company shall, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, maintain a contract with Member of the Board (excluding those who are executive Member of the Board, etc.) regarding liability for compensation pursuant to Article 423, Paragraph 1 of the same Act. You may conclude a contract limiting the amount to the limit specified by.

Chapter 5 Audit and supervisory board member and audit & supervisory committee

(Number of members)
Article 29Audit and Supervisory Board Member of the Company shall be no more than five.

(Method of selection)
Article 30Audit and Supervisory Board Member shall be elected at The General Meeting of Stockholders. However, resolutions for the appointment of Audit and Supervisory Board Member shall be made with a majority vote in the presence of shareholders holding one-third or more of the voting rights of shareholders eligible to exercise their voting rights.

(Term)
Article 31The term of office of Audit and Supervisory Board Member shall expire at the conclusion of the annual The General Meeting of Stockholders for the last business year ending within four years from the date of election. The term of office of an Audit Audit and Supervisory Board Member who is appointed as a substitute for Audit and Supervisory Board Member who retires before the expiration of his or her term of office shall continue until the expiration of the term of office of the retired Audit and Supervisory Board Member.

(Efficacy of qualifying rounds for substitute Audit and Supervisory Board Member)
Article 32The election for substitute corporate Audit and Supervisory Board Member shall be effective until the start of the regular general meeting The General Meeting of Stockholders four years after the general The General Meeting of Stockholders at which the election was made.

(Audit and Supervisory Board Member(Standing))
Article 33Audit & Supervisory Committee shall select Audit and Supervisory Board Member(Standing) by its resolution.

(Convocation notice)
Article 34Notice of convocation of Audit & Supervisory Committee shall be sent to each Audit and Supervisory Board Member at least three days prior to the meeting date. However, if there is an urgent need, this period may be shortened.
2.If all Audit and Supervisory Board Member agree, Audit & Supervisory Committee may be held without going through the convocation procedure.

(Rules Audit & Supervisory Committee)
Article 35Matters concerning Audit & Supervisory Committee shall be stipulated by laws and regulations or these Articles of Incorporation, as well as by the Audit & Supervisory Committee rules established by Audit & Supervisory Committee.

(Remuneration of Audit and Supervisory Board Member, etc.)
Article 36Remuneration, etc. for Audit and Supervisory Board Member shall be determined at The General Meeting of Stockholders.

(Liability limitation contract with Audit and Supervisory Board Member)
Article 37Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company shall enter into a contract with the Audit & Audit and Supervisory Board Member that limits the liability for compensation under Article 423, Paragraph 1 of the same Act to the limit specified by law.

Chapter 6 Calculation

(Business year)
Article 38The business year of the Company shall be from April 1st of each year to March 31st of the following year.

(Dividends of surplus, etc.)
Article 39The Company may determine matters stipulated in each item of Article 459, Paragraph 1 of the Companies Act, such as Dividends of surplus, by resolution of Board of Directors, unless otherwise provided by law.

(Record date for Dividends of surplus)
Article 40The Company may make Dividends of surplus to shareholders or registered share pledgees recorded in the final shareholder register as of March 31st or September 30th of each year.

(Dividend exclusion period, etc.)
Article 41If the dividend property is in the form of money, if it is not received within three years from the date of commencement of payment, the Company shall be exempted from the obligation to pay it.
2.No interest will be accrued on unpaid dividends.

(Supplementary provisions)

1. The deletion of Article 16 of the current Articles of Incorporation (Internet disclosure and deemed provision of reference documents The General Meeting of Stockholders, etc.) and the creation of the proposed change Article 15 (Measures for electronic provision, etc.) are based on the Act to Amend Part of the Companies Act (2019). (Act No. 70) The amended provisions stipulated in the proviso to Article 1 of the Supplementary Provisions shall come into effect on September 1, 2022 (hereinafter referred to as the "Effective Date"), which is the enforcement date.
2. Notwithstanding the provisions of the preceding paragraph, Article 16 of the current Articles The General Meeting of Stockholders will remain in effect for a general The General Meeting of Stockholders whose date falls within six months from the date of enforcement.
3. These Supplementary Provisions will be deleted after the later of six months from the date of enforcement or three months from the date of The General Meeting of Stockholders set forth in the preceding paragraph.

Established on April 1, 2002
Revised December 20, 2002
Revised June 27, 2003
Revised June 29, 2004
Revised June 29, 2005
Revised June 29, 2006
Revised June 28, 2007
Revised June 27, 2008
Revised June 26, 2009
Revised June 23, 2015
Revised June 24, 2016
Revised June 22, 2017
Revised June 27, 2022