Exhibit 1.1

 

 

 

 

 

 

 

 

 

 

Articles of Incorporation

 

(Amended as of May 14, 2026)

 

 

 

 

 

 

 

 

 

 

Micware Co., Ltd

 

 

 

 

 

 

 

 

 

 

 

 

 

Chapter 1 General Provisions

 

Article 1 (Trade Name)

The name of the Company shall be Kabushiki Kaisha Micware, and in English it shall be expressed as Micware Co., Ltd.

 

Article 2 (Purpose)

The purpose of the Company shall be to engage in the following businesses and to control and manage the business activities of companies (including foreign companies) or other entities equivalent thereto by owning shares or equity interests therein:

 

1. Planning, development, manufacture, and sale of computer systems

 

2. Consulting services related to the planning and manufacture of computer systems

 

3. Contracted information processing services using computers and services incidental thereto

 

4. Sale, export, and import of computer peripheral devices and components

 

5. Publishing activities related to computer systems

 

6. Planning and production of computer graphics

 

7. Education, training, and support for suppliers and users of computers and computer systems

 

8. Telecommunications business, information provision services, and contracted services related thereto

 

9. Consulting services related to telecommunications business

 

10. Planning, production, management, operation, sale, and production of various applications and web services using the Internet

 

11. Planning, design, production, sale, operation, maintenance, and management of websites, web content, and web applications

 

12. Planning, production, development, sale, operation, and management of applications for smartphones and tablet devices

 

13. Planning, development, design, production, sale, management, and maintenance of social applications

 

14. Planning, development, production, sale, maintenance, and management of digital content and application software

 

15. Agency sales of software

 

16. Ownership, management, and leasing of real estate

 

17. Travel agency business pursuant to the Travel Agency Act

 

18. Management and business guidance for subsidiaries and affiliated companies

 

19. All businesses incidental or related to the foregoing items

 

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Article 3 (Location of Head Office)

The head office of the Company shall be located in Chuo-ku, Kobe City.

 

Article 4 (Method of Public Notice)

1.Public notices of the Company shall be given by electronic public notice. Notices of the Company’s financial results shall be made by electronic public notice, and all other public notices shall be published in the Nikkan Kogyo Shimbun.

 

2.If the Company is unable to give an electronic public notice due to an accident or any other unavoidable reason, such notice shall be published in the Nikkan Kogyo Shimbun.

 

Chapter 2 Shares

 

Article 5 (Total Number of Authorized Shares)

The total number of authorized shares of the Company shall be 125,320,000 shares.

 

Article 6 (Non-Issuance of Share Certificates)

The Company shall not issue share certificates for the shares it issues.

 

Article 7 (Shareholder Registry Administrator)

1. The Company shall appoint a shareholder registry administrator.

 

2. The shareholder registry administrator and its place of business shall be determined by resolution of the Board of Directors.

 

3. The preparation and maintenance of the shareholder registry and the stock acquisition rights registry, as well as all other administrative matters relating thereto, shall be entrusted to the shareholder registry administrator, and the Company shall not handle such matters directly.

 

Article 8 (Demand for Sale of Shares from Heirs, etc.)

The Company may demand that any person who acquires shares of the Company through inheritance or other general succession sell such shares to the Company.

 

Article 9 (Granting Rights to Receive Allocation of Shares, etc.)

When the Company grants shareholders the right to receive an allocation of shares (including treasury shares) or stock acquisition rights in connection with the solicitation of persons to subscribe for such shares or stock acquisition rights, the determination of the offering terms, the granting of such rights, and the subscription period may be made by resolution of the Board of Directors.

 

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Article 10 (Regulations on Handling of Shares)

Matters concerning the handling of shares of the Company and related fees shall be governed by laws and regulations, these Articles of Incorporation, and the regulations on the handling of shares established by the Board of Directors.

 

Chapter 3 Shareholders’ Meetings

 

Article 11 (Record Date)

The record date for the exercise of voting rights at the annual shareholders’ meeting shall be the last day of February each year.

 

Article 12 (Convocation and Convener)

1. The annual shareholders’ meeting shall be convened within three months after the day following the end of each business year, and extraordinary shareholders’ meetings shall be convened as necessary.

 

2. Except as otherwise provided by laws and regulations, shareholders’ meetings shall be convened by the Representative Director.

 

Article 13 (Notice of Convocation)

Notice of convocation of a shareholders’ meeting shall be given to shareholders entitled to exercise voting rights with respect to the matters to be resolved at such shareholders’ meeting no later than two (2) weeks prior to the date of the meeting.

 

Article 14 (Chairperson)

1. The chairperson of a shareholders’ meeting shall be the Representative Director. In the event of an accident or inability of the Representative Director, another Director shall act as chairperson in the order determined in advance by the Board of Directors.

 

2. The chairperson shall maintain order at the meeting and conduct the proceedings.

 

Article 15 (Resolutions)

1. Except as otherwise provided by laws, regulations, or these Articles of Incorporation, resolutions of a shareholders’ meeting shall be adopted by a majority of the voting rights of shareholders present.

 

2. Resolutions as provided in Article 309, Paragraph 2 of the Companies Act shall be adopted by shareholders holding at least one-third of the voting rights of all shareholders entitled to exercise voting rights, with approval by at least two-thirds of the voting rights of the shareholders present.

 

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Article 16 (Exercise of Voting Rights by Proxy)

1. A shareholder may exercise its voting rights by proxy by appointing one other shareholder of the Company who holds voting rights.

 

2. A shareholder or proxy shall submit to the Company a document evidencing such proxy authority for each shareholders’ meeting.

 

Article 17 (Minutes)

Minutes of shareholders’ meetings shall be prepared stating the date and time, place, officers present, an outline of the proceedings and results thereof, and other matters prescribed by Ordinance of the Ministry of Justice, and shall be signed and sealed by the chairperson and the Directors present, and kept by the Company for ten (10) years from the date of the meeting.

 

Chapter 4 Directors and Board of Directors

 

Article 18 (Establishment of Board of Directors)

The Company shall establish a Board of Directors.

 

Article 19 (Number of Directors)

The Company shall have three (3) or more Directors.

 

Article 20 (Resolution for Appointment)

Directors shall be appointed at a shareholders’ meeting by shareholders holding at least one-third of the total voting rights of all shareholders, by a majority of the voting rights represented at the meeting.

 

Article 21 (Term of Office)

The term of office of Directors shall expire at the conclusion of the annual shareholders’ meeting for the final business year ending within two (2) years after their appointment. The term of office of any Director appointed as a substitute or additional Director shall be the remaining term of the other Directors.

 

Article 22 (Representative Director)

The Representative Director(s) of the Company shall be determined by resolution of the Board of Directors.

 

Article 23 (Convener and Chairperson of Board of Directors)

Except as otherwise provided by laws and regulations, the Board of Directors shall be convened and chaired by the Representative Director. In the event of an accident or inability of the Representative Director, another Director shall act in the order determined in advance by the Board of Directors.

 

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Article 24 (Notice of Convocation)

Notice of convocation of a Board of Directors meeting shall be given at least three (3) days prior to the meeting date; provided, however, that this period may be shortened in case of urgent necessity.

 

Article 25 (Resolutions)

1. Resolutions of the Board of Directors shall be adopted by a majority of the Directors present, provided that a majority of all Directors entitled to vote are present. A Director having a special interest in a resolution shall not exercise voting rights thereon.

 

2. When the requirements of Article 370 of the Companies Act are satisfied, the Company shall deem that a resolution of the Board of Directors has been adopted.

 

Article 26 (Minutes)

Minutes of meetings of the Board of Directors shall be prepared stating an outline of the proceedings and results thereof and other matters prescribed by Ordinance of the Ministry of Justice, and shall be signed and sealed by the chairperson, Directors present, and Corporate Auditors, and kept by the Company for ten (10) years.

 

Article 27 (Remuneration)

The remuneration, bonuses, and other economic benefits received from the Company as consideration for execution of duties by Directors (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of the shareholders’ meeting.

 

Article 28 (Limitation or Partial Exemption of Directors’ Liability)

1.With respect to the liability of a Director prescribed in Article 423, Paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt such Director from liability within the scope permitted under Article 425, Paragraph 1 of the Companies Act, if the Director acted in good faith and without gross negligence in the performance of his or her duties, and if the requirements prescribed by applicable laws and regulations are satisfied, including where such exemption is deemed particularly necessary in light of the circumstances giving rise to the liability, the manner in which the Director performed his or her duties, and other relevant circumstances.

 

2.Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Directors (excluding executive Directors, etc.) to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act; provided, however, that the maximum amount of such liability shall be the amount prescribed by laws and regulations.

 

Chapter 5 Corporate Auditors and Board of Corporate Auditors

 

Article 29 (Establishment of Board of Corporate Auditors)

The Company shall establish a Board of Corporate Auditors.

 

Article 30 (Number of Corporate Auditors)

The Company shall have three (3) or more Corporate Auditors.

 

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Article 31 (Resolution for Appointment)

Corporate Auditors shall be appointed at a shareholders’ meeting by shareholders holding at least one-third of the total voting rights of all shareholders, by a majority of the voting rights represented at the meeting.

 

Article 32 (Term of Office)

The term of office of Corporate Auditors shall expire at the conclusion of the annual shareholders’ meeting for the final business year ending within four (4) years after their appointment. The term of office of a substitute Corporate Auditor shall be until the expiration of the term of the replaced Corporate Auditor.

 

Article 33 (Full-Time Corporate Auditor)

The Board of Corporate Auditors shall select one or more full-time Corporate Auditors from among its members by resolution.

 

Article 34 (Notice of Convocation)

1. Notice of convocation of a Board of Corporate Auditors meeting shall be given at least three (3) days prior to the meeting date; provided, however, that this period may be shortened in case of urgent necessity.

 

2. A Board of Corporate Auditors meeting may be held without following convocation procedures if all Corporate Auditors consent thereto.

 

Article 35 (Method of Resolution)

Except as otherwise provided by laws and regulations, resolutions of the Board of Corporate Auditors shall be adopted by a majority of the Corporate Auditors.

 

Article 36 (Minutes)

Minutes of meetings of the Board of Corporate Auditors shall be prepared or recorded stating an outline of the proceedings and results thereof and other matters prescribed by laws and regulations, and shall be signed and sealed or electronically signed by the Corporate Auditors present.

 

Article 37 (Regulations of Board of Corporate Auditors)

Matters concerning the Board of Corporate Auditors shall be governed by laws, regulations, these Articles of Incorporation, and the regulations of the Board of Corporate Auditors established by the Board of Corporate Auditors.

 

Article 38 (Remuneration)

The Remuneration, etc. of Corporate Auditors shall be determined by resolution of the shareholders’ meeting.

 

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Article 39 (Limitation or Partial Exemption of Corporate Auditors’ Liability)

1.With respect to the liability of a Corporate Auditor prescribed in Article 423, Paragraph 1 of the Companies Act, the Company may, by resolution of the Board of Directors, exempt such Corporate Auditor from liability within the scope permitted under Article 425, Paragraph 1 of the Companies Act, if the Corporate Auditor acted in good faith and without gross negligence in the performance of his or her duties, and if the requirements prescribed by applicable laws and regulations are satisfied, including where such exemption is deemed particularly necessary in light of the circumstances giving rise to the liability, the manner in which the Corporate Auditor performed his or her duties, and other relevant circumstances.

 

2.Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company may enter into agreements with Corporate Auditors to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act; provided, however, that the maximum amount of such liability shall be the amount prescribed by laws and regulations.

 

Chapter 6 Accounting

 

Article 40 (Business Year)

The business year of the Company shall commence on March 1 of each year and end on the last day of February of the following year.

 

Article 41 (Dividends of Surplus)

1. Dividends of surplus shall be paid to shareholders or registered pledgees of shares recorded or registered in the final shareholder registry as of the end of each business year.

 

2. If dividends of surplus are not claimed within three (3) years from the date on which payment is made available, the Company shall be released from its obligation to pay such dividends, and no interest shall accrue on unpaid dividends.

 

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