Trade Name

Article 1
The Company shall be called Kabushiki Kaisha IHI; in English, IHI Corporation.

Object

Article 2
The object of the Company shall be to engage in the following lines of business.

1. Business relating to the design, manufacture, sales, purchase, lease, installation, repairing, overhaul and maintenance of the following products and parts thereof and integrated systems relevant thereto.
   1. Merchant and naval vessels
   2. Boilers, turbines, internal combustion engines, nuclear components, generator
   3. Aircrafts, aero-space equipment missiles, flying objects and their related products
   4. Environmental cleaning equipment, consumer equipment, electrical and electronic products, communication equipment, control devices, inspection and measurement devices, testing and research equipment, analysis equipment, and medical equipment
   5. Compressors, air blowers, separators, filters, superchargers for vehicles and ships, chemical machinery, cement plants, paper and pulp machinery, synthetic resin processing machinery, industrial furnaces, metalworking machinery, transportation machinery, parking systems, vehicular turbocharger and other automotive devices, physical distribution systems and equipment, marine equipment, construction machinery, rolling stock, vehicles for guided railways, industrial vehicles, industrial robots laser systems, weapons, machines for snow removal, and other various industrial and general equipment, machinery and devices
   6. Anti-pollution devices, domestic and commercial appliances, electric and electronic appliances, tele-communication devices, controlling and regulating equipment, inspection and measuring instruments, experimental and research instruments, analytical equipment and medical equipment
   7. Bridges, gates, structural steelwork, storage facilities, offshore structures and other various steel structures
   8. Concrete structures
   9. Castings and forgings, ceramics, silicon, carbon, and other materials, and their processing and surface treatment equipment
2. Business relating to civil engineering and architectural work, and the design and supervision thereof.
3. Business relating to the chemical processing and working of lumber and other constructional materials.
4. Business relating to the processing and rendering of information, various education and training regarding technology and skill, and management consulting.
5. Business relating to general marine transportation, trade in ships, salvage and scrapping of ships.
6. Business relating to municipal and industrial waste management.
7. Business relating to the sales, purchase, lease, brokerage, management, maintenance and preservation of real estate, and land development.
8. Business relating to sports facilities, playing ground, amusement parks and other leisure facilities, hotels, restaurants and parking facilities.
9. Business relating to the sales and purchase of clothes and related clothing sundries, furniture and fixtures, agricultural, livestock and aquatic products, beverages and foodstuff, pharmaceutical products, cosmetics, paper products, sporting goods, automobiles and fuel.
10. Business relating to the manufacture, sales and purchase of industrial chemicals.
11. Business relating to the sales and purchase of initiators.
12. Business relating to the supply of electricity, steam, hot water, refrigeration and compressed air and the like.
13. Manufacture and sales of functional material and parts for thermoelectric devices (i.e., Peltier device and Seebeck device, hereinafter the same), secondary batteries and cooling, heating, electricity storage equipment by applying thermoelectric device and secondary batteries.
14. Business relating to the sales and purchase of reproduction goods of silicon carbide abrasive powder, silicon carbide abrasive powder solution, lubrication liquid and coolant for manufacturing facilities of semiconductor, solar battery, crystalline lens, lens, liquid crystal glass and plasma display panel glass.
15. Business relating to leasing, loans or guarantees for, and investments in, other ventures.
16. Temporary help business.
17. Business relating to consulting, engineering, other technical services and know-how regarding the business mentioned in each of the preceding items.
18. Business incidental to each of the preceding items.

Location of Head Office

Article 3
The Company shall have its head office in Koto-ku, Tokyo.

Governing Body

Article 4
The Company shall have the following governing bodies in addition to the general meeting of shareholders and directors.

1. Board of Directors
2. Audit & Supervisory Board Members
3. Audit & Supervisory Board
4. Accounting Auditors

Method of Public Notice

Article 5
The Company shall give its public notice via an electronic method. However, in case of an accident or an unavoidable reason that prevents use of the electronic method, public notice shall be given in the Nihon Keizai Shimbun, which is published in Tokyo.

Total Number of Shares Authorized to Be Issued

Article 6
The total number of shares of stock to be issued by the Company shall be 300 million shares of stock.

Acquisition of Own Shares

Article 7
The Company may, under Article 165 (2) of the Companies Act, acquire its own shares by resolution of the Board of Directors.

Number of Shares of One Unit

Article 8
The number of shares of one unit of the Company shall be 100 shares.

Rights Regarding Shares Less Than One Unit

Article 9
Shareholders of the Company may not exercise any rights other than those stipulated below regarding shares less than one unit.

1. Rights listed in Article 189 (2) of the Companies Act
2. Rights to make demands pursuant to Article 166 (1) of the Companies Act
3. Rights to receive allotment of shares and share purchase warrants in proportion to the number of shares owned by them
4. Right to make demands as provided in the following article

Additional Purchase of Shares Less Than One Unit

Article 10
Shareholders of the Company may request to sell such number of shares as will make one unit with the shares less than one unit owned by them in accordance with the Rules for Handling Shares.

Administrator of Shareholders’ Register

Article 11
The Company shall have its administrator of its shareholders’ register.
The administrator of shareholders’ register and the location of its office shall be designated by resolution of the Board of Directors and the Company shall give public notice thereof.
The preparation and keeping of the register of shareholders of the Company and the register of share purchase warrants, and other administrative businesses relative to the register of shareholders, the register of share purchase warrants shall be entrusted to the administrator of shareholders’ register, and these businesses shall not be handled by the Company.

Rules for Handling Shares

Article 12
The handling and fees relating to shares of the Company shall be governed by the Rules for Handling Shares prescribed by the Board of Directors.

Ordinary General Meeting of Shareholders

Article 13
The ordinary general meeting of shareholders shall each year be convened in June.

Convocation

Article 14
The general meeting of shareholders shall be convened upon resolution of the Board of Directors unless otherwise provided in laws or ordinances.
The general meeting of shareholders shall be held within the Tokyo ward area.

Record Date of the Ordinary General Meeting of Shareholders

Article 15
The record date for exercising the voting rights at the general meeting of shareholders of the Company shall be March 31 each year.

Chairman

Article 16
The President shall serve as chairman of the general meeting of shareholders. If the President is unable to act, another Director shall take his place in the order prescribed in advance by resolution of the Board of Directors.

Measures, etc. for Electronic Provision

Article 17
In convening the general meeting of shareholders, the Company shall take measures for providing information that constitutes the content of reference material for the general meeting of shareholders, etc.in electronic format.
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.

Ordinary Resolutions

Article 18
Resolutions at the general meeting of shareholders shall be adopted by a majority vote of the shareholders who are present in such meeting and are entitled to vote, unless otherwise provided in laws or ordinances or in the present Articles of Incorporation.

Special Resolutions

Article 19
The resolution provided in Article 309 (2) of the Companies Act shall be adopted by two-thirds or more of the votes of the shareholders present, whose voting rights shall represent one-third or more of the voting rights of all shareholders entitled to vote.

Vote by Proxy

Article 20
Any shareholder may exercise his vote by proxy who shall be another shareholder of the Company entitled to vote; provided, however, that the shareholder or proxy shall submit a letter of proxy to the Company in advance.

Number of Directors

Article 21
The Company shall have not more than 15 directors.

Election of Directors

Article 22
Directors shall be elected at the general meeting of shareholders.
Resolution for election of directors shall be adopted by a majority vote of the shareholders present, whose voting rights shall represent one-third or more of the voting rights of all shareholders entitled to vote.
Cumulative voting shall not be used in resolutions for the election of directors.

Term of Office of Directors

Article 23
The term of office of directors shall expire at the end of the ordinary general meeting of shareholders for the last business term ending within one year of their election.

Representative Directors

Article 24
The Board of Directors shall select representative directors by its resolution.

Chairman of the Board of Directors

Article 25
The Board of Directors may appoint, by its resolution, one Chairman of the Board.

President

Article 26
The Board of Directors shall appoint, by its resolution, one President from among Directors or Executive Officers.

Division of Duties

Article 27
The Chairman of the Board of Directors shall preside over the Board Meetings.
The President shall implement resolutions of the Board of Directors and exercise general control over the Company business. In case the President is unable to act, another Directors shall take his/her place, in the order prescribed in advance by resolution of the Board of Directors.

Executive Officers

Article 28
The Board of Directors shall appoint, by its resolution, Executive Officers, and have them share the execution of business of the Company.

Notice of Board Meeting of Directors

Article 29
The notice for convocation of a Board Meeting of Directors shall be dispatched at least four days prior to the day of the meeting to each director and auditor; provided, however, that the number of days may be reduced in case of urgent need.

Resolution of the Board of Directors without Meeting

Article 30
In cases where the requirement of Article 370 of the Companies Act is fulfilled, the Company shall be deemed that resolutions of the Board of Directors have passed.

Remunerations for Directors

Article 31
The remuneration, bonuse and other economic benefits (hereinafter referred to as “Remunerations”) of directors received from the Company as consideration for execution of their duties shall be decided by resolution of the general meeting of shareholders.

Exemption of Directors’ Liabilities

Article 32
The Company may, by resolution of the Board of Directors, in accordance with Article 426 (1) of the Companies Act, exempt directors (inclusive of former directors) from their liabilities for failing to perform their duties to the extent as provided in laws or ordinances.
The Company may, in accordance with Article 427 (1) of the Companies Act, enter into agreement with outside directors to limit the liabilities of such outside directors for failing to perform their duties; provided, however, that the limit of the liabilities under such agreement shall be the amount as provided in laws or ordinances.

Advisor

Article 33
The Board of Directors may, upon its resolution, appoint an advisor or advisors.

Number of Audit & Supervisory Board Members

Article 34
The Company shall have not more than five audit & supervisory board members.

Election of Audit & Supervisory Board Members

Article 35
Audit & supervisory board members shall be elected at the general meeting of shareholders.
Resolution for election of audit & supervisory board members shall be adopted by a majority vote of the shareholders present, whose voting rights shall represent one-third or more of the voting rights of all shareholders entitled to vote.

Term of Office of Audit & Supervisory Board Members

Article 36
The term of office of audit & supervisory board members shall expire at the end of the ordinary general meeting of shareholders for the last business term ending within four years of their election.
The term of office of an audit & supervisory board member elected to fill a vacancy left by earlier retirement of an audit & supervisory board members before the expiration of his/her term of office shall be until the end of the term of office of the retired audit & supervisory board members.

Notice of Audit & Supervisory Board

Article 37
The notice for convocation of an audit & supervisory board shall be dispatched at least four days prior to the day of the meeting to each auditor; provided, however, that the number of days may be reduced in case of urgent need.

Remunerations for Audit & Supervisory Board Members

Article 38
The Remunerations for audit & supervisory board members shall be decided by resolution of the general meeting of shareholders.

Exemption of Audit & Supervisory Board Members’ Liabilities

Article 39
The Company may, by resolution of the Board of Directors, in accordance with Article 426 (1) of the Companies Act, exempt Audit & Supervisory Board Members (inclusive of former Audit & Supervisory Board Members) from their liabilities for failing to perform their duties to the extent as provided in laws or ordinances.
The Company may, in accordance with Article 427 (1) of the Companies Act, enter into agreement with outside audit & supervisory board members to limit the liabilities of such outside audit & supervisory board members for failing to perform their duties; provided, however, that the limit of the liabilities under such agreement shall be the amount as provided in laws or ordinances.

Business Year

Article 40
The business year of the Company shall each year commence on April 1 and end on March 31 of the next year, and the accounts of the Company shall be settled at the end of each business year.

Record Date for Distribution of Retained Earnings

Article 41
The record date for distribution of term-end dividends of the Company shall be March 31 each year.
In addition to the date specified above, the Company may designate other record dates for the purpose of distributing retained earnings.

Interim Dividends

Article 42
The Company may, upon resolution of the Board of Directors, pay interim dividends on the basis of September 30 each year as the record date.

Period of Exemption for Dividends

Article 43
In the event that the dividends are payable in cash, and such dividends remain not received upon elapse of full five years from the date for commencement of the payment, the Company shall be exempt of the duty to pay them.