Ordinance for Enforcement of the Companies Act - English

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Ordinance for Enforcement of the Companies Act

Ordinance of the Ministry of Justice No. 12 of February 7, 2006

The Ordinance for Enforcement of the Companies Act is established as follows, pursuant to the provisions of the Companies Act (Act No. 86 of 2005) and the Order for Enforcement of the Companies Act (Cabinet Order No. 364 of 2005).

Table of Contents

Part I General Provisions

Chapter I General Rules(Articles 1 and 2)

Chapter II Subsidiary Companies and Parent Companies(Articles 3 and 4)

Part II Stock Companies

Chapter I Incorporation

Section 1 General Rules(Articles 5 to 7)

Section 2 Incorporation Through Solicitation(Articles 8 to 18)

Chapter II Shares

Section 1 General Provisions(Articles 19 to 21)

Section 2 Transfer of Shares(Articles 22 to 26)

Section 3 Acquisition of Treasury Shares by a Stock Company(Articles 27 to 33)

Section 4 Share Unit Number(Articles 34 to 37)

Section 5 Omission of Notices to Shareholders(Articles 38 and 39)

Section 6 Issuance of Shares for Subscription(Articles 40 to 46)

Section 7 Share Certificates(Articles 47 to 49)

Section 8 Miscellaneous Provisions(Articles 50 to 52)

Chapter III Share Options(Articles 53 to 62)

Chapter IV Organs

Section 1 Shareholders Meeting and General Meeting of Class Shareholders

Subsection 1 General Rules(Articles 63 to 72)

Subsection 2 Reference Documents for Shareholders Meeting

Division 1 General Rules(Article 73)

Division 2 Election of Officers(Articles 74 to 77)

Division 3 Dismissal of Officers(Articles 78 to 81)

Division 4 Remuneration, etc. of Officers(Articles 82 to 84)

Division 5 Approval of Accounting Documents(Article 85)

Division 6 Approval of a Merger Agreement, etc.(Articles 86 to 92)

Division 7 Matters to Be Stated in the Case of a Shareholder Proposal(Article 93)

Division 8 Special Provisions on Statements in Reference Documents for Shareholders Meeting(Article 94)

Subsection 3 General Meetings of Class Shareholders(Article 95)

Section 2 Election of Company Officers(Articles 96 and 97)

Section 3 Directors(Article 98)

Section 4 Boards of Directors(Articles 99 to 101)

Section 5 Accounting Advisors(Articles 102 to 104)

Section 6 Company Auditors(Articles 105 to 108)

Section 7 Boards of Company Auditors(Article 109)

Section 8 Financial Auditors(Article 110)

Section 9 Committees and Executive Officers(Articles 111 and 112)

Section 10 Liability for Damages of Officers etc.(Articles 113 to 115)

Chapter V Accounting

Section 1 Accounting Documents(Article 116)

Section 2 Business Reports

Subsection 1 General Rules(Article 117)

Subsection 2 Content of Business Reports, etc.

Division 1 General Rules(Article 118)

Division 2 Content of a Public Company's Business Reports(Articles 119 to 124)

Division 3 Content of the Business Reports of a Company with Accounting Advisors(Article 125)

Division 4 Content of the Business Reports of a Company with Financial Auditors(Articles 126 and 127)

Division 5 Content of a Business Report's Annexed Detailed Statement(Article 128)

Subsection 3 Audits of Business Reports, etc.(Articles 129 to 132)

Subsection 4 Provision of Business Reports, etc. to Shareholders(Article 133)

Chapter VI Transfer, etc. of Business(Articles 134 to 138)

Chapter VII Dissolution(Article 139)

Chapter VIII Liquidation

Section 1 General Provisions(Articles 140 to 151)

Section 2 Special Liquidation(Articles 152 to 158)

Part III Membership Companies

Chapter I Accounting(Article 159)

Chapter II Liquidation(Articles 160 and 161)

Part IV Bonds

Chapter I General Provisions(Articles 162 to 168)

Chapter II Bond Administrators(Articles 169 to 171)

Chapter III Bondholders Meetings(Articles 172 to 177)

Part V Entity Conversions, Mergers, Company Splits, Share Exchanges, and Share Transfers

Chapter I Absorption-Type Company Split Agreements and Incorporation-Type Company Split Plans

Section 1 Absorption-Type Company Split Agreements(Article 178)

Section 2 Incorporation-Type Company Split Plans(Article 179)

Chapter II Procedures for a Stock Company Effecting an Entity Conversion(Articles 180 and 181)

Chapter III Procedures for Stock Companies Disappearing in Absorption-Type Mergers, Stock Companies Splitting in Absorption-Type Splits, and Wholly Owned Subsidiary Companies Resulting from Share Exchanges(Articles 182 to 190)

Chapter IV Procedures for Stock Companies Surviving Absorption-Type Mergers, Stock Companies Succeeding in Absorption-Type Splits, and Wholly Owning Parent Stock Companies Resulting from a Share Exchange(Articles 191 to 203)

Chapter V Procedures for Stock Companies Disappearing in the Consolidation-Type Mergers, Stock Companies Splitting in the Incorporation-Type Splits, and Wholly Owned Subsidiary Companies Resulting from a Share Transfer(Articles 204 to 210)

Chapter VI Procedures for Stock Companies Incorporated in Consolidation-Type Mergers, Stock Companies Incorporated in Incorporation-Type Splits, and Wholly Owning Parent Companies Incorporated in Share Transfers(Articles 211 to 213)

Part VI Foreign Companies(Articles 214 to 216)

Part VII Miscellaneous Provisions

Chapter I Actions(Articles 217 to 219)

Chapter II Registration(Article 220)

Chapter III Public Notice(Article 221)

Chapter IV Electronic or Magnetic Means and Electronic or Magnetic Records, etc.

Section 1 Electronic or Magnetic Means and Electronic or Magnetic Records, etc.(Articles 222 to 230)

Section 2 Utilization of Information and Communications Technology(Articles 231 to 238)

Part I General Provisions

Chapter I General Rules

(Purpose)

Article 1The purpose of this Ministerial Ordinance is to provide for matters based on the mandates of the Companies Act (Act No. 86 of 2005; hereinafter referred to as "the Act") and other necessary matters for the enforcement of the Act.

(Definitions)

Article 2(1)In this Ministerial Ordinance, the terms "Company," "Foreign Company," "Subsidiary Company," "Parent Company," "Public Company," "Company with Board of Directors," "Company with Accounting Advisors," "Company with Company Auditors," "Company with Board of Company Auditors," "Company with Financial Auditors," "Company with Committees," "Company with Class Shares," "General Meeting of Class Shareholders," "Outside Director," "Outside Company Auditor," "Shares with Restriction on Transfer," "Shares Subject to Call," "Share Unit Number," "Share Options," "Bonds with Share Options," "Bonds," "Dividend Property," "Entity Conversion," "Absorption-Type Merger," "Consolidation-Type Merger," "Absorption-Type Company Split," "Incorporation-Type Company Split," "Share Exchange," "Share Transfer," and "Electronic Public Notice," mean the Company, Foreign Company, Subsidiary Company, Parent Company, Public Company, Company with Board of Directors, Company with Accounting Advisors, Company with Company Auditors, Company with Board of Company Auditors, Company with Financial Auditors, Company with Committees, Company with Class Shares, General Meeting of Class Shareholders, Outside Director, Outside Company Auditor, Shares with Restriction on Transfer, Shares Subject to Call, Share Unit Number, Share Options, Bonds with Share Options, Bonds, Dividend Property, Entity Conversion, Absorption-Type Merger, Consolidation-Type Merger, Absorption-Type Company Split, Incorporation-Type Company Split, Share Exchange, Share Transfer, and Electronic Public Notice provided for in Article 2 of the Act, respectively.

(2)In this Ministerial Ordinance, the meanings of the terms set forth in the following items are as prescribed respectively in those items:

(i)"Committee" means the committee provided for in Article 2, item (xii) of the Act;

(ii)"Class Shareholder" means the class shareholder provided for in Article 2, item (xiv) of the Act;

(iii)"Executive Director" means the executive director provided for in Article 2, item (xv) of the Act;

(iv)"Issued Shares" means the issued shares provided for in Article 2, item (xxxi) of the Act;

(v)"Electronic or Magnetic Means" means the electronic or magnetic means provided for in Article 2, item (xxxiv) of the Act;

(vi)"Shares Issued at Incorporation" means the shares issued at incorporation provided for in Article 25, paragraph (1), item (i) of the Act;

(vii)"Securities" means the securities provided for in Article 33, paragraph (10), item (ii) of the Act;

(viii)"Bank, etc." means the bank, etc. provided for in Article 34, paragraph (2) of the Act;

(ix)"Total Number of Authorized Shares" means the total number of authorized shares provided for in Article 37, paragraph (1) of the Act;

(x)"Directors at Incorporation" means the directors at incorporation provided for in Article 38, paragraph (1) of the Act;

(xi)"Accounting Advisors at Incorporation" means the accounting advisors at incorporation provided for in Article 38, paragraph (2), item (i) of the Act;

(xii)"Company Auditors at Incorporation" means the company auditors at incorporation provided for in Article 38, paragraph (2), item (ii) of the Act;

(xiii)"Financial Auditors at Incorporation" means the financial auditors at incorporation provided for in Article 38, paragraph (2), item (iii) of the Act;

(xiv)"Representative Director" means the representative director provided for in Article 47, paragraph (1) of the Act;

(xv)"Executive Officers at Incorporation" means the executive officers at incorporation provided for in Article 48, paragraph (1), item (ii) of the Act;

(xvi)"Shares Offered at Incorporation" means the shares offered at incorporation provided for in Article 58, paragraph (1) of the Act;

(xvii)"Shareholders at Incorporation" means the shareholders at incorporation provided for in Article 65, paragraph (1) of the Act;

(xviii)"Organizational Meeting" means the organizational meeting provided for in Article 65, paragraph (1) of the Act;

(xix)"Reference Documents for Organizational Meeting" means the reference documents for organizational meeting provided for in Article 70, paragraph (1) of the Act;

(xx)"Class Organizational Meeting" means the class organizational meeting provided for in Article 84 of the Act;

(xxi)"Total Number of Authorized Shares in a Class" means the total number of authorized shares in a class provided for in Article 101, paragraph (1), item (iii) of the Act;

(xxii)"Shares, etc." means the shares, etc. provided for in Article 107, paragraph (2), item (ii) (e) of the Act;

(xxiii)"Treasury Shares" means the treasury shares provided for in Article 113, paragraph (4) of the Act;

(xxiv)"Share Certificate-Issuing Company" means the share certificate-issuing company provided for in Article 117, paragraph (6) of the Act;

(xxv)"Matters to Be Stated in the Shareholder Register" means matters to be stated in the shareholder register provided for in Article 121 of the Act;

(xxvi)"Shareholder Register Administrator" means the shareholder register administrator provided for in Article 123 of the Act;

(xxvii)"Acquirer of Shares" means the acquirer of shares provided for in Article 133, paragraph (1) of the Act;

(xxviii)"Parent Company's Shares" means the parent company's shares provided for in Article 135, paragraph (1) of the Act;

(xxix)"Requester for Approval of Transfer" means the requester for approval of a transfer provided for in Article 139, paragraph (2) of the Act;

(xxx)"Subject Shares" means the subject shares provided for in Article 140, paragraph (1) of the Act;

(xxxi)"Designated Purchaser" means the designated purchaser provided for in Article 140, paragraph (4) of the Act;

(xxxii)"Amount of Net Assets per Share" means the amount of net assets per share provided for in Article 141, paragraph (2) of the Act;

(xxxiii)"Registered Pledgee of Shares" means the registered pledgee of shares provided for in Article 149, paragraph (1) of the Act;

(xxxiv)"Monies, etc." means the monies, etc. provided for in Article 151 of the Act;

(xxxv)"Shares Subject to Class-Wide Call" means the shares subject to class-wide call provided for in Article 171, paragraph (1) of the Act;

(xxxvi)"Demand to Be Sold Less than One Unit of Shares" means the demand to be sold less than one unit of shares provided for in Article 194, paragraph (1) of the Act;

(xxxvii)"Shares for Subscription" means the shares for subscription provided for in Article 199, paragraph (1) of the Act;

(xxxviii)"Date of Registration of Lost Share Certificate" means the date of registration of a loss of share certificate provided for in Article 221, item (iv) of the Act;

(xxxix)"Registration of Lost Share Certificate" means the registration of lost share certificate provided for in Article 223 of the Act;

(xl)"Registrant of Lost Share Certificate" means the registrant of a lost share certificate provided for in Article 224, paragraph (1) of the Act;

(xli)"Share Options for Subscription" means the share options for subscription provided for in Article 238, paragraph (1) of the Act;

(xlii)"Certificates of Bonds with Share Options" means the certificates of bonds with share options provided for in Article 249, item (ii) of the Act;

(xliii)"Bonds with Share Options with Issued Certificates" means the bonds with share options with issued certificates provided for in Article 249, item (ii) of the Act;

(xliv)"Share Options with Issued Certificates" means the share options with issued certificates provided for in Article 249, item (iii) (d) of the Act;

(xlv)"Treasury Share Options" means the treasury share options provided for in Article 255, paragraph (1) of the Act;

(xlvi)"Acquirer of Share Options" means the acquirer of share options provided for in Article 260, paragraph (1) of the Act;

(xlvii)"Share Options Subject to Call" means the share options subject to call provided for in Article 273, paragraph (1) of the Act;

(xlviii)"Allotment of Share Options without Contribution" means the allotment of share options without contribution provided for in Article 277 of the Act;

(xlix)"Reference Documents for Shareholders Meeting" means the reference documents for shareholders' meeting provided for in Article 301, paragraph (1) of the Act;

(l)"Remuneration, etc." means the remuneration, etc. provided for in Article 361, paragraph (1) of the Act;

(li)"Minutes, etc." means the minutes, etc. provided for in Article 371, paragraph (1) of the Act;

(lii)"Officers, etc." means the officers, etc. provided for in Article 423, paragraph (1) of the Act;

(liii)"Provisional Account Closing Date" means the provisional account closing date provided for in Article 441, paragraph (1) of the Act;

(liv)"Provisional Financial Statements" means the provisional financial statements provided for in Article 441, paragraph (1) of the Act;

(lv)"Consolidated Financial Statements" means the consolidated financial statements provided for in Article 444, paragraph (1) of the Act;

(lvi)"Distributable Amount" means the distributable amount provided for in Article 461, paragraph (2) of the Act;

(lvii)"Business Transfer, etc." means the business transfer, etc. provided for in Article 468, paragraph (1) of the Act;

(lviii)"Liquidating Stock Company" means the liquidating stock company provided for in Article 476 of the Act;

(lix)"Company with Board of Liquidators" means the company with a board of liquidators provided for in Article 478, paragraph (6) of the Act;

(lx)"Inventory of Assets, etc." means the inventory of assets, etc. provided for in Article 492, paragraph (1) of the Act;

(lxi)"Each Liquidation Year" means each liquidation year as provided for in Article 494, paragraph (1) of the Act;

(lxii)"Balance Sheet, etc." means the balance sheet, etc. provided for in Article 496, paragraph (1) of the Act;

(lxiii)"Agreement Claim" means the agreement claim provided for in Article 515, paragraph (3) of the Act;

(lxiv)"Agreement Claim Creditor" means the agreement claim creditor provided for in Article 517, paragraph (1) of the Act;

(lxv)"Reference Documents for Meeting of Creditors" means the reference documents for meeting of creditors provided for in Article 550, paragraph (1) of the Act;

(lxvi)"Membership Company" means the membership company provided for in Article 575, paragraph (1) of the Act;

(lxvii)"Liquidating Membership Company" means the liquidating membership company provided for in Article 645 of the Act;

(lxviii)"Bonds for Subscription" means the bonds for subscription provided for in Article 676 of the Act;

(lxix)"Bond-Issuing Company" means the bond-issuing company as provided for in Article 682, paragraph (1) of the Act;

(lxx)"Bond Register Administrator" means the bond register administrator provided for in Article 683 of the Act;

(lxxi)"Reference Documents for Bondholders Meeting" means the reference documents for bondholders meeting provided for in Article 721, paragraph (1) of the Act;

(lxxii)"Membership Company after Entity Conversion" means the membership company after entity conversion provided for in Article 744, paragraph (1), item (i) of the Act;

(lxxiii)"Bonds, etc." means the bonds, etc. provided for in Article 746, item (vii) (d) of the Act.

(lxxiv)"Company Disappearing in an Absorption-Type Merger" means the company disappearing in an absorption-type merger provided for in Article 749, paragraph (1), item (i) of the Act;

(lxxv)"Company Surviving an Absorption-Type Merger" means the company surviving an absorption-type merger provided for in Article 749, paragraph (1) of the Act.

(lxxvi)"Stock Company Surviving an Absorption-Type Merger" means the stock company surviving an absorption-type merger provided for in Article 749, paragraph (1), item (i) of the Act;

(lxxvii)"Stock Company Disappearing in an Absorption-Type Merger" means the stock company disappearing in an absorption-type merger provided for in Article 749, paragraph (1), item (ii) of the Act;

(lxxviii)"Membership Company Surviving an Absorption-Type Merger" means the membership company surviving an absorption-type merger provided for in Article 751, paragraph (1), item (i) of the Act;

(lxxix)"Company Incorporated in a Consolidation-Type Merger" means the company incorporated in a consolidation-type merger provided for in Article 753, paragraph (1) of the Act;

(lxxx)"Company Disappearing in a Consolidation-Type Merger" means the company disappearing in a consolidation-type merger provided for in Article 753, paragraph (1), item (i) of the Act;

(lxxxi)"Stock Company Incorporated in a Consolidation-Type Merger" means the stock company incorporated in a consolidation-type merger provided for in Article 753, paragraph (1), item (ii) of the Act;

(lxxxii)"Stock Company Disappearing in a Consolidation-Type Merger" means the stock company disappearing in a consolidation-type merger provided for in Article 753, paragraph (1), item (vi) of the Act;

(lxxxiii)"Company Succeeding in an Absorption-Type Split" means the company succeeding in an absorption-type split provided for in Article 757 of the Act;

(lxxxiv)"Company Splitting in an Absorption-Type Split" means the company splitting in an absorption-type split provided for in Article 758, item (i) of the Act;

(lxxxv)"Stock Company Succeeding in an Absorption-Type Split" means the stock company succeeding in an absorption-type split provided for in Article 758, item (i) of the Act;

(lxxxvi)"Stock Company Splitting in an Absorption-Type Split" means the stock company splitting in an absorption-type split provided for in Article 758, item (ii) of the Act;

(lxxxvii)"Membership Company Succeeding in an Absorption-Type Split" means the membership company succeeding in an absorption-type split provided for in Article 760, item (i) of the Act;

(lxxxviii)"Company Splitting in an Incorporation-Type Split" means the company splitting in an incorporation-type split provided for in Article 763, item (v) of the Act;

(lxxxix)"Stock Company Splitting in an Incorporation-Type Split" means the stock company splitting in an incorporation-type split provided for in Article 763, item (v) of the Act;

(xc)"Company Incorporated in an Incorporation-Type Split" means the company incorporated in an incorporation-type split provided for in Article 763 of the Act;

(xci)"Stock Company Incorporated in an Incorporation-Type Split" means the stock company incorporated in an incorporation-type split provided for in Article 763, item (i) of the Act;

(xcii)"Membership Company Incorporated in an Incorporation-Type Split" means the membership company incorporated in an incorporation-type split provided for in Article 765, paragraph (1), item (i) of the Act;

(xciii)"Wholly Owning Parent Company Resulting from a Share Exchange" means the wholly owning parent company resulting from a share exchange provided for in Article 767 of the Act;

(xciv)"Wholly Owned Subsidiary Company Resulting from a Share Exchange" means the wholly owned subsidiary company resulting from a share exchange provided for in Article 768, paragraph (1), item (i) of the Act;

(xcv)"Wholly Owning Parent Stock Company Resulting from a Share Exchange" means the wholly owning parent stock company resulting from a share exchange provided for in Article 768, paragraph (1), item (i) of the Act;

(xcvi)"Wholly Owning Parent Limited Liability Company Resulting from a Share Exchange" means the wholly owning parent limited liability company resulting from a share exchange provided for in Article 770, paragraph (1), item (i) of the Act;

(xcvii)"Wholly Owning Parent Company Incorporated in a Share Transfer" means the wholly owning parent company incorporated in a share transfer provided for in Article 773, paragraph (1), item (i) of the Act;

(xcviii)"Wholly Owned Subsidiary Company Resulting from a Share Transfer" means the wholly owned subsidiary company resulting from a share transfer provided for in Article 773, paragraph (1), item (v) of the Act;

(xcix)"Limited Liability Company Splitting in an Absorption-Type Split" means the limited liability company splitting in an absorption-type split provided for in Article 793, paragraph (2) of the Act;

(c)"Surviving Stock Company, etc." means the surviving stock company, etc. provided for in Article 794, paragraph (1) of the Act;

(ci)"Limited Liability Company Splitting in an Incorporation-Type Split" means the limited liability company splitting in an incorporation-type split provided for in Article 813, paragraph (2) of the Act.

(3)In this Ministerial Ordinance, the meanings of the terms set forth in the following items are as prescribed respectively in those items:

(i)"Corporation, etc." means a corporation or other organization;

(ii)"Company, etc." means a Company (including a Foreign Company), partnership (including an entity that is equivalent to a partnership in a foreign country), or other business entity equivalent thereto;

(iii)"Officer" means a director, accounting advisor, company auditor, executive officer, director, inspector, or other person equivalent thereto;

(iv)"Company Officer" means a director, accounting advisor, company auditor, or executive officer of the relevant stock company;

(v)"Outside Officer" means a Company Officer who falls under all of the following:

(a)that the relevant Company Officer is an Outside Director or Outside Company Auditor; and

(b)that the relevant Company Officer falls under any of the following requirements:

1.that the relevant Company Officer is an Outside Director under Article 373, paragraph (1), item (ii), or Article 400, paragraph (3), or Article 425, paragraph (1), item (i) (c), or Article 427, paragraph (1) of the Act;

2.that the relevant Company Officer is an Outside Company Auditor under Article 335, paragraph (3) or Article 427, paragraph (1) of the Act; or

3.that the relevant Company Officer is indicated as an Outside Director or Outside Company Auditor of the relevant stock company in Accounting Documents, business reports, Reference Documents for Shareholders Meetings, or other materials prepared by the stock company pursuant to the provisions of laws and regulations and other authorities equivalent thereto.

(vi)"Executive" means the persons listed below:

(a)an Executive Director, an executive officer, or other Officer executing the business of a Corporation, etc.;

(b)a member who executes the business, a person who is to perform the duties under Article 598, paragraph (1) of the Act, or any other person equivalent thereto; and

(c)an employee.

(vii)"Candidate for Outside Director" means a candidate who falls under all of the following:

(a)that the candidate has not been an Executive Director, an executive officer, or an employee, including a manager of the relevant stock company or its Subsidiary Company;

(b)that the candidate is not currently an Executive Director, an executive officer, or an employee, including a manager of the relevant stock company or its Subsidiary Company;

(c)that no plan exists to appoint the candidate as a director who executes the business of the relevant stock company after the candidate assumes the position of Outside Director;

(d)that no plan exists to elect the candidate as an executive officer for the relevant stock company after the candidate assumes the position of Outside Director;

(e)that no plan exists to make the candidate an employee of the relevant stock company after the candidate assumes the position of Outside Director; and

(f)that the candidate falls under either of the following requirements:

1.that a plan exists to have the candidate as an Outside Director under Article 373, paragraph (1), item (ii), or Article 400, paragraph (3), or Article 425, paragraph (1), item (i) (c), or Article 427, paragraph (1); or

2.that a plan exists to have the candidate indicated as an Outside Director of the relevant stock company in Accounting Documents, business reports, Reference Documents for Shareholders Meetings, or other materials prepared by the stock company pursuant to the provisions of laws and regulations and other authorities equivalent thereto;

(viii)"Candidate for Outside Company Auditor" means a candidate who falls under all of the following:

(a)that the candidate has not been a director, an accounting advisor (when the accounting advisor is a corporation, the member who is to carry out the duties thereof) or an executive officer, or an employee, including a manager of the relevant stock company or its Subsidiary Companies; and

(b)that the candidate falls under either of the following requirements:

1.that a plan exists to have the candidate as an Outside Company Auditor under Article 335, paragraph (3) or Article 427, paragraph (1) of the Act; or

2.that a plan exists to have the candidate indicated as an Outside Company Auditor of the relevant stock company in Accounting Documents, business reports, Reference Documents for Shareholders Meetings, or other materials prepared by the stock company pursuant to the provisions of laws and regulations and other authorities equivalent thereto.

(ix)"Most Recent Business Year" means the period as prescribed in the following (a) or (b), in accordance with the categories of Companies listed therein:

(a)stock company:the Most Recent Business Year provided for in Article 2, item (xxiv) of the Act;

(b)Membership Company:the latest of the business years for which financial statements have been prepared as provided for in Article 617, paragraph (2) of the Act for each business year;

(x)"Financial Statements" means the documents as prescribed in the following (a) or (b), in accordance with the categories of Companies listed therein:

(a)stock company:the Financial Statements provided for in Article 435, paragraph (2) of the Act; or

(b)Membership Company:the Financial Statements provided for in Article 617, paragraph (2) of the Act.

(xi)"Accounting Documents" means, for stock companies, the items listed below:

(a)the balance sheet as of the day of its formation;

(b)the Financial Statements and the annexed detailed statements thereof pertaining to each business year;

(c)Provisional Financial Statements; and

(d)Consolidated Financial Statements;

(xii)"Financial Statements, etc." means the items as prescribed in the following (a) or (b), in accordance with the categories of Companies listed therein:

(a)stock company:Financial Statements and business reports for each business year (including audit reports and accounting audit reports, if provisions of Article 436, paragraph (1) or paragraph (2) of the Act are applicable); or

(b)Membership Company:the Financial Statements provided for in Article 617, paragraph (2) of the Act;

(xiii)"Provisional Financial Statements, etc." means the provisional financial statements provided for in Article 441, paragraph (1) of the Act (including audit reports and accounting audit reports, if provisions of paragraph (2) of the same Article are applicable);

(xiv)"Share Option, etc." means a Share Option or other right that enables a person to be delivered shares or other equity interests of a Corporation, etc. through the exercise thereof against the Corporation, etc.;

(xv)"Tender Offer, etc." means a tender offer provided for in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act (Act No. 25 of 1948) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2) of the same Act) and a system based on the foreign laws and regulations equivalent thereto;

(xvi)"Acquirer of Bonds" means a person (excluding the relevant Bond-Issuing Company) who has acquired Bonds from a person other than the relevant Bond-Issuing Company;

(xvii)"Trust Bond" means a Bond that the trustee of a trust issues, which is issued for Trust Property (meaning the trust property provided for in Article 2, paragraph (3) of the Trust Act (Act. No. 108 of 2006); the same applies hereinafter);

(xviii)"Officers, etc. at Incorporation" means Directors at Incorporation, Accounting Advisors at Incorporation, Company Auditors at Incorporation, and Financial Auditors at Incorporation;

(xix)"Specified Associated Service Provider" means any of the following:

(a)the Parent Company of the relevant stock company, and the Subsidiary Companies and Affiliated Companies of the Parent Company (including entities equivalent to the Subsidiary Companies and Affiliated Companies if the Parent Company is not a Company) (if no Parent Company exists for the stock company, the Subsidiary Companies and Affiliated Companies of stock company); or

(b)major counterparties of the relevant stock company (including organizations other than corporations);

(xx)"Person Subject to Demand" means, among the persons listed below, the person listed in Article 217, item (i) pertaining to a request pursuant to the provisions of Article 847, paragraph (1) of the Act:

(a)an incorporator;

(b)a Director at Incorporation and a Company Auditor at Incorporation;

(c)an Officer, etc.;

(d)a liquidator;

(e)a person who has received the Giving of Benefits under Article 120, paragraph (3) of the Act;

(f)a subscriber for Shares for Subscription who bears the obligations under Article 212, paragraph (1) of the Act; or

(g)a subscriber for Share Options for Subscription who bears the obligations under Article 285, paragraph (1) of the Act;

(xxi)"Affiliated Company" means the affiliated company provided for in Article 2, paragraph (3), item (xviii) of the Rules of Corporate Accounting (Ordinance of the Ministry of Justice No. 13 of 2006);

(xxii)"Company to Which Consolidated Dividend Regulations Apply" means a company to which consolidated dividend regulations apply provided for in Article 2, paragraph (3), item (li) of the Rules of Corporate Accounting;

(xxiii)"Share Exchange on Entity Conversion" means a share exchange on entity conversion provided for in Article 96-5, paragraph (1) of the Insurance Business Act (Act No. 105 of 1995);

(xxiv)"Share Transfer on Entity Conversion" means a share transfer on entity conversion provided for in Article 96-8, paragraph (1) of the Insurance Business Act (Act No. 105 of 1995).

Chapter II Subsidiary Companies and Parent Companies

(Subsidiary Companies and Parent Companies)

Article 3(1)An entity prescribed by Ordinance of the Ministry of Justice as provided for in Article 2, item (iii) of the Act is regarded as the second Company, etc. under that item, where the first Company provided for in the same item controls decisions on the financial and business policies of the second Company, etc.

(2)An entity prescribed by Ordinance of the Ministry of Justice as provided for in Article 2, item (iv) of the Act is regarded as the first Company, etc. under that item, where a Company, etc. controls decisions on the financial and business policies of a Stock Company provided for in the same item

(3)The phrase "controls decisions on the financial and business policies" provided in the preceding two paragraphs means the following cases (excluding the cases where it is found to be clear that no control is exercised over determinations on the financial or business policies of the other Company, etc. in light of the financial or business relationships; hereinafter the same applies in this paragraph):

(i)where the rate of the number of voting rights that the first Company (including its Subsidiary Company or Subsidiary Corporation, etc. (meaning the relevant other Company, etc. over whose decisions on financial and business policies a first Company, etc. that is other than a Company has control); hereinafter the same applies in this paragraph) holds in the second Company on its own account to the total number of voting rights of the second Company, etc. (excluding a Company, etc. listed below with which an effective dominant-subordinate relationship is not recognized as existing; hereinafter the same applies in this paragraph) exceeds 50 percent:

(a)a Company, etc. that has become subject to an order for the commencement of rehabilitation proceedings pursuant to the provisions of the Civil Rehabilitation Act (Act No. 225 of 1999);

(b)a stock company that has become subject to an order for the commencement of reorganization proceedings pursuant to the provisions of the Corporate Reorganization Act (Act No. 154 of 2002);

(c)a Company, etc. that has become subject to an order for the commencement of bankruptcy proceedings pursuant to the provisions of the Bankruptcy Act (Act No. 75 of 2004); or

(d)any other Company, etc. equivalent to the Companies, etc. listed in (a) through (c);

(ii)where the voting rights in a second Company, etc., of the number of that a first Company, etc. holds on its own account is 40 percent or greater of the total number of voting rights in the second Company, etc. (excluding the cases listed in the preceding item), and where any one of the following requirements is satisfied:

(a)the rate of the first Company's Own and Equivalent Voting Rights (meaning the total number of the following voting rights; the same applies in the following item) in the second Company, etc. exceed 50 percent of the total number of voting rights in the second Company, etc.:

1.voting rights held on the first Company's own account;

2.voting rights held by persons who are found to exercise their voting rights in accordance with the wishes of the first Company, etc. due to a close relationship therewith in terms of investment, personnel, funds, technology, transactions or other matters; and

3.voting rights held by persons who have agreed to exercise their voting rights in accordance with the wishes of the first Company, etc.;

(b)that the rate of the number of the following persons of the first Company, etc. (limited to those capable of exercising influence in connection with decisions on the financial and business policies of the second Company, etc.) exceeds 50 percent of the total number of members on the board of directors or other equivalent body of the second Company, etc. of:

1.Officers of the first Company, etc.;

2.members who execute business at the first Company, etc.;

3.employees of the first Company, etc.; and

4.a person who was a person listed in 1. through 3;

(c)that an agreement, etc. exists under which the first Company controls decisions on the important financial and business policies of the second Company, etc.;

(d)that the amount of financing (including the amount of financing carried out by a party that has a close relationship with the first Company, etc. in terms of investment, personnel, funds, technology, transactions, etc.) (including guarantees on obligations and provision of collateral; the same applies in (d)) that the first Company, etc. carries out in the second Company, etc. exceeds 50 percent of the total amount of procured funds of the second Company, etc. (limited to funds recorded in the section on liabilities in the balance sheet);

(e)that other facts exist suggesting that the first Company, etc. controls decisions on the financial and business policies of the second Company, etc.; or

(iii)where the number of the Own and Equivalent Voting Rights that the first Company, etc. holds in the second Company, etc. exceeds 50 percent of the total number of voting rights in the second Company, etc. (including where the first Company, etc. does not hold the voting rights on its own account, and excluding the cases listed in the preceding two items), and where any one of the requirements listed in (b) through (e) of the preceding item is satisfied.

(4)A Subsidiary Company under Article 135, paragraph (1) of the Act is deemed to be the stock company provided for in Article 2, item (iv) of the Act, as mentioned in paragraph (2), with regard to the application of the provisions of paragraph (2) with regard to the Parent Company under Article 135, paragraph (1) of the Act.

(Special Provisions on Special Purpose Companies)

Article 4Notwithstanding the provisions of the preceding Article, where all of the following requirements are satisfied, a Special Purpose Company (meaning a Special Purpose Company as provided for in Article 2, paragraph (3) of the Act on Securitization of Assets (Act No. 105 of 1998), and a business entity engaged in a business that is the same type as that of a Special Purpose Company, in which a change of the content of the business has been restricted; hereinafter the same applies in this Article) is presumed not to fall under the category of a Subsidiary Company of an investor in the Special Purpose Company or of a Company that transferred assets to the Special Purpose Company:

(i)that the relevant Special Purpose Company has been incorporated for the purpose of causing the owner (including obligees pertaining to the special purpose loan provided for in Article 2, paragraph (12) of the Act on Securitization of Assets and obligees pertaining to similar loans) of the securities (including rights that are to be indicated on the securities) it issues to enjoy the gain generated from assets the Special Purpose Company received at a fair price;

(ii)that the business of the relevant Special Purpose Company is being executed appropriately in accordance with the purpose thereof.

Part II Stock Companies

Chapter I Incorporation

Section 1 General Rules

(Incorporation Expenses)

Article 5What is prescribed by Ordinance of the Ministry of Justice as provided for in Article 28, item (iv) of the Act is the following:

(i)stamp tax pertaining to articles of incorporation;

(ii)fees and compensation to be paid to the Bank, etc. that handled the payment of the money to be paid in exchange for the Shares Issued at Incorporation;

(iii)compensation for inspectors that is determined pursuant to the provisions of Article 33, paragraph (3) of the Act; and

(iv)registration and license tax for the registration of the incorporation of a stock company.

(Securities with a Market Price Not Requiring an Investigation by the Inspector)

Article 6The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 33, paragraph (10), item (ii) of the Act is the method of treating whichever is larger between the following amounts as the price of the Securities prescribed in the same item:

(i)the closing price in the market on which the Securities are traded on the day of the certification under Article 30, paragraph (1) of the Act (when there is no sales transaction on the date, or where the date falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(ii)when the Securities are the target of a Tender Offer, etc. on the day of certification under Article 30, paragraph (1) of the Act, the price of the Securities in the contract pertaining to the Tender Offer, etc. on the date.

(Banks, etc.)

Article 7What is prescribed by Ordinance of the Ministry of Justice as provided for in Article 34, paragraph (2) of the Act is the following:

(i)the Shoko Chukin Bank;

(ii)agricultural cooperatives or federations of agricultural cooperatives engaged in the business under Article 10, paragraph (1), item (iii) of the Agricultural Co-operatives Act (Act No. 132 of 1947);

(iii)fishing cooperatives, federations of fishing cooperatives, marine products processing cooperatives, and federations of marine products processing cooperatives engaged in undertakings set forth in Article 11, paragraph (1), item (iv), or Article 87, paragraph (1), item (iv), or Article 93, paragraph (1), item (ii), or Article 97, paragraph (1), item (ii) of the Fishing Cooperatives Act (Act No. 242 of 1948);

(iv)credit cooperatives, or federations of cooperatives engaged in undertakings set forth in Article 9-9, paragraph (1), item (i) of the Small and Medium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949);

(v)a Shinkin bank or federation of Shinkin banks;

(vi)a labor bank or a federation of labor banks; and

(vii)the Norinchukin bank.

Section 2 Incorporation Through Solicitation

(Matters to Be Notified to Persons Who Wish to Make an Offer)

Article 8The matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 59, paragraph (1), item (v) of the Act are the following:

(i)the number of Shares Issued at Incorporation allotted to the incorporator pursuant to the provisions of Article 32, paragraph (1), item (i) of the Act (limited to those for which performance of contributions has been fulfilled) and the number of Shares Offered at Incorporation that were subscribed for (when the stock company to be incorporated is a Company with Class Shares, the classes and the number per class);

(ii)the content of the determination pursuant to the provisions of Article 32, paragraph (2) of the Act;

(iii)when the articles of incorporation provide that a Shareholder Register Administrator is to be appointed, the name, address, and business office of that Administrator;

(iv)matters provided for in the articles of incorporation (excluding matters listed in Article 59, paragraph (1), item (i) through item (iv) of the Act and in the preceding item) in which persons who wish to make an offer to the incorporator to subscribe for Shares Offered at Incorporation have demanded of the relevant persons that notice be given.

(Matters Determined for Calling an Organizational Meeting)

Article 9The matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 67, paragraph (1), item (v) of the Act are the following:

(i)when the matters listed in Article 67, paragraph (1), item (iii) or item (iv) of the Act are prescribed, the following matters:

(a)matters to be stated in the Reference Documents for Organizational Meeting pursuant to the provisions of paragraph (1) of the following Article;

(b)when the matters listed in Article 67, paragraph (1), item (iii) of the Act are prescribed, the time limit on exercise of voting rights in writing (limited to a time on or after the date on which two weeks have passed from the date on which notice was issued pursuant to Article 68, paragraph (1) of the Act that is a time on or before the date and time of the Organizational Meeting);

(c)when the matters listed in Article 67, paragraph (1), item (iv) of the Act are prescribed, the time limit on exercise of voting rights by Electronic or Magnetic Means (limited to a time on or after the date on which two weeks have passed from the date on which notice was issued pursuant to Article 68, paragraph (1) of the Act that is a time on or before the date and time of the Organizational Meeting);

(d)when the treatment under Article 11, paragraph (1), item (ii) is to be prescribed, the content of that treatment; or

(e)where, for a single proposal, a single Shareholder at Incorporation has exercised voting rights multiple times pursuant to the provisions set forth below, in accordance with the categories of cases listed below, and when matters related to the treatment of the exercise of voting rights by the Shareholder at Incorporation are decided when the content of the exercise of voting rights with respect to the same proposal differs (excluding the cases prescribed in the following item), those matters:

1.when the matters listed in Article 67, paragraph (1), item (iii) of the Act are prescribed:Article 75, paragraph (1) of the Act; or

2.when the matters listed in Article 67, paragraph (1), item (iv) of the Act are prescribed:Article 76, paragraph (1) of the Act;

(ii)when the matters listed in Article 67, paragraph (1), item (iii) and item (iv) of the Act are prescribed, the following matters:

(a)when it is arranged that a delivery (including provision by Electronic or Magnetic Means pursuant to the provisions of Article 70, paragraph (2) of the Act in lieu of the delivery) of Voting Forms is to be performed pursuant to the provisions of Article 70, paragraph (1) of the Act (meaning the Voting Form as prescribed in the same paragraph; hereinafter the same applies in this Section) to a Shareholder at Incorporation when a demand has been made by the Shareholder at Incorporation who has given the consent under Article 68, paragraph (3) of the Act, that fact; or

(b)if, for a single proposal, a single Shareholder at Incorporation has exercised voting rights multiple times pursuant to the provisions of Article 75, paragraph (1) or Article 76, paragraph (1) of the Act, and when matters related to the treatment of the exercise of voting rights by the Shareholder at Incorporation are decided when the content of the exercise of voting rights with respect to the same proposal differs, those matters; or

(iii)in cases other than the cases prescribed in item (i), when the following matters are matters of the purpose of the Organizational Meeting, a description of proposals pertaining to those matters:

(a)election of Officers, etc. at Incorporation; or

(b)amendment of articles of incorporation.

(Reference Documents for Organizational Meeting)

Article 10(1)The matters to be stated in the Reference Documents for Organizational Meeting to be delivered pursuant to the provisions of Article 70, paragraph (1) or Article 71, paragraph (1) of the Act are the following:

(i)proposals and reasons for motions;

(ii)when the proposal is one that is related to the election of Directors at Incorporation, the matters provided for in Article 74 regarding the Directors at Incorporation;

(iii)when the proposal is one that is related to the election of Accounting Advisors at Incorporation, the matters provided for in Article 75 regarding the Accounting Advisors at Incorporation;

(iv)when the proposal is one that is related to the election of Company Auditors at Incorporation, the matters provided for in Article 76 regarding the Company Auditors at Incorporation;

(v)when the proposal is one that is related to the election of Financial Auditors at Incorporation, the matters provided for in Article 77 regarding the Financial Auditors at Incorporation;

(vi)when the proposal is one that is related to the dismissal of Officers at Incorporation, the reason for dismissal;

(vii)beyond those listed in the preceding items, matters recognized as being of reference in the exercise of voting rights by Shareholders at Incorporation.

(2)The delivery of the Reference Documents for Organizational Meeting performed by the incorporator who prescribed the matters listed in Article 67, paragraph (1), item (iii) and item (iv) of the Act (including provision by Electronic or Magnetic Means in lieu of the delivery) is delivery of Reference Documents for Organizational Meeting pursuant to Article 70, paragraph (1) and Article 71, paragraph (1) of the Act.

(Voting Forms)

Article 11(1)The matters to be stated on the Voting Forms to be delivered pursuant to the provisions of Article 70, paragraph (1) of the Act, and the matters to be stated on the Voting Forms to be provided by Electronic or Magnetic Means pursuant to the provisions of Article 71, paragraph (3) or paragraph (4) of the Act, are the following:

(i)a field to record support for or opposition to (including abstention, when an abstention field is provided) each proposal (in the cases listed in (a) or (b) below, the items prescribed in (a) or (b) below):

(a)in the case of a proposal related to election of two or more Officers, etc. at Incorporation:the election of respective candidates; or

(b)in the case of a proposal related to the dismissal of two or more Officers, etc. at Incorporation:the dismissal of the respective Officers, etc. at Incorporation;

(ii)when the matters listed in Article 9, item (i) (d) are prescribed, the details of treatment as an indication of intent either to support, oppose, or abstain from each proposal when a Voting Form with nothing recorded in the field under the preceding item is submitted to the incorporator;

(iii)when the matters listed in Article 9, item (i) (e) or item (ii) (b) are prescribed, those matters;

(iv)the time limit on exercise of voting rights; and

(v)the names of Shareholders at Incorporation to exercise voting rights and the number of voting rights capable of being exercised (including the matters prescribed in (a) or (b) below in the cases listed in (a) or (b) below):

(a)when the number of voting rights that can be exercised differs for each proposal:the number of voting rights per proposal; or

(b)when voting rights may not be exercised with regard to some proposals:the proposals for which voting rights may be exercised and the proposals for which voting rights may not be exercised.

(2)When the matters listed in Article 9, item (ii) (a) are prescribed, a incorporator must perform a delivery (including provision by Electronic or Magnetic Means pursuant to the provisions of paragraph (2) of the same Article in lieu of the delivery) of Voting Forms pursuant to Article 70, paragraph (1) of the Act to the shareholder, if a demand has been made by a Shareholder at Incorporation who has given consent under Article 68, paragraph (3) of the Act.

(Relationships That May Allow Substantial Control)

Article 12The Shareholder at Incorporation prescribed by Ordinance of the Ministry of Justice as provided for in Article 72, paragraph (1) of the Act is, when the stock company after formation (including a Subsidiary Company of the stock company) holds one quarter or more of the total voting rights of a Company, etc. that is a Shareholder at Incorporation and will become a shareholder of the stock company after formation (including voting rights that cannot be exercised pursuant to the provisions of Article 308, paragraph (1) of the Act or other equivalent provisions of laws and regulations (including laws and regulations of foreign countries) other than the Act, but excluding voting rights pertaining to shares (including items equivalent thereto) for which a voting right cannot be exercised at a shareholders meeting (including convocations equivalent thereto) for all proposals related to the election of Officers, etc. (excluding financial auditors) and changes to the articles of incorporation (including proposals equivalent thereto)), the Company, etc. that is the Shareholder at Incorporation and will become a shareholder of the stock company after formation (excluding the Shareholder at Incorporation in cases where a party other than the Shareholder at Incorporation cannot exercise a voting right for a proposal (limited to the cases where the proposal is resolved) at the Organizational Meeting).

(Time Limit on the Exercise of Voting Rights in Writing)

Article 13The time prescribed by Ordinance of the Ministry of Justice as provided for in Article 75, paragraph (1) of the Act is the time limit on exercise under Article 9, item (i) (b).

(Time Limit on the Exercise of Voting Rights by Electronic or Magnetic Means)

Article 14The time prescribed by Ordinance of the Ministry of Justice as provided for in Article 76, paragraph (1) of the Act is the time limit on exercise under Article 9, item (i) (c).

(Accountability of Incorporators)

Article 15The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 78 of the Act are the following cases:

(i)where performing an investigation is needed in order to provide an explanation of the matters for which a Shareholder at Incorporation has sought an explanation (excluding the following cases):

(a)where the Shareholder at Incorporation provides notice of the matter to the incorporator at a reasonable period of time prior to the day of the Organizational Meeting; and

(b)where the investigation required in order to explain the matter is extremely simple;

(ii)where explaining the matter for which a Shareholder at Incorporation sought an explanation is to infringe the rights of the stock company after the formation or another person (excluding the Shareholder at Incorporation);

(iii)where a Shareholder at Incorporation repeatedly seeks an explanation regarding substantially the same matter at the Organizational Meeting; and

(iv)beyond the cases listed in the preceding three items, where justifiable grounds exist for not explaining a matter for which a Shareholder at Incorporation has sought an explanation.

(Minutes of Organizational Meeting)

Article 16(1)The preparation of minutes of the Organizational Meeting pursuant to the provisions of Article 81, paragraph (1) of the Act is governed by the provisions of this Article.

(2)Minutes of the Organizational Meeting must be prepared in writing or as Electronic or Magnetic Records (meaning Electronic or Magnetic Records provided for in Article 26, paragraph (2) of the Act; the same applies hereinafter except in Part VII, Chapter IV, Section 2).

(3)Minutes of the Organizational Meeting must have the following matters as content:

(i)the date, time, and place where the Organizational Meeting was held;

(ii)a summary of the progress of the business of the Organizational Meeting and the results thereof;

(iii)the names of the incorporators, Directors at Incorporation, Executive Officers at Incorporation, Accounting Advisors at Incorporation, Company Auditors at Incorporation, and Financial Auditors at Incorporation in attendance at the Organizational Meeting;

(iv)the name of the chairperson of the Organizational Meeting, if any; and

(v)the name of the incorporator performing duties pertaining to preparation of the minutes.

(4)In the cases listed in the following items, the minutes of the Organizational Meeting are to have the matters prescribed in each item as content:

(i)when a resolution is deemed to have been made at the Organizational Meeting pursuant to the provisions of Article 82, paragraph (1) of the Act: the following matters:

(a)the content of the matters about which a resolution is deemed to have been made at the Organizational Meeting;

(b)the name(s) of the person(s) proposing the matter of (a);

(c)the date on which the resolution is deemed to have been made at the Organizational Meeting; and

(d)the name of the incorporator performing duties pertaining to preparation of the minutes; or

(ii)when a report is deemed to have been made to the Organizational Meeting pursuant to the provisions of Article 83 of the Act: the following matters:

(a)the content of the matters about which a report is deemed to have been made to the Organizational Meeting;

(b)the date on which the report is deemed to have been made to the Organizational Meeting;

(c)the name of the incorporator performing duties pertaining to preparation of the minutes.

(Class Organizational Meeting)

Article 17The following provisions apply mutatis mutandis to the matters prescribed in each item:

(i)Article 9:matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 67, paragraph (1), item (v) of the Act as applied mutatis mutandis pursuant to Article 86 of the Act;

(ii)Article 10:Reference Documents for Organizational Meeting for a Class Organizational Meeting;

(iii)Article 11:Voting Forms for a Class Organizational Meeting;

(iv)Article 12:Shareholders at Incorporation prescribed by Ordinance of the Ministry of Justice as provided for in Article 72, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 86 of the Act;

(v)Article 13:the time prescribed by Ordinance of the Ministry of Justice as provided for in Article 75, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 86 of the Act;

(vi)Article 14:the time prescribed by Ordinance of the Ministry of Justice as provided for in Article 76, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 86 of the Act;

(vii)Article 15:the cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 78 of the Act as applied mutatis mutandis pursuant to Article 86 of the Act;

(viii)the preceding Article:preparation of minutes pursuant to the provisions of Article 81, paragraph (1) of the Act as applied mutatis mutandis pursuant to Article 86 of the Act.

(Election of Directors at Incorporation by Cumulative Voting)

Article 18(1)The matters to be prescribed by Ordinance of the Ministry of Justice pursuant to the provisions of Article 89, paragraph (5) of the Act are governed by the provisions of this Article.

(2)If a demand has been made pursuant to the provisions of Article 89, paragraph (1) of the Act, the incorporator (or the chairperson of the Organizational Meeting, if any) must disclose prior to a resolution for the election of Directors at Incorporation at an Organizational Meeting under the same paragraph that Directors at Incorporation will be elected pursuant to the provisions of paragraph (3) through paragraph (5) of the same Article.

(3)In the case of Article 89, paragraph (4) of the Act, when Directors at Incorporation in the number thereof who are to be elected at the Organizational Meeting under paragraph (1) of the same Article cannot be regarded as having been the next in order to be elected as Directors at Incorporation following the person who obtained the largest number of votes due to the fact that two or more persons have obtained the same number of votes, within a scope that does not exceed the number of Directors at Incorporation who are to be elected at the Organizational Meeting, the number that can be deemed as being the next in order to be elected as Directors at Incorporation following the person who obtained the largest number of votes is deemed to have been elected Directors at Incorporation following the person who obtained the largest number of votes.

(4)In the case provided for in the preceding paragraph, the number of Directors at Incorporation obtained by subtracting the number of the persons deemed to have been elected as Directors at Incorporation pursuant to the provisions of the preceding paragraph from the number of Directors at Incorporation to be elected at an Organizational Meeting under Article 89, paragraph (1) of the Act is elected by a resolution at the Organizational Meeting, without complying with the provisions of paragraph (3) and paragraph (4) of the same Article.

Chapter II Shares

Section 1 General Provisions

(Election of Directors and Company Auditors at a General Meeting of Class Shareholders)

Article 19The matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 108, paragraph (2), item (ix) (d) of the Act are the following:

(i)when directors may be elected at a General Meeting of Class Shareholders made up of Class Shareholders of the relevant class of shares, the following matters:

(a)when it is arranged that Outside Directors are to be elected at the General Meeting of Class Shareholders, that fact and the number of Outside Directors who are to be elected;

(b)when it is arranged that some or all of the Outside Directors who are to be elected pursuant to the provisions of (a) are to be elected jointly with other Class Shareholders, the class of the shares held by the other Class Shareholders, and the number of Outside Directors to be elected jointly; or

(c)when there are any conditions that would alter the matters listed in (a) or (b), such conditions, and what the matters listed in (a) or (b) would be after such alterations if such conditions were fulfilled; or

(ii)when company auditors may be elected at a General Meeting of Class Shareholders made up of Class Shareholders of the relevant class of shares, the following matters:

(a)when it is arranged that Outside Company Auditors are to be elected at the General Meeting of Class Shareholders, that fact and the number of Outside Company Auditors who are to be elected;

(b)when it is arranged that some or all of the Outside Company Auditors who are to be elected pursuant to the provisions of (a) are to be elected jointly with other Class Shareholders, the class of the shares held by the relevant other Class Shareholders, and the number of Outside Company Auditors to be elected jointly; or

(Features of Classes of Shares)

Article 20(1)The matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 108, paragraph (3) of the Act are, among the features of the classes of shares whose features are different with regard to the matters prescribed in the following items, the matters other than those listed therein:

(i)dividend of surplus:classes of Dividend Property;

(ii)distribution of residual assets:classes of residual asset;

(iii)matters for which voting rights may be exercised at a shareholders meeting:the matters listed in Article 108, paragraph (2), item (iii) (a) of the Act;

(iv)that the approval of the relevant stock company is required for the acquisition of shares of the relevant class by transfer:the matter listed in Article 107, paragraph (2), item (i) (a) of the Act;

(v)that shareholders may demand that the relevant stock company acquire the relevant classes of shares held by such shareholders: the following matters:

(a)the matters listed in Article 107, paragraph (2), item (ii) (a) of the Act; and

(b)the kind of property to be delivered to shareholders of the relevant classes in exchange for acquisition of one share of the classes;

(vi)that the relevant stock company may acquire the relevant class of shares on the condition of certain grounds arising: the following matters:

(a)a statement to the effect that the stock company will acquire those shares on the day on which certain grounds arise;

(b)the grounds in Article 107, paragraph (2), item (iii) (a) of the Act in the cases prescribed in (b) of the same item;

(c)the matters listed in Article 107, paragraph (2), item (iii) (c) of the Act (excluding matters prescribed in accordance with the number of shares of the class held by the shareholder of the class of shares);

(d)the kind of property to be delivered to shareholders of the classes in exchange for acquisition of one share of the classes.

(vii)that the relevant stock company acquires all of the relevant class of shares by a resolution at a shareholders meeting:the matters listed in Article 108, paragraph (2), item (vii) (a) of the Act;

(viii)among the matters to be resolved at a shareholders meeting (or at a shareholders meeting or board of directors meeting for a Company with Board of Directors, or at a shareholders meeting or board of liquidators meeting for a Company with Board of Liquidators), beyond such resolution, those that require a resolution at the General Meeting of Class Shareholders made up of the Class Shareholders of the relevant class of shares:the matters listed in Article 108, paragraph (2), item (viii) (a) of the Act; and

(ix)that directors or company auditors are to be elected at a General Meeting of Class Shareholders made up of the Class Shareholders of the relevant class of shares:the matters listed in Article 108, paragraph (2), item (ix) (a) and (b) of the Act.

(2)The following matters must not be construed as including the features of the shares in the preceding paragraph:

(i)provisions of the articles of incorporation provided for in Article 164, paragraph (1) of the Act;

(ii)provisions of the articles of incorporation provided for in Article 167, paragraph (3) of the Act;

(iii)provisions of the articles of incorporation provided for in Article 168, paragraph (1) and Article 169, paragraph (2) of the Act;

(iv)provisions of the articles of incorporation provided for in Article 174 of the Act;

(v)provisions of the articles of incorporation provided for in Article 189, paragraph (2) and Article 194, paragraph (1) of the Act; or

(vi)provisions of the articles of incorporation provided for in Article 199, paragraph (4) and Article 238, paragraph (4) of the Act.

(Directors to Be Liable for the Giving of Benefits)

Article 21Those persons prescribed by Ordinance of the Ministry of Justice as provided for in Article 120, paragraph (4) of the Act are the following persons:

(i)directors and executive officers performing duties related to the Giving of Benefits (meaning the giving of benefits as provided for in Article 120, paragraph (1) of the Act; hereinafter the same applies in this Article);

(ii)when the Giving of Benefits is performed pursuant to a resolution at the board of directors, the following persons:

(a)directors who approved the resolution at the board of directors; and

(b)directors and executive officers who submitted a proposal related to the Giving of Benefits to the board of directors;

(iii)when the Giving of Benefits is performed pursuant to a resolution at a shareholders meeting, the following persons:

(a)directors who submitted a proposal at the shareholders meeting related to the Giving of Benefits;

(b)directors who agreed to adoption of the proposal under (a) (excluding directors of a Company with Board of Directors);

(c)when the proposal submission under (a) is made pursuant to a resolution at the board of directors, the directors who approved the resolution at the board of directors; and

(d)directors and executive officers who provided an explanation at the relevant shareholders meeting regarding matters related to the Giving of Benefits.

Section 2 Transfer of Shares

(Demand for the Entry of Matters to Be Stated in the Shareholder Register)

Article 22(1)The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 133, paragraph (2) of the Act are the following cases:

(i)if an Acquirer of Shares has obtained a final and binding judgment against a person who is stated or recorded in the shareholder register as a shareholder or a general successor thereof, and where the judgment orders that a demand be made pursuant to the provisions of Article 133, paragraph (1) of the Act pertaining to the shares acquired by the Acquirer of Shares, and the demand is made by providing documents or other materials certifying the content of the final and binding judgment;

(ii)when the Acquirer of Shares makes a demand by providing documents or other materials certifying content having the same effect as the final and binding judgment under the preceding item;

(iii)when an Acquirer of Shares is a Designated Purchaser, and a demand is made by providing documents or other materials certifying that the entirety of the sale price has been paid to the Requester for Approval of Transfer;

(iv)when an Acquirer of Shares is a person who has acquired shares of the relevant stock company by general succession, and a demand is made by providing documents or other materials certifying the general succession;

(v)when an Acquirer of Shares is a person who has acquired shares of the relevant stock company by auction, and a demand is made by providing documents or other materials certifying that the acquisition is done by the auction;

(vi)when the Acquirer of Shares is a Company that acquired the all of the Issued Shares of the relevant stock company by Share Exchange (including Share Exchange on Entity Conversion), and the Acquirer of Shares makes the demand;

(vii)when the Acquirer of Shares is a stock company that acquired the all of the Issued Shares of the relevant stock company by Share Transfer (including Share Transfer on Entity Conversion), and the Acquirer of Shares makes the demand;

(viii)when the Acquirer of Shares is a person who has acquired shares under Article 197, paragraph (1) of the Act, and a demand is made by providing documents or other materials certifying that the entirety of the price pertaining to the sale has been paid pursuant to the provisions of paragraph (2) of the same Article;

(ix)when the Acquirer of Shares is a Registrant of Lost Share Certificate, and the demand is made on or after the day on which one year has elapsed from the day following the Date of Registration of Lost Share Certificate by the Acquirer of Shares (excluding where the Registration of Lost Share Certificate has been cancelled prior to the date); and

(x)when the Acquirer of Shares is a person who has acquired shares pertaining to a sale pursuant to the provisions of Article 234, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act), and a demand is made by providing documents or other materials certifying that the entirety of the price pertaining to the sale has been paid.

(2)Notwithstanding the provisions of the preceding paragraph, when a stock company is a Share Certificate-Issuing Company, the cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 133, paragraph (2) of the Act are the following cases:

(i)where a demand is made by the Acquirer of Shares presenting the share certificates;

(ii)when the Acquirer of Shares is a Company that acquired the all of the Issued Shares of the stock company by Share Exchange (including Share Exchange on Entity Conversion), and the Acquirer of Shares makes the demand;

(iii)when the Acquirer of Shares is a stock company that acquired the all of the Issued Shares of the stock company by Share Transfer (including Share Transfer on Entity Conversion), and the Acquirer of Shares makes the demand;

(iv)when an Acquirer of Shares is a person who has acquired shares under Article 197, paragraph (1) of the Act, and a demand is made by providing documents or other materials certifying that the entirety of the price pertaining to the auction pursuant to the provisions of the same paragraph or the sale pertaining to the provisions of paragraph (2) of the same Article has been paid; and

(v)when an Acquirer of Shares is a person who has acquired shares pertaining to auction pursuant to the provisions of Article 234, paragraph (1) or Article 235, paragraph (1) of the Act, or a sale pursuant to the provisions of Article 234, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act), and a demand is made by providing documents or other materials certifying that the entirety of the price pertaining to the auction or the sale has been paid.

(Acquisition of the Parent Company's Shares by a Subsidiary Company)

Article 23The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 135, paragraph (2), item (v) of the Act are the following cases:

(i)where a Subsidiary Company is allotted the Parent Company's Shares on the occasion of an Absorption-Type Company Split (including acts equivalent to Absorption-Type Company Splits pursuant to applicable laws and regulations other than the Act (including the laws and regulations of a foreign country; hereinafter the same applies in this Article));

(ii)where a Subsidiary Company is allotted the Parent Company's Shares in exchange for treasury shares it holds (including equity interest and other equivalent interests; hereinafter the same applies in this Article), on the occasion of a Share Exchange (including acts equivalent to share exchanges pursuant to the laws and regulations other than the Act);

(iii)where a Subsidiary Company is allotted the Parent Company's Shares in exchange for treasury shares it holds, on the occasion of a Share Transfer (including acts equivalent to share transfers pursuant to the laws and regulations other than the Act);

(iv)where a Subsidiary Company acquires the Parent Company's Shares without contribution;

(v)where the Parent Company's Shares are delivered to the Subsidiary Company by another Corporation, etc. that holds shares in the Parent Company, through a distribution of dividends of surplus or residual assets (including equivalent acts) performed by the relevant other Corporation, etc. with respect to the shares of the relevant other Corporation, etc.;

(vi)where the Parent Company's Shares are delivered to the Subsidiary Company in exchange for the shares of another Corporation, etc. that holds shares in the Parent Company, on the occasion of the following acts by the relevant other Corporation, etc. with respect to the shares of the relevant other Corporation, :

(a)entity conversion;

(b)merger;

(c)Share Exchange (including acts equivalent to Share Exchanges pursuant to the laws and regulations other than the Act);

(d)Share Transfer (including acts equivalent to Share Transfers pursuant to the laws and regulations other than the Act);

(e)acquisition of Shares Subject to Call (including equivalent shares);

(f)acquisition of a Share Subject to Class-Wide Call (including equivalent shares).

(vii)when, based on the provisions of the Share Options, etc. of another Corporation, etc. that holds shares in the Parent Company, the Parent Company's Shares are to be delivered to the Subsidiary Company by the relevant other Corporation, etc., in exchange for the relevant other Corporation, etc. acquiring Share Options, etc. in the relevant other Corporation, and the Parent Company's Shares have been delivered to the Subsidiary Company;

(viii)when, in order for a Subsidiary Company under Article 135, paragraph (1) of the Act (excluding a Company) to deliver its Parent Company's Shares as consideration on the occasion of the following acts, the Parent Company's Shares are acquired in a range not exceeding the total number of the Parent Company's Shares to be delivered as the consideration:

(a)entity conversion;

(b)merger;

(c)succession to all or part of the rights and obligations that any other Corporation, etc. holds in relation to the business due to acts equivalent to an Absorption-Type Company Split pursuant to laws and regulations other than the Act;

(d)acquisition of all of the shares issued by any other Corporation, etc. due to acts equivalent to Share Exchange pursuant to laws and regulations other than the Act;

(ix)when the entirety of the business of any other Corporation, etc. (excluding Companies and Foreign Companies) is assigned, and Parent Company's Shares held by the relevant other Corporation, etc. are assigned;

(x)a case of succeeding to Parent Company's Shares from a Corporation, etc. to be consolidated after merger (excluding a Company);

(xi)a case of succeeding to Parent Company's Shares from any other Corporation, etc. (excluding a Company) due to acts equivalent to an Absorption-Type Company Split or an Incorporation-Type Company Split;

(xii)a case where Parent Company's Shares are assigned from another Subsidiary Company of a stock company issuing the Parent Company's Shares (limited to a Company to Which Consolidated Dividend Regulations Apply); and

(xiii)a case where acquiring Parent Company's Shares is necessary and indispensable in order for it to achieve the purpose in exercising those rights (excluding the cases listed in the preceding items).

(Request for Approval by Acquirers of Shares)

Article 24(1)The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 137, paragraph (2) of the Act are the following cases:

(i)if an Acquirer of Shares has obtained a final and binding judgment against a person who is stated or recorded in the shareholder register as a shareholder or a general successor thereof, and the judgment orders that a demand be made pursuant to the provisions of Article 137, paragraph (1) of the Act pertaining to the shares acquired by the Acquirer of Shares, when the demand is made by providing documents or other materials certifying the content of the final and binding judgment;

(ii)when the Acquirer of Shares makes a demand by providing documents or other materials certifying content having the same effect as the final and binding judgment under the preceding item;

(iii)when an Acquirer of Shares is a person who has acquired shares of the relevant stock company by auction, and a demand is made by providing documents or other materials certifying that the acquisition is done by the auction;

(iv)when the Acquirer of Shares is a Company that acquired the all of the shares of the relevant stock company by Share Exchange on Entity Conversion, and the Acquirer of Shares makes the demand;

(v)when the Acquirer of Shares is a stock company that acquired the all of the Issued Shares of the relevant stock company by Share Transfer (including Share Transfer on Entity Conversion), and the Acquirer of Shares makes the demand;

(vi)when the Acquirer of Shares is a person who has acquired shares under Article 197, paragraph (1) of the Act, and a demand is made by providing documents or other materials certifying that the entirety of the price pertaining to the sale has been paid pursuant to the provisions of paragraph (2) of the same Article;

(vii)when the Acquirer of Shares is a Registrant of Lost Share Certificate, and the demand is made on or after the day on which one year has elapsed from the day following the Date of Registration of Lost Share Certificate by the Acquirer of Shares (excluding where the Registration of Lost Share Certificate has been cancelled prior to the date); and

(viii)when the Acquirer of Shares is a person who has acquired shares pertaining to a sale pursuant to the provisions of Article 234, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act), and a demand is made by providing documents or other materials certifying that the entirety of the price pertaining to the sale has been paid.

(2)Notwithstanding the provisions of the preceding paragraph, when a stock company is a Share Certificate-Issuing Company, the cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 137, paragraph (2) of the Act are the following cases:

(i)where a demand is made by the Acquirer of Shares presenting the share certificates;

(ii)when the Acquirer of Shares is a Company that acquired the all of the shares of the relevant stock company by Share Exchange on Entity Conversion, and the Acquirer of Shares makes the demand;

(iii)when the Acquirer of Shares is a stock company that acquired the all of the Issued Shares of the relevant stock company by Share Transfer (including Share Transfer on Entity Conversion), and the Acquirer of Shares makes the demand;

(iv)when an Acquirer of Shares is a person who has acquired shares of Article 197, paragraph (1) of the Act, and a demand is made by providing documents or other materials certifying that the entirety of the price pertaining to the auction pursuant to the provisions of the same paragraph or the sale pertaining to the provisions of paragraph (2) of the same Article has been paid; and

(Amount of Net Assets Per Share)

Article 25(1)The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 141, paragraph (2) of the Act is the method of treating as the amount of net assets per share of the shares an amount obtained by multiplying the amount obtained by dividing the Reference Net Asset Amount by the Minimum Number of Shares by the Share Coefficient for the shares for which the Amount of Net Assets Per Share is to be calculated.

(2)Regarding the application of the provisions of the preceding paragraph when the relevant stock company is a Liquidating Stock Company on the Calculation Reference Date, the term "Reference Net Assets Amount" in the same paragraph is deemed to be replaced with "an amount obtained by subtracting the amount recorded in the section on liabilities from the amount recorded in the section on assets on a balance sheet prepared pursuant to the provisions of Article 492, paragraph (1) of the Act (if less than zero, then zero)."

(3)The term "Reference Net Assets Amount" provided for in paragraph (1) means an amount obtained by subtracting the amount listed in item (vii) from the total amount of the amounts listed in item (i) through item (vi) (if less than zero, then zero) on the Calculation Reference Date:

(i)amount of stated capital;

(ii)amount of capital reserves;

(iii)amount of retained earnings reserves;

(iv)amount of surplus provided for in Article 446 of the Act;

(v)the amount of valuation and conversion differences, etc. on the last day of the Most Recent Business Year (in the case provided for in Article 461, paragraph (2), item (ii) of the Act, the period under Article 441, paragraph (1), item (ii) of the Act (when two or more of the periods exist, the period with the latest last day)) (when there is no Most Recent Business Year, the day of formation of the stock company);

(vi)book value of Share Options;

(vii)total book value of Treasury Shares and Treasury Share Options.

(4)The term "Minimum Number of Shares" provided for in paragraph (1) means the number as prescribed in the following items, in accordance with the categories of cases listed therein:

(i)when the Company is not a Company with Class Shares:the total number of Issued Shares (excluding Treasury Shares);

(ii)when the Company is a Company with Class Shares:the total number obtained by multiplying the number in each class of shares (excluding Treasury Shares) issued by the stock company by the Share Coefficient pertaining to the class of shares.

(5)The term "Share Coefficient" provided in paragraph (1) and item (ii) of the preceding paragraph means one (for a Company with Class Shares, where a number other than one is prescribed in order for one share of a certain class to be treated as a number of shares differing from one in relation to the application of paragraph (1) and the preceding paragraph with regard to the class of shares in the articles of incorporation, the number).

(6)The term "Calculation Reference Date" provided for in paragraph (2) and paragraph (3) means the date prescribed in the following items in the case where the Amount of Net Assets Per Share provided for in the provisions listed in each of those items is calculated:

(i)Article 141, paragraph (2) of the Act:the date of notice pursuant to the provisions of paragraph (1) of the same Article;

(ii)Article 142, paragraph (2) of the Act:the date of notice pursuant to the provisions of paragraph (1) of the same Article;

(iii)Article 144, paragraph (5) of the Act:the date of notice pursuant to the provisions of Article 141, paragraph (1) of the Act;

(iv)Article 144, paragraph (5) of the Act, as applied mutatis mutandis pursuant to paragraph (7) of the same Article:the date of notice pursuant to the provisions of Article 142, paragraph (1) of the Act;

(v)Article 167, paragraph (3), item (ii) of the Act:the date of demand pursuant to the provisions of the main clause of Article 166, paragraph (1) of the Act;

(vi)Article 193, paragraph (5) of the Act:the date of demand pursuant to the provisions of Article 192, paragraph (1) of the Act;

(vii)Article 193, paragraph (5) of the Act, as applied mutatis mutandis pursuant to Article 194, paragraph (4) of the Act:the date of Demand to Be Sold Less than One Unit of Shares;

(viii)Article 283, item (ii) of the Act:the date of exercise of Share Option;

(ix)Article 796, paragraph (3), item (i) (a) of the Act:the date on which the absorption-type merger agreement, the absorption-type company split agreement, or the share exchange agreement was concluded (in a case where a differing time is specified by the agreement for the date of concluding the agreement (limited to the time from the date the agreement is concluded until immediately before the time the Absorption-Type Merger, Absorption-Type Company Split, or Share Exchange takes effect), the time);

(x)Article 33, item (ii):the date of demand pursuant to the provisions of the main clause of Article 166, paragraph (1) of the Act.

(Where Approval Is Deemed to Be Given)

Article 26The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 145, item (iii) of the Act are the following cases:

(i)when a stock company gives notice pursuant to the provisions of Article 141, paragraph (1) of the Act within 40 days from the date of notification pursuant to the provisions of Article 139, paragraph (2) of the Act (when a shorter period that falls below this is prescribed in the articles of incorporation, that period of time), and the document under paragraph (2) of the same Article is not delivered to the Requester for Approval of Transfer within the period of time (excluding where a Designated Purchaser gives notice pursuant to the provisions of Article 142, paragraph (1) of the Act within ten days from the date of notice pursuant to the provisions of Article 139, paragraph (2) of the Act (where a shorter period that falls below this prescribed by the articles of incorporation, that period of time));

(ii)when a Designated Purchaser gives notice pursuant to the provisions of Article 142, paragraph (1) of the Act within ten days from the date of notice pursuant to the provisions of Article 139, paragraph (2) of the Act (where a shorter period that falls below this is prescribed in the articles of incorporation, that period of time), and the document under paragraph (2) of the same Article is not delivered to the Requester for Approval of Transfer within the period of time; and

(iii)where the Requester for Approval of Transfer cancels the contract for the sale and purchase of Subject Shares between the Requester and the stock company or the Designated Purchaser.

Section 3 Acquisition of Treasury Shares by a Stock Company

(Where Treasury Shares Can Be Acquired)

Article 27The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 155, item (xiii) of the Act are the following cases:

(i)where shares of the relevant stock company are obtained without contribution;

(ii)where the relevant stock company's shares are delivered thereto by another Corporation, etc. in which the stock company holds shares (including equity interest and others equivalent thereto; hereinafter the same applies in this Article), through a distribution of dividends of surplus or residual assets (including equivalent acts) with respect to the shares of the relevant other Corporation, etc.;

(iii)where the relevant stock company's shares are delivered thereto by another Corporation, etc. in which the stock company holds shares, in exchange for the shares of the relevant other Corporation, etc., on the occasion of the following acts by the relevant other Corporation, etc. with respect to the shares thereof:

(a)entity conversion;

(b)merger;

(c)Share Exchange (including acts equivalent to Share Exchanges pursuant to laws and regulations other than the Act (including the laws and regulations of a foreign country));

(d)acquisition of Shares Subject to Call (including equivalent shares);

(e)acquisition of a Share Subject to Class-Wide Call (including equivalent shares);

(iv)when, based on the provisions of the Share Options, etc. of another Corporation, etc. in which the relevant stock company holds Share Options, etc., the stock company's shares are to be delivered by the relevant other Corporation, etc., in exchange for the relevant other Corporation, etc. acquiring its own Share Options, etc., and the stock company's shares have been delivered;

(v)where the relevant stock company acquires shares of itself response to a share purchase demand provided for in the provisions of Article 116, paragraph (5), Article 469, paragraph (5), Article 785, paragraph (5), Article 797, paragraph (5), or Article 806, paragraph (5) of the Act (including the cases where these provisions are applied mutatis mutandis pursuant to other laws and regulations with regard to stock companies);

(vi)where the relevant stock company succeeds to shares of itself from a Corporation, etc. that is to be consolidated in a merger (excluding a Company);

(vii)if the relevant stock company has been assigned the entirety of the business undertakings of any other Corporation, etc. (excluding Companies and Foreign Companies), and shares of the stock company that were held by the relevant other Corporation, etc. are assigned; and

(viii)where it is necessary and indispensable for the relevant stock company to acquire shares of itself in order for it to achieve its purpose through the exercise of the rights attached thereto (excluding the cases listed in the preceding items).

(Notification Times When Acquiring Treasury Shares from Specific Shareholders)

Article 28The time prescribed by Ordinance of the Ministry of Justice as provided for in Article 160, paragraph (2) of the Act is two weeks before the date of the shareholders meeting provided for in Article 156, paragraph (1) of the Act; provided, however, that in the cases listed in the following items, the time is the time prescribed in each item:

(i)where the time to dispatch notice pursuant to the provisions of Article 299, paragraph (1) of the Act is a period of time shorter than two weeks from the date of the shareholders meeting (limited to periods of time of at least one week):the time to dispatch the notice;

(ii)where the time to dispatch notice pursuant to the provisions of Article 299, paragraph (1) of the Act is a period of time shorter than one week from the date of the shareholders meeting:one week before the date of the shareholders meeting;

(iii)where the shareholders meeting is held without following the procedure of calling pursuant to the provisions of Article 300 of the Act:one week before the date of the shareholders meeting.

(Time for Requesting Addition of Proposals)

Article 29The time prescribed by Ordinance of the Ministry of Justice as provided for in Article 160, paragraph (3) of the Act is five days before the date of the shareholders meeting of Article 156, paragraph (1) of the Act (in a case where the articles of incorporation prescribe a shorter period of time, that period of time); provided, however, that in the cases listed in the items of the preceding Article, the time is three days before (in a case where the articles of incorporation prescribe a shorter period of time, that period of time).

(Acquisition of Treasury Shares for Consideration of a Value Not Exceeding Market Price)

Article 30The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 161 of the Act is the method of treating whichever is larger between the following amounts as the price of the shares prescribed in the same Article:

(i)the closing price in the market on which the relevant shares are traded on the day prior to the date of resolution under Article 156, paragraph (1) of the Act (in cases where there is no sales transaction on the date, or in cases where the date falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(ii)when the relevant shares are the target of a Tender Offer, etc. on the day prior to the date of resolution under Article 156, paragraph (1) of the Act, the price of the shares in the contract pertaining to the Tender Offer, etc. on the date.

(Where a Fraction Occurs in the Number of Shares Due to Exercise of Shares with Put Option)

Article 31The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 167, paragraph (3), item (i) of the Act is the method of treating whichever is larger between the following amounts as the price of the shares prescribed in the same item:

(i)the closing price in the market on which the relevant shares are traded on the date of the demand pursuant to the provisions of Article 166, paragraph (1) of the Act (hereinafter referred to as "Date of the Demand" in this Article) (when there is no sales transaction on the Date of the Demand, or where the Date of the Demand falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(ii)when the shares are the target of a Tender Offer, etc. on the Date of the Demand, the price of the relevant shares in the contract pertaining to the Tender Offer, etc. on the Date of the Demand.

(Where a Fraction Occurs in Bonds, etc. with a Market Price Due to Exercise of Shares with Put Option)

Article 32The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 167, paragraph (3), item (i) of the Act, as applied mutatis mutandis pursuant to paragraph (4) of the same Article is the method of treating the price prescribed in each of the following items as the price of the relevant assets, in accordance with the categories of assets listed therein:

(i)Bonds (excluding Bonds with Share Options; hereinafter the same applies in this item):the closing price in the market on which the Bonds are traded on the date of the demand pursuant to the provisions of Article 166, paragraph (1) of the Act (hereinafter referred to as "Date of the Demand" in this Article) (if there is no sales transaction on the Date of the Demand, or if the Date of the Demand falls on a holiday for the relevant market, the execution price of the first sales transaction after that point);

(ii)Share Options (when the Share Options are attached to Bonds with Share Options, the Bonds with Share Options; hereinafter the same applies in this item): the amount whichever larger between the following amounts:

(a)the closing price in the market on which the Share Options are traded on the Date of the Demand (if there is no sales transaction on the Date of the Demand, or if the Date of the Demand falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(b)when the Share Options are the target of a Tender Offer, etc. on the Date of the Demand, the price of the Share Options in the contract pertaining to the Tender Offer, etc. on the Date of the Demand.

(Where a Fraction Occurs in Bonds, etc. with No Market Price Due to Exercise of Shares with Put Option)

Article 33The amounts prescribed by Ordinance of the Ministry of Justice as provided for in Article 167, paragraph (3), item (ii) of the Act, as applied mutatis mutandis pursuant to paragraph (4) of the same Article are the amounts prescribed in each of the following items, in accordance with the categories of cases listed therein:

(i)where a fraction is present in respect to a Bond:the amount of the Bond;

(ii)where a fraction is present with regard to a Share Option:the value to be indicated in the accounting books in regard to the Share Option (when the value cannot be calculated, an amount obtained by subtracting the value of property contributed at the exercise of the Share Option from the total Amount of Net Assets Per Share for each share which is an objective of the Share Option (if less than zero, then zero)).

Section 4 Share Unit Number

(Share Unit Number)

Article 34The number prescribed by Ordinance of the Ministry of Justice as provided for in Article 188, paragraph (2) of the Act is a number corresponding to 1,000 and 0.5 percent of the total number of Issued Shares.

(Rights on Shares of Less than One Unit)

Article 35(1)The rights prescribed by Ordinance of the Ministry of Justice as provided for in Article 189, paragraph (2), item (vi) of the Act are the following:

(i)the right to make the requests listed in the items of Article 31, paragraph (2) of the Act;

(ii)the right to demand the delivery of documents that contain the Matters to Be Stated in the Shareholder Register pursuant to the provisions of Article 122, paragraph (1) of the Act (in the cases prescribed in Article 154-2, paragraph (3) of the Act, including the fact that shares held by the relevant shareholder are included in Trust Property) or the provision of Electronic or Magnetic Records in which the Matters to Be Stated in the Shareholder Register are recorded;

(iii)the right to make the requests listed in the items of Article 125, paragraph (2) of the Act;

(iv)the right to make the request pursuant to the provisions of Article 133, paragraph (1) of the Act (limited to a request in the case of acquisition on the following grounds):

(a)inheritance or other general succession;

(b)succession to the rights and obligations that another Company holds in relation to business undertakings, through an Absorption-Type Company Split or an Incorporation-Type Company Split;

(c)acquisition of all of the Issued Shares of another stock company in a Share Exchange or Share Transfer;

(d)a sale pursuant to the provisions of Article 197, paragraph (2) of the Act;

(e)a sale pursuant to the provisions of Article 234, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act);

(f)auction;

(v)the right to make the request pursuant to the provisions of Article 137, paragraph (1) of the Act (limited to a request in the case of acquisition on the grounds listed in (a) through (f) in the preceding item);

(vi)the right to be delivered Monies, etc. as a result of the following acts by a stock company:

(a)consolidation of shares;

(b)splitting of shares;

(c)Allotment of Share Options without Contribution;

(d)dividends of surplus;

(e)Entity Conversion; and

(vii)the right of persons prescribed in the following items to be delivered Monies, etc. as a result of the following acts by a stock company:

(a)Absorption-Type Merger (including merger with a party other than the Company, limited to the case where the stock company disappears as a result of the merger):the entity surviving the Absorption-Type Merger;

(b)Consolidation-Type Merger (including merger with a party other than the Company):the entity incorporated in the Consolidation-Type Merger;

(c)Share Exchange:the Wholly Owning Parent Company Resulting from the Share Exchange;

(d)Share Transfer:the Wholly Owning Parent Company Incorporated in the Share Transfer.

(2)Notwithstanding the provisions of the preceding paragraph, when a stock company is a Share Certificate-Issuing Company, the rights prescribed by Ordinance of the Ministry of Justice as provided for in Article 189, paragraph (2), item (vi) of the Act are the following:

(i)the rights listed in item (i), item (iii), item (vi), and item (vii) of the preceding paragraph;

(ii)the right to make the requests under the provisions of Article 133, paragraph (1) of the Act;

(iii)the right to make the requests under the provisions of Article 137, paragraph (1) of the Act;

(iv)the right to demand issuance of share certificates pursuant to the provisions of Article 215, paragraph (4) and Article 217, paragraph (6) of the Act in cases other than cases where the articles of incorporation contain the provisions under Article 189, paragraph (3) of the Act; and

(v)the right to make an offer not to possess share certificates pursuant to the provisions of Article 217, paragraph (1) of the Act in cases other than the cases prescribed in the articles of incorporation under Article 189, paragraph (3) of the Act.

(Purchase Price of Shares of Less than One Unit with Market Price)

Article 36The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 193, paragraph (1), item (i) of the Act is the method of treating whichever is larger between the following amounts as the price of the shares prescribed in the same item:

(i)the closing price in the market on which the relevant shares are traded on the date of the demand pursuant to the provisions of Article 192, paragraph (1) of the Act (hereinafter referred to as "Date of the Demand" in this Article) (if there is no sales transaction on the Date of the Demand, or if the Date of the Demand falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(ii)when the shares are the target of a Tender Offer, etc. on the Date of the Demand, the price of the relevant shares in the contract pertaining to the Tender Offer, etc. on the Date of the Demand.

(Sale Price of Shares of Less than One Unit with Market Price)

Article 37The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 193, paragraph (1), item (i) of the Act, as applied mutatis mutandis pursuant to Article 194, paragraph (4) of the Act is the method of treating whichever is larger between the following amounts as the price of the shares pertaining to the Demand to Be Sold Less than One Unit of Shares:

(i)the closing price in the market on which the relevant shares are traded on the date of the Demand to Be Sold Less than One Unit of Shares (hereinafter referred to as "Date of the Demand" in this Article) (if there is no sales transaction on the Date of the Demand, or if the Date of the Demand falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(ii)when the shares are the target of a Tender Offer, etc. on the Date of the Demand, the price of the shares in the contract pertaining to the Tender Offer, etc. on the Date of the Demand.

Section 5 Omission of Notices to Shareholders

(Sale Price of Shares with Market Price)

Article 38The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 197, paragraph (2) of the Act is the method of treating the amount provided for in each of the following items as the price of the shares prescribed in the same paragraph, in accordance with the categories of cases listed therein:

(i)where the shares are sold through transactions in a market:the price at sale by the transactions; or

(ii)in cases other than the case listed in the preceding item: the amount whichever larger between the following amounts:

(a)the closing price in the market on which the shares are traded on the date of the sale pursuant to the provisions of Article 197, paragraph (2) of the Act (hereinafter referred to as "Date of the Sale" in this Article) (if there is no sales transaction on the Date of the Sale, or if the Date of the Sale falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(b)when the shares are the target of a Tender Offer, etc. on the Date of the Sale, the price of the shares in the contract pertaining to the Tender Offer, etc. on the Date of the Sale.

(Matters for Public Notice)

Article 39The matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 198, paragraph (1) of the Act are the following:

(i)a statement to the effect that shares under Article 197, paragraph (1) of the Act (hereinafter referred to as "Shares Subject to Auction" in this Article) are being auctioned or sold;

(ii)the name and address of the person stated or recorded in the shareholder register as a shareholder of the Shares Subject to Auction;

(iii)the number of Shares Subject to Auction (for a Company with Class Shares, the classes of Shares Subject to Auction and the number per class); and

(iv)when share certificates are issued for Shares Subject to Auction, the serial number of the share certificates.

Section 6 Issuance of Shares for Subscription

(Where Notice of Subscription Requirements Is Not Required)

Article 40The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 201, paragraph (5) of the Act are cases where a stock company reports or submits the following documents (limited to documents having as content matters equivalent to the subscription requirements provided for in the same paragraph) pursuant to the provisions of the Financial Instruments and Exchange Act (including cases where the matters to be stated in the documents are provided by Electronic or Magnetic Means pursuant to the provisions of the Financial Instruments and Exchange Act) by two weeks prior to the date provided for in paragraph (3) of the same Article of the Act, and are the times at which the Prime Minister provides the documents for public inspection continuously from the day of two weeks before the date to the date pursuant to the provisions of the Financial Instruments and Exchange Act:

(i)the statement under Article 5, paragraph (1) of the Financial Instruments and Exchange Act in cases where the notification under Article 4, paragraph (1) through paragraph (3) of the same Act is to be made (including an amendment);

(ii)the shelf registration statement provided for in Article 23-3, paragraph (1) of the Financial Instruments and Exchange Act and the shelf registration supplements provided for in Article 23-8, paragraph (1) of the same Act (including amendment shelf registration statements);

(iii)securities reports provided for in Article 24, paragraph (1) of the Financial Instruments and Exchange Act (including amendment reports);

(iv)quarterly reports provided for in Article 24-4-7, paragraph (1) of the Financial Instruments and Exchange Act (including amendment reports);

(v)semiannual reports provided for in Article 24-5, paragraph (1) of the Financial Instruments and Exchange Act (including amendment reports); and

(vi)extraordinary reports provided for in Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act (including amendment reports).

(Matters to Be Notified to Persons Who Wish to Make an Offer)

Article 41The matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 203, paragraph (1), item (iv) of the Act are the following:

(i)the Total Number of Authorized Shares (for a Company with Class Shares, including the Total Number of Authorized Shares in a Class for each class of shares);

(ii)when a stock company (excluding Companies with Class Shares) prescribes the matters listed in the items of Article 107, paragraph (1) of the Act as the features of shares issued by the stock company, the features of the shares;

(iii)when a stock company (limited to a Company with Class Shares) is required to issue shares of differing features for the matters listed in the items of Article 108, paragraph (1) of the Act, the features of each class of shares (when the articles of incorporation contain provisions with respect to a class of shares under paragraph (3) of the same Article, and the stock company does not prescribe the features of the class of shares based on the provisions of the articles of incorporation, an outline of the features of the class of shares);

(iv)when the articles of incorporation contain provisions regarding Share Unit Numbers, those Share Unit Numbers (for a Company with Class Shares, the Share Unit Number for each class of shares);

(v)when the following provisions are present in the articles of incorporation, those provisions:

(a)provisions of the articles of incorporation provided for in Article 139, paragraph (1), Article 140, paragraph (5), or Article 145, item (i) or item (ii) of the Act;

(b)provisions of the articles of incorporation provided for in Article 164, paragraph (1) of the Act;

(c)provisions of the articles of incorporation provided for in Article 167, paragraph (3) of the Act;

(d)provisions of the articles of incorporation provided for in Article 168, paragraph (1) and Article 169, paragraph (2) of the Act;

(e)provisions of the articles of incorporation provided for in Article 174 of the Act;

(f)provisions of the articles of incorporation provided for in Article 347 of the Act; and

(g)provisions of the articles of incorporation provided for in Article 26, item (i) and item (ii) of the Act.

(vi)when the articles of incorporation contain provisions to the effect that a Shareholder Register Administrator is to be appointed, the name, address, and business office of that Administrator; and

(vii)matters provided for in the articles of incorporation (excluding the matters listed in Article 203, paragraph (1), item (i) through item (iii) of the Act and in the preceding items) of which persons who wish to make an offer to the stock company to subscribe for Shares for Subscription request notice to the relevant persons.

(Where Persons Who Wish to Make an Offer Need Not Be Notified)

Article 42The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 203, paragraph (4) of the Act are the following cases, in which the stock company provides the matters listed in each item of the same paragraph to persons who wish to make the offer under paragraph (1) of the same Article:

(i)where the stock company provides matters to be stated in the prospectus pursuant to the provisions of the Financial Instruments and Exchange Act by Electronic or Magnetic Means; and

(ii)where the stock company provides a prospectus or other equivalent document or other material pursuant to the laws and regulations of a foreign country.

(Securities with a Market Price Not Requiring an Investigation by the Inspector)

Article 43The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 207, paragraph (9), item (iii) of the Act is the method of treating whichever is larger between the following amounts as the price of Securities prescribed in the same item:

(i)the closing price in the market on which the Securities are traded on the date for determining the value in Article 199, paragraph (1), item (iii) of the Act (hereinafter referred to as "Date of Value Determination" in this Article) (in cases where there is no sales transaction on the Date of Value Determination, or in cases where the Date of Value Determination falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(ii)when the Securities are the target of a Tender Offer, etc. on the Date of Value Determination, the price of the Securities in the contract pertaining to the Tender Offer, etc. on the Date of Value Determination.

(Directors to Be Liable in Case of a Shortfall in the Value of Property Contributed)

Article 44The persons prescribed by Ordinance of the Ministry of Justice as provided for in Article 213, paragraph (1), item (i) of the Act are the following:

(i)directors and executive officers performing duties related to the determination of value of Properties Contributed in Kind (meaning Properties Contributed in Kind as prescribed in Article 207, paragraph (1) of the Act; hereinafter the same applies from this Article through Article 46);

(ii)when the shareholders meeting has passed a resolution regarding determination of the value of Properties Contributed in Kind, the directors and executive officers who delivered explanations regarding matters related to the value of the Properties Contributed in Kind at the shareholders meeting; or

(iii)when the board of directors has passed a resolution regarding determination of the value of Properties Contributed in Kind, the directors who approved the resolution at the board of directors.

Article 45The persons prescribed by Ordinance of the Ministry of Justice as provided for in Article 213, paragraph (1), item (ii) of the Act are the following:

(i)directors who submitted a proposal related to determination of the value of Properties Contributed in Kind at a shareholders meeting;

(ii)directors who consent to adoption of the proposal submission under the preceding item (excluding directors of a Company with Board of Directors); and

(iii)when the proposal submission under item (i) is made pursuant to a resolution at the board of directors, the directors who approved the resolution at the board of directors.

Article 46The persons prescribed by Ordinance of the Ministry of Justice as provided for in Article 213, paragraph (1), item (iii) of the Act are directors and executive officers who submitted a proposal regarding the determination of the value of Properties Contributed in Kind to the board of directors.

Section 7 Share Certificates

(Request for Registration of Lost Share Certificate)

Article 47(1)Any request pursuant to the provisions of Article 223 of the Act (hereinafter referred to as a "Request for Registration of Lost Share Certificate" in this Article) must be made pursuant to the provisions of this Article.

(2)The Request for Registration of Lost Share Certificate must disclose the name and address of the person who makes a Request for Registration of Lost Share Certificate (in the following paragraph, referred to as the "Person Requesting Registration of Lost Share Certificate") as well as the serial numbers of the lost share certificate.

(3)When a Person Requesting Registration of Lost Share Certificate wishes to make a Request for Registration of Lost Share Certificate, the Person Requesting Registration of Lost Share Certificate must provide the stock company with the materials as prescribed in the following items, in accordance with the categories of cases listed therein:

(i)where the Person Requesting Registration of Lost Share Certificate is a person stated or recorded in the shareholder register as the shareholder or as the Registered Pledgee of Shares of the shares pertaining to the share certificates:materials certifying the fact of the loss of share certificates;

(ii)in cases other than the case listed in the preceding item: materials listed in the following:

(a)materials certifying that the Person Requesting Registration of Lost Share Certificate possessed the share certificate pertaining to the Request for Registration of Lost Share Certificate on or after the date stated or recorded in the shareholder register as the date of acquisition under Article 121, item (iii) of the Act for the shares pertaining to the share certificate;

(b)materials certifying the fact of the loss of share certificates.

(4)Regarding the application of the provisions of item (ii) of the preceding paragraph when the share certificate pertaining to the Registration of Lost Share Certificate is related to shares for which the provisions of Article 121, item (iii) of the Act are not applied pursuant to the provisions of Article 2 of the Cabinet Order Prescribing Transitional Measures That Accompany the Enforcement of the Act on Arrangement of Relevant Acts Incidental to Enforcement of the Companies Act (Cabinet Order No. 367 of 2005), the term "following" in the same item is deemed to be replaced by "in (b)."

(Application for Cancellation by a Person in Possession of Share Certificates)

Article 48An application pursuant to the provisions of Article 225, paragraph (1) of the Act must present the share certificates and disclose the name and address of the person filing the application.

(Application for Cancellation by the Registrant of Lost Share Certificate)

Article 49An application pursuant to the provisions of Article 226, paragraph (1) of the Act must disclose the name and address of the Registrant of Lost Share Certificate who is filing the application, as well as the serial number of the share certificate for which the Registration of Lost Share Certificate was made.

Section 8 Miscellaneous Provisions

(Market Price in the Case of Treatment of Fractional Shares of Less Than One Full Share Resulting from Issuance of Shares)

Article 50The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 234, paragraph (2) of the Act is the method of treating the amounts provided for in each of following items as the price of the shares prescribed in the same item, in accordance with the categories of cases listed therein:

(i)where the relevant shares are sold through transactions in a market:the price at sale by the transactions; or

(ii)in cases other than the case listed in the preceding item: the amount whichever larger between the following amounts:

(a)the closing price in the market on which the relevant shares are traded on the date of the sale pursuant to the provisions of Article 234, paragraph (2) of the Act (hereinafter referred to as "Date of the Sale" in this Article) (if there is no sales transaction on the Date of the Sale, or if the Date of the Sale falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(b)when the relevant shares are the target of a Tender Offer, etc. on the Date of the Sale, the price of the shares in the contract pertaining to the Tender Offer, etc. on the Date of the Sale.

(Market Price in the Case of Treatment of Fractional Bonds, etc. of Less Than One Full Bond)

Article 51The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to the provisions of paragraph (6) of the same Article, is the method of treating the amount prescribed in each of the following items as the price of the assets sold pursuant to the provisions of paragraph (2) of the same Article, as applied mutatis mutandis pursuant to paragraph (6) of the same Article, in accordance with the categories of cases listed therein:

(i)where the Bonds or Share Options prescribed in Article 234, paragraph (6) of the Act are sold through transactions in a market:the price at sale by the transactions;

(ii)in cases other than the case listed in the preceding item, when Bonds (excluding Bonds for Bonds with Share Options; hereinafter the same applies in this item) are sold:the closing price in the market on which the Bonds are traded on the date of the sale pursuant to the provisions of Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to paragraph (6) of the same Article (hereinafter referred to as "Date of the Sale" in this Article) (when there is no sales transaction on the Date of the Sale, or where the Date of the Sale falls on a holiday for the relevant market, the execution price of the first sales transaction after that point);

(iii)in cases other than the case listed in item (i), when Share Options (when the Share Option is attached to a Bond with Share Option, the Bond with Share Option; hereinafter the same applies in this item) are sold: the amount whichever larger between the following amounts:

(a)the closing price in the market on which the Share Options are traded on the Date of the Sale (if there is no sales transaction on the Date of the Sale, or if the Date of the Sale falls on a holiday for the relevant market, the execution price of the first sales transaction after that point); or

(b)when the Share Options are the target of a Tender Offer, etc. on the Date of the Sale, the price of the Share Options in the contract pertaining to the Tender Offer, etc. on the Date of the Sale.

(Market Price in the Case of Treatment of Fractional Shares of Less Than One Full Share Resulting from a Share Split)

Article 52The method prescribed by Ordinance of the Ministry of Justice as provided for in Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act, is the method of treating the amount prescribed in each of the following items as the price of the shares sold pursuant to Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act, in accordance with the categories of cases listed therein:

(i)where the shares are sold through transactions in a market:the price at sale by the transactions; or

(ii)in cases other than the case listed in the preceding item: the amount whichever larger between the following amounts:

(a)the closing price in the market on which the shares are traded on the date of the sale pursuant to the provisions of Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act (hereinafter referred to as "Date of the Sale" in this Article) (in cases where there is no sales transaction on the Date of the Sale, or in cases where the Date of the Sale falls on a holiday for the relevant market, the execution price of the first sales transactions after that point); or

(b)when the shares are the target of a Tender Offer, etc. on the Date of the Sale, the price of the shares in the contract pertaining to the Tender Offer, etc. on the Date of the Sale.

Chapter III Share Options

(Cases Where Notice of Subscription Requirements Is Not Necessary)

Article 53The cases prescribed by Ordinance of the Ministry of Justice as provided for in Article 240, paragraph (4) of the Act are cases where a stock company reports or submits the following documents (limited to documents having matters equivalent to the subscription requirements provided for in the same paragraph as the content) pursuant to the provisions of the Financial Instruments and Exchange Act (including the cases where the matters to be stated in the documents are provided by Electronic or Magnetic Means pursuant to the provisions of the Financial Instruments and Exchange Act) by two weeks prior to the date of allotment provided for in Article 238, paragraph (1), item (iv) of the Act, and are the times at which the Prime Minister provides the documents for public inspection continuously from the day of two weeks before the date of allotment to the date of allotment pursuant to the provisions of the Financial Instruments and Exchange Act:

(iii)securities reports provided for in Article 24, paragraph (1) of the Financial Instruments and Exchange Act (including amendment reports);

(iv)quarterly reports provided for in Article 24-4-7, paragraph (1) of the Financial Instruments and Exchange Act (including amendment reports);

(v)semiannual reports provided for in Article 24-5, paragraph (1) of the Financial Instruments and Exchange Act (including amendment reports);

(vi)extraordinary reports provided for in Article 24-5, paragraph (4) of the Financial Instruments and Exchange Act (including amendment reports).

(Matters to Be Notified to Persons Who Wish to Make an Offer)

Article 54The matters prescribed by Ordinance of the Ministry of Justice as provided for in Article 242, paragraph (1), item (iv) of the Act are the following:

(i)the Total Number of Authorized Shares (for a Company with Class Shares, including the Total Number of Authorized Shares in a Class for each class of shares);

(ii)when the matters listed in the items of Article 107, paragraph (1) of the Act are prescribed as the features of shares issued by a stock company (excluding Companies with Class Shares), the features of the shares;

(iii)when a stock company (limited to a Company with Class Shares) is required to issue shares of differing features for the matters listed in the items of Article 108, paragraph (1) of the Act, the features of each class of shares (when the articles of incorporation contain provisions with respect to a class of shares under paragraph (3) of the same Article, and when the stock company does not prescribe the content of the class of shares based on the provisions of the articles of incorporation, an outline of the features of the class of shares);