CHAPTER I. GENERAL PROVISIONS
Article 1. Trade Name
The Company shall be called Kabushiki Kaisha Toridoll Holdings and expressed in English as TORIDOLL Holdings Corporation.
Article 2. Purposes
The purpose of the Company shall be to engage in controlling and managing of the business activity of the corporation (inclusive of foreign company), Kumiai (equivalent to partnership in overseas) and other quasi-business entity engaged in the following business by holding its shares.
- Management and operations of restaurants and accommodation facility, and provision of consulting services thereon
- Distributing and supplying of goods to restaurants
- Planning, development, production and preparation, distribution and home delivery of prepared food including precooked food and boxed lunches, etc.;
- Distribution, purchase, rent, brokerage, agency and management of real
- Distribution, purchase, licensing, rent and lease and management of intangible rights including, but not limited to, design right, right of trade mark and copyright
- Production, manufacture, distribution and import and export of foods, soft drinks, office equipment and supplies, daily goods, souvenirs, clothing, accessories, medical goods, health supplement, cosmetics and electric appliances
- Management and operation of franchise system recruitment and supervisory thereof
- Incubate start-up companies and providing services such as workforce training, education, and instruction thereof
- Mail-order business through internet and advertising agency business
- Production and distribution of newspapers, books and publications
- Distribution of cigarettes and liquors
- Planning, development, production and distribution of furniture, kitchen equipment, utensils, appliances and accessories thereto
- Agriculture, stock farming and fisheries and study, planning and development related to the foregoing
- Production, process and distribution of agricultural products, stock farm products, fishery products and processed foods related to the foregoing
- Management and operation of specialty shops offering hair dyeing, and planning, production and distribution of hair care and beauty care related products
- Planning and operation of cooking class offering udon noodle making and other experience-based cooking class
- Agency for handling various office works for entities and corporations
- Planning, production and distribution of visual contents including movie films
- Cargo handling agency business
- Investment for any and all business relevant to each of the preceding items
- Any and all businesses relevant to each of the preceding items
2 The Company may conduct any other business incidental or related to each of the above and related thereto.
Article 3. Location of Head Office
The Company shall have its head office in Shibuya-ku, Tokyo.
Article 4. Organs
The Company shall have the following organs, in addition to the General Meeting of Shareholders and Directors.
- Board of Directors
- Audit and Supervisory Committee
- Accounting Auditors
Article 5. Method of Public Notices
Public notices of the Company shall be issued in the form of electronic public notices. Provided however, if a public notice cannot be issued in electronic form for any unavoidable reason, such as an accident or otherwise, it shall be published in the newspaper called Nihon Keizai Shimbun.
CHAPTER II. SHARES
Article 6. Total Number of Shares Authorized to be Issued
The total number of Company’s shares authorized to be issued shall be one hundred fifteen million two hundred thousand 230,400,000) shares.
Article 7. Number of Shares Constituting One Unit
The number of shares constituting one unit of the Company shall be one hundred (100) shares.
Article 8. Restriction on the Right s of Shareholders who own less than One Unit Shares
The shareholders who own less than one unit shares are not entitled to exercise any rights other than the rights described below:
- The rights provided in each item of Article 189 paragraph (2) of the Companies Act;
- The rights to request provided in Article 166 paragraph (1) of the Companies Act; and
- The rights to receive the allocation of offered shares or share options for subscription proportionately to the number of shares held by the shareholder.
Article 9. Shareholder Registry Administrator
1 The Company shall have a shareholder registry administrator.
2 The shareholder registry administrator and its office for handling relevant business shall be designated by the resolution of the Board of Directors, and then the public notice thereof shall be given.
Article 10. Share Handling Regulations
Unless otherwise provided by applicable laws and regulations or in these Articles of Incorporation, handling and fees regarding stating or recording the shareholder registry and the registry of share options or other shares and share options of the Company, and procedures, regarding the exercise of the shareholders’ rights shall be governed by the Share Handling Regulations to be established by the Board of Directors.
CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS
Article 11. Convocation
The Company’s Ordinary General Meeting of Shareholders shall be convened in June every year whereas an Extraordinary General Meeting of Shareholders shall be convened from time to time whenever deemed necessary.
Article 12. Record Date for Ordinary General Meetings of Shareholders
The Company’s record date for determining the voting rights at the relevant Ordinary General Meeting of Shareholders shall be March 31 every year.
Article 13. Convener and Chair
1 Unless otherwise provided by applicable laws and regulations, any General Meeting of Shareholders shall be convened and chaired by the Representative Director and President of the Company.
2 In the event that the Representative Director and President is unable to act, another Director in order of precedence as determined in advance by the Board of Directors shall convene and chair such meeting.
Article 14. Disclosure over the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders
Upon convening any General Meeting of Shareholders, the Company may deem that the information required to be stated or indicated in the reference documents for the General Meeting of Shareholders, the business report, the financial statements and the consolidate financial statements has been provided to the shareholders,
if the Company discloses such information over the Internet in a manner prescribed by applicable ordinances of the Ministry of Justice.
Article 15. Method of Resolutions
1 Unless otherwise provided by applicable laws and regulations or in these Articles of Incorporation, any resolution at a General Meeting of Shareholders shall be adopted by a majority of vote s of the shareholders present at such meeting.
2 Any resolution under Article 309 paragraph (2) of the Companies Act shall be adopted by two thirds (2/3) or more of votes of the shareholders present at such meeting, which shall be attended by the shareholders representing at least one third (1/3) of all the voting rights of the shareholders entitled to exercise such rights.
Article 16. Exercise of Voting Rights by Proxies
1 Any shareholder of the Company may exercise his /her voting right(s) at a General Meeting of Shareholders by appointing another shareholder having voting right(s) as his/her proxy.
2 In the case of preceding paragraph, the shareholder or his/her proxy shall submit to the Company a document certifying the authority given to the proxy, at each General Meeting of Shareholders.
CHAPTER IV. DIRECTORS AND THE BOARD OF DIRECTORS
1 The Company shall have no more than seven (7) Directors (excluding those who are Audit and Supervisory Committee Members)
2 The number of Directors who are Audit and Supervisory Committee Members shall not exceed four (4).
Article 18. Method of Election of Directors
1 Directors of the Company Company, namely Directors who are Audit and Supervisory Committee Members and Directors who are not, shall be separately elected at General Meetings of Shareholders Shareholders.
2 Any resolution for the election of a Director or Directors shall be adopted by a majority of votes of the shareholders present at a General Meeting of Shareholders, which shall be attended by the shareholders representing at least one-third (1/3) of all the voting rights of the shareholders entitled to exercise such rights.
3 No cumulative voting shall be used for the election of Directors.
Article19. Term of Office of Directors
1 The term of office of each Director (excluding those who are Audit and Supervisory Committee Members) shall expire at the close of the Ordinary General Meeting of Shareholders convened in connection with the last business year ending within one (1) year from his /her election.
2 The term of office of each Director who is a an Audit and Supervisory Committee Member shall expire at the close of the Ordinary General Meeting of Shareholders convened in connection with the last business year ending within two (2) years from his/her election.
3 The term of office of a Director who is an Audit and Supervisory Committee Member elected to fill a vacancy of his/her predecessor being also a Director and an Audit and Supervisory Committee M ember who has left office before expiry of term shall expire when the term of office of the predecessor shall expire.
Article 20. Representative Directors and Directors with Titles
1 The Board of Directors shall appoint the Representative Director or Representative Directors from among Directors (excluding those who are Audit and Supervisory Committee Members) by its resolution.
2 The Board of Directors shall elect one (1) President and Director, and if necessary, may elect a certain number of Vice President and Director(s), Senior Managing Director(s) and Managing Director(s) from among Directors excluding those who are Audit and Supervisory Committee Members.
Article 21. Convener and Chair of Board Meetings
1 Unless otherwise provided by applicable laws and regulations, the Representative Director and President shall convene and chair each meeting of the Board of Directors.
2 In the event that the Representative Director and President is unable to act, another Director in order of precedence as determined in advance by the Board of Directors shall convene and chair such meeting.
Article 22. Procedure for Convocation of Board Meetings
1 Notice of the convocation of any meeting of the Board of Directors shall be dispatched to each Director at least three (3) days before the meeting; provided, however, that this period may be shortened in case of emergency.
2 A meeting of the Board of Directors may be convened without undergoing the abovementioned convocation procedure if so agreed by all of Directors.
Article 23. Method of Resolutions of the Board of Directors
1 Any resolution at a meeting of the Board of Directors sh all be adopted by a majority vote of Directors present, which shall be attended by a majority of Directors who are entitled to vote thereat.
2 Any Director who has a specific stake in the subject matter of such resolution referred to in the preceding paragraph may not vote thereon.
Article 24. Omission of Resolutions of the Board of Directors
In the event where a certain matter on the agenda of a Board meeting is proposed by any Director and where unanimously consent is given to the matter by all Directors (limited to those who are entitled to vote thereon) in writing or by means of electromagnetic records, the Company shall deem that said matter is duly resolved by the Board of Directors.
Article 25. Remuneration, etc. of Directors
Any remuneration, bonus and any other proprietary benefits to be given by the Company to Directors , namely Directors who are Audit and Supervisory Committee Members and Directors who are not in consideration of performance of their duties (hereinafter the “Remuneration, etc.”) shall be determined by the resolutions of General Meetings of Shareholders, with respect to Directors who are Audit and Supervisory Committee Members and Directors who are not, respectively.
Article 26. Exemption of Directors’ Liabilities
1 In accordance with the provisions of Article 426 paragraph (1) of the Companies Act, the Company may, by the resolution of the Board of Directors, exempt a Director (including a person who served as a Director in the past) from the liabilities set forth in Article 423 paragraph (1) of the Companies Act, to the extent permitted by applicable laws and regulations.
2 In accordance with the provisions of Article 427 paragraph (1) of the Companies Act, the Company may enter into an agreement with a Director (excluding those who are Executive Directors, etc.) to limit the liabilities set forth in Article 423 paragraph (1) of the Companies Act; provided, however, that the maximum amount for which he/she is liable under said agreement shall be as provided by applicable laws and regulations.
Article 27. Delegation to Directors of Decision Making on Execution of Operations
In accordance with the provisions of Article 399-13 paragraph (6) of the Companies Act, the Company may, by the resolution of the Board of Directors, delegate all or part of decision making on the execution of important operations (excluding those listed in items of Article 399-13 paragraph (5) to Directors.
Article 28. Regulations of the Board of Directors
Particulars pertaining to the Board of Directors shall be governed by the Regulations of the Board of Directors adopted by the Board, as well as by any applicable laws and regulations and these Articles of Incorporation.
CHAPTER V. AUDIT AND SUPERVISORY COMMITTEE
Article 29. Full time Audit and Supervisory Committee Members
The Audit and Supervisory Committee may, by its resolution, elect full time Audit and Supervisory Committee Members from among Audit and Supervisory Committee Members.
Article 30. Procedure for Convocation of Meeting s of the Audit and Supervisory Committee
1 Notice of the convocation of any meeting of the Audit and Supervisory Committee shall be dispatched to each Audit and Supervisory Committee Member at least three (3) days before the meeting; provided, however, that this period may be shortened in case of emergency.
2 A meeting of the Audit and Supervisory Committee may be convened without undergoing the abovementioned convocation procedure, if so agreed by all Audit and Supervisory Committee Members.
Article 31. Method of Resolutions of the Audit and Supervisory Committee
1 Any resolution at a meeting of the Audit and Supervisory Committee shall be adopted by a majority vote of Audit and Supervisory Committee Members present, which shall be attended by a majority of Audit and Supervisory Committee Members who are entitled to vote thereat.
2 Any Audit and Supervisory Committee Member who has a specific stake in the subject matter of such resolution referred to in the preceding paragraph may not vote thereon.
Article 32. Regulations of the Audit and Supervisory Committee
Particulars pertaining to the Audit and Supervisory Committee shall be governed by the Regulations of the Audit and Supervisory Committee adopted by the Committee , as well as by any applicable laws and regulations and these Articles of Incorporation.
CHAPTER VI. ACCOUNTING AUDITORS
Article 33. Election of Accounting Auditors
Accounting Auditor s of the Company shall be elected by the resolution of General Meetings of Shareholders.
Article 34. Term of Office of Accounting Auditors
1 The term of office of each Accounting Auditor shall expire at the close of the Ordinary General Meeting of Shareholders convened in connection with the last business year ending within one (1) year from its election.
2 Unless otherwise resolved at the Ordinary General Meeting of Shareholder in the preceding paragraph, each Accounting Auditor shall be deemed re-elected at such Ordinary General Meeting of Shareholders.
Article 35. Remuneration, etc. of Accounting Auditors
35. Any remuneration, etc. to be given to Accounting Auditors shall be determined by Representative Director(s) with the consent of the Audit and Supervisory Committee.
Article 36. Agreement to Limit Accounting Auditors' Liabilities
In accordance with the provisions of Article 427 paragraph (1) of the Companies Act, the Company may enter into an agreement with an Accounting Auditor to limit the liabilities set forth in Article 423 paragraph (1) of the Companies Act; provided, however, that the maximum amount for which he/she is liable under said agreement shall be as provided by applicable laws and regulations.
CHAPTER VII. ACCOUNTS
Article 37. Business Year
The business year of the Company shall be one (1) full year commencing on April 1 every year and ending on March 31 of the following year.
Article 38. Organ to Determine Dividends of Surplus, etc.
Unless otherwise provided by applicable laws and regulations, the Company may, by the resolution of the Board of Directors, determine the matters listed in each item of Article 459 paragraph (1) of the Companies Act including the dividends of surplus, etc.
Article 39. Record Date for Dividends of Surplus
1 The record date for year end dividends of the Company shall be March 31 of each year.
2 The record date for interim dividends of the Company shall be September 30 of each year.
3 In addition to above, the Company may set any other record date to pay a dividend of surplus.
Article 40. Annulment Term of Dividends
In case where the dividend property is distributed in the form of money, and where any of the dividends remains unclaimed upon expiry of three (3) years from the date on which the payment thereof commenced, the Company shall be exempt from any liabilities for paying such unclaimed dividends.
SUPPLEMENTAL PROVISIONS
Article 1. In accordance with the provisions of Article 426 paragraph (1) of the Companies Act, the Company may, by the resolution of the Board of Directors, exempt a person who served as a Company Auditor in the past from the liabilities set forth in Article 42-3 paragraph (1) of the Companies Act, to the extent permitted by applicable laws and regulations.
Article 2. This Article 2 as well as Article 1 above shall be deleted as of June 26, 2025.
Article 3 Deletion of Article 14 of the Articles of Association before amendment (Disclosure over the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders) and establishment of Article 14 of the Articles of Association after amendment (Measures for electronic provision, etc.) shall come into effect on the date of enforcement (hereinafter referred to as the "enforcement date") of the revised provisions stipulated in the provision of Article 1 of the Supplementary Provisions of the Act for Partial Revision of the Companies Act. (Act No. 70 of 2019).
2. Notwithstanding the provisions of the preceding paragraph, Article 14 of the Articles of Incorporation before change (Deemed provision of reference documents for shareholders' meetings, etc. to be disclosed on the Internet) remains in effect for general shareholders' meetings held on a day within six months from the effective date. have
3. This Article shall be deleted after six months have passed from the date of enforcement or three months have passed since the date of the General Meeting of Shareholders set forth in the preceding paragraph, whichever is later.
.png)
.png){kind=logo}
.png)
.png)
