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Articles of Incorporation

As revised on June 25, 2025

Chapter I - General Provisions

(Trade name)

Article 1. The Company shall be called Dai-ichi Kogyo Seiyaku Kabushiki Kaisha, and shall be named DKS Co. Ltd. in English.

(Location of head office)

Article 2. The Company shall have its head office in the City of Kyoto.

(Objects)

Article 3. The objects of the Company shall be to engage in the following businesses:

  • 1. To develop, design, manufacture, process, sell, import and export the following products and their application products, and to outsource and undertake the above-mentioned procedures from/of another business entity by contract:

    • soaps, detergents and other cleaning agents;
    • surfactants, synthetic thickeners, flame retardants, flocculants and deodorants;
    • synthetic resins:
    • pharmaceutical products, quasi-drugs, chemicals for medical products, in-vitro diagnosing medicines, medical equipment, medical supplies, veterinary pharmaceutical products, veterinary pharmaceutical equipment, cosmetics and toiletries:
    • poisonous and deleterious substances:
    • processed foods, seasonings, feeds and feedstuffs:
    • general foods and health-promoting foods;
    • liquors and soft drinks;
    • batteries;
    • agricultural products; and
    • other organic chemicals, inorganic chemicals and polymer chemicals.
  • To manufacture, process and sell materials and raw materials for the products in the respective items of Article 3.1;
  • To design, manufacture, install and sell machines, appliances and equipment relating to the respective items of Article 3.1;
  • To sell industrial property rights and know-how;
  • Warehouse and transportation business;
  • Worker dispatching business;
  • To purchase and sell, lease and manage real estate and to act as intermediary thereof;
  • To sell technology of use of electronic computers and to perform computation services;
  • To act as agent for non-life insurances and to solicit life insurances;
  • To generate, purchase and sell electricity; and
  • Any and all businesses relating to Articles 3.1 to 3.10.

(Governing bodies)

Article 4. In addition to the General Meeting of Shareholders and Directors, the Company shall have the following governing bodies:

  • Board of Directors;
  • Audit & Supervisory Board Members;
  • Audit & Supervisory Board; and
  • Accounting Auditor.

(Method of public notice)

Article 5. Public notices of the Company shall be given by means of electronic notification. However, in case electronic notification is not available due to an accident or any other unavoidable reason, notices shall be given in the Nikkei.

Chapter II - Shares

(Total number of Shares authorized to be issued)

Article 6. The total number of Shares authorized to be issued by the Company shall be twenty million four hundred twenty-two thousand (20,422,000).

(Acquisition of own Shares)

Article 7. The Company may acquire its own Shares by resolution of the Board of Directors via market transactions, etc. as stipulated in Article 165.2 of the Corporation Law.

(Number of Shares in each Unit Share)

Article 8. One Unit Share (tangen kabu) of the Company’s Shares shall comprise one hundred (100) shares.

(Rights of less than One Unit Share)

Article 9. Shareholders holding Shares of less than One Unit Share may not exercise their rights except the following:

  • Rights provided in Article 189.2 of the Corporation Law;
  • Right to demand according to the Article 166.1 of the Corporation Law;
  • Right to receive the allotment of offered Shares or offered Stock Acquisition Rights per numbers of holding Shares; and
  • Right to request the items provided in the following article.

(Increasing Shares of less than One Unit Share through purchase)

Article 10. Shareholders may request, as stipulated in the Rules for Handling Shares, that the Company sell them the number of Shares that will constitute One Unit Share when added to their original Shares of less than One Unit Share.

(Administrator of Shareholder Register)

Article 11. The Company shall have an Administrator of Shareholder Register in connection with its Shares. Appointment of the Administrator of Shareholder Register and its business office shall be made by resolution of the Board of Directors and shall be announced by public notice. Preparation and administration of the Shareholder Register, the Stock Acquisition Rights Register and other businesses connected therewith shall be consigned to the Administrator of Shareholder Register and not handled by the Company.

(Rules for Handling Shares)

Article 12. Handling of the Shares and fees thereof shall be in accordance with applicable laws and ordinances, Articles of Incorporation, and the Rules for Handling Shares established by the Board of Directors.

Chapter III - General Meeting of Shareholders

(Convocation of General Meeting)

Article 13. The Annual General Meeting of Shareholders of the Company shall be convened in June of each year, and an extraordinary General Meeting of Shareholders shall be convened whenever necessary.

(Record Date of Annual General Meeting of Shareholders)

Article 14. The Company’s Record Date to determine voting rights at Annual General Meeting of Shareholders shall be March 31 of each year.

(Chairperson of General Meeting)

Article 15. The General Meeting of Shareholders shall be presided over by the President/Director. Should the President/Director be unable to so act, another Director shall act as Chairperson in the order predetermined by the Board of Directors.

(Measures, etc. for Providing Information in Electronic Format)

Article 16. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the General Meeting of Shareholders, etc. in electronic format.

         2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the Record Date of voting rights.

(Resolution)

Article 17. Unless otherwise provided for by laws or ordinances, or by the Articles of Incorporation, all resolutions of the General Meeting of Shareholders shall be adopted by an affirmative vote of a majority of the votes of the Shareholders present with exercisable voting rights.
The resolutions of the General Meeting of Shareholders set forth in Article 309.2 of the Corporation Law shall be adopted by an affirmative vote of two-thirds (2/3) or more of the Shareholders present, who hold one-third (1/3) or more of the total number of voting rights of all the Shareholders with exercisable voting rights.

(Voting by Proxy)

Article 18. Shareholders may exercise their voting rights by authorizing another Shareholder with voting rights to act as their proxies.
Such Shareholders or proxies as aforementioned shall submit a letter of proxy for each Meeting of Shareholders to the Company to verify such proxy.

(Anti-Takeover Measures)

Article 19. A resolution may be adopted at Meeting of Shareholders on introduction, amendment, continuance and abolishment of countermeasures against acts of purchasing a large number of Shares of the Company (Anti-Takeover Measures) for the purpose of securing and enhancing value of the Company and common benefit of Shareholders.

Chapter IV - Directors and Board of Directors

(Number of Directors)

Article 20. The number of Directors of the Company shall be fourteen (14) or less.

(Election of Directors)

Article 21. The Directors shall be elected at General Meeting of Shareholders. A resolution to elect the Directors shall be adopted by a majority of the voting rights of the Shareholders present who hold one-third (1/3) or more of the total number of voting rights of all the Shareholders with exercisable voting rights.
No cumulative voting shall be adopted at a resolution to elect the Directors.

(Term of Directors)

Article 22. The term of office of each Director shall expire at the conclusion of Annual General Meeting of Shareholders for the last business year ending within one (1) year from his/her election of office.

(Representative Directors, Directors with Title and Counsel/Directors)

Article 23. The Company shall appoint, by resolution of the Board of Directors, one President/Director, who shall be Representative Director. The Company may appoint, by resolution of the Board of Directors, one Chairperson of the Board of Directors, one or more Executive Vice President/Directors, Senior Managing Directors and Managing Directors, and may appoint some of them as Representative Directors.
The Company may appoint, by resolution of the Board of Directors, one or more Counsel/Directors.

(Remunerations of Directors)

Article 24. Property benefits received by Directors as compensation for their performance of duties such as remunerations, bonuses and other allowances shall be determined by the General Meeting of Shareholders.

(Person authorized to convene Meetings of the Board of Directors)

Article 25. The Chairperson of the Board of Directors shall convene Meeting of the Board of Directors to elect a Chairperson of the Board of Directors. If the Chairperson of the Board of Directors is nonexistent or unable to act as aforementioned, another Director shall convene Meeting of the Board of Directors in accordance with the Rules of the Board of Directors.

(Notice of Meeting of Board of Directors)

Article 26. A notice of convocation of a Meeting of the Board of Directors shall be issued to each Director and each Audit & Supervisory Board Member at least five (5) days before the date set for the Meeting. However, the term of notice may be shortened in case of urgency.

(Operation of Meetings of the Board of Directors)

Article 27. The Chairperson of the Board of Directors or another Director who convenes a Meeting of the Board of Directors in accordance with the Rules of Board of Directors takes care at convocation and operation of the Meeting of the Board of Directors so that business operations will be appropriately supervised by the Board of Directors.

(Resolution of Board of Directors in Writing or in Electronic Form)

Article 28. Resolution of Board of Directors shall, under Article 370 of the Corporation Law, be deemed to have been approved when all the members of the Board of Directors agreed to the resolution either in writing or in electronic form.

(Agreement to limit liability of Outside Directors)

Article 29. The Company may, under Article 427.1 of the Corporation Law, enter into an agreement with each of the Outside Directors to the effect that any liability of such Outside Director under Article 423.1 of the Corporation Law shall be limited to the minimum amount set by applicable laws and regulations.

Chapter V - Audit & Supervisory Board Members and Audit & Supervisory Board

(Number of Audit & Supervisory Board Members)

Article 30. The number of Audit & Supervisory Board Members of the Company shall be five (5) or less.

(Election of Audit & Supervisory Board Members)

Article 31. The Audit & Supervisory Board Members shall be elected at General Meeting of Shareholders. A resolution to elect Audit & Supervisory Board Members shall be adopted by a majority of the voting rights of the Shareholders present, who hold one-third (1/3) or more of the total number of voting rights of all the Shareholders with exercisable voting rights.

(Term of Audit & Supervisory Board Members)

Article 32. The term of office of each Audit & Supervisory Board Member shall expire at the conclusion of Annual General Meeting of Shareholders for the last business year ending within four (4) year from his/her election of office.
The term of office of an Audit & Supervisory Board Member elected to fill a vacancy created by retirement of an Audit & Supervisory Board Member before expiration of his/her term shall expire at the time the term of the retiring Audit & Supervisory Board Member should have expired.

(Full-time Audit & Supervisory Board Members)

Article 33. The Audit & Supervisory Board shall elect by its resolution one or more full-time Audit & Supervisory Board Member(s).

(Remunerations of Audit & Supervisory Board Members)

Article 34. Remunerations and other allowances of Audit & Supervisory Board Members shall be determined by the General Meeting of Shareholders.

(Notice of Meeting of Audit & Supervisory Board)

Article 35. A notice of convocation of a Meeting of Audit & Supervisory Board shall be issued to each Audit & Supervisory Board Member at least five (5) days before the date set for the Meeting. However, the term of notice may be shortened in case of urgency.

(Agreement to limit liability of Outside Audit & Supervisory Board Members)

Article 36. The Company may, under Article 427.1 of the Corporation Law, enter into an agreement with each of the Outside Audit & Supervisory Board Members to the effect that any liability of such Outside Audit & Supervisory Board Member under Article 423.1 of the Corporation Law shall be limited to the minimum amount set by applicable laws and regulations.

Chapter VI - Accounting

(Business year)

Article 37. The business year of the Company shall be the one-year period commencing on April 1 of a year and ending on March 31 of the next year.

(Record Date of Year-End Dividends)

Article 38. The Company’s Record Date of payment of Year-End Dividends shall be March 31 of each year.In addition to the Year-End Dividends, the Company may set a Record Date of payment of Dividends.

(Interim Dividends)

Article 39. The Company may, by resolution of the Board of Directors, make a payment of Interim Dividends with Record Date of Interim Dividends being September 30 of each year.

(Statute of limitations for monetary Dividends)

Article 40. In case monetary Dividends remain unreceived for three (3) years from the first date of payment, the Company shall be relieved of its obligation to make such payment.

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