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Regulations for Enforcement of the Companies Act (Any data that the title of a law indicates to be a "Tentative translation" has not yet been proofread or corrected by a native English speaker or legal translation expert; this data may be revised in the future.Tentative translation)

Ministry of Justice Order No. 12 of February 7, 2006

Regulations for Enforcement of the Companies Act are 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 to 4-2)

Part II Stock Companies

Chapter I Incorporation

Section 1 General Rules (Articles 5 to 7-2)

Section 2 Incorporation through Offering Shares for Subscription (Articles 8 to 18-2)

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 33-3)

Section 3-2 Demand for a Share Cash-Out of Special Controlling Shareholders (Articles 33-4 to 33-8)

Section 3-3 Consolidation of Shares (Articles 33-9 and 33-10)

Section 4 Share Units (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 46-2)

Section 7 Share Certificates (Articles 47 to 49)

Section 8 Miscellaneous Provisions (Articles 50 to 52)

Chapter III Share Options (Articles 53 to 62-2)

Chapter IV Organs

Section 1 Shareholders Meetings and General Meetings of Class Shareholders

Subsection 1 General Rules (Articles 63 to 72)

Subsection 2 Reference Documents for Shareholders Meetings

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 of Officers (Articles 82 to 84-2)

Division 5 Approval of Accounting Documents (Article 85)

Division 5-2 Acquisition of Shares Subject to a Class-Wide Call (Article 85-2)

Division 5-3 Consolidation of Shares (Article 85-3)

Division 6 Approval of Merger Agreements (Articles 86 to 92)

Division 7 Particulars Stated in Shareholder Proposals (Article 93)

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

Subsection 3 General Meetings of Class Shareholders (Article 95)

Subsection 4 Measures for Electronic Provision (Articles 95-2 to 95-4)

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

Section 3 Directors (Articles 98 to 98-5)

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 8-2 Audit and Supervisory Committee (Articles 110-2 to 110-5)

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

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

Section 11 Insurance Policies Concluded for the Benefit of Officers (Article 115-2)

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

Division 1 General Rules (Article 118)

Division 2 Content of the Business Reports of Public Companies (Articles 119 to 124)

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

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

Division 5 Content of Detailed Statements Attached to Business Reports (Article 128)

Subsection 3 Auditing of Business Reports (Articles 129 to 132)

Subsection 4 Provision of Business Reports to Shareholders (Articles 133 and 133-2)

Chapter VI Transfers 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 171-2)

Chapter III Bondholder Meetings (Articles 172 to 177)

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

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 I-2 Offer to Transfer Shares of a Subsidiary Company Resulting from a Partial Share Exchange (Articles 179-2 and 179-3)

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 the Share Exchanges (Articles 191 to 203)

Chapter V Procedures for Stock Companies Disappearing in Consolidation-Type Mergers, Stock Companies Splitting in Incorporation-Type Splits, and Wholly-Owned Subsidiary Companies Resulting from Share Transfers (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)

Chapter VII Procedures for a Share Delivery Parent Company (Articles 213-2 to 213-10)

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

Section 1 Electronic or Magnetic Means and Electronic or Magnetic Records (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 Order is to provide measures based on the mandates of the Companies Act (Act No. 86 of 2005; hereinafter referred to as "the Act") and other matters necessary for the enforcement of the Companies Act.

(Definitions)

Article 2(1)In this Ministerial Order, the terms "company," "foreign company," "subsidiary company," "subsidiary company, etc.," "parent company," "parent company, etc.," "public company," "company with board of directors," "company with accounting advisor," "company with company auditor," "company with board of company auditors," "company with financial auditor," "company with audit and supervisory committee," "company with nominating committee, etc.," "company with class shares," "general meeting of class shareholders," "outside director," "outside company auditor," "shares with restrictions on transfer," "shares subject to call," "share unit," "share option," "bond with share options," "bond," "dividend property," "entity conversion," "absorption-type merger," "consolidation-type merger," "absorption-type company split," "incorporation-type company split," "share exchange," "share transfer," "share delivery," and "electronic public notice," mean the company, foreign company, subsidiary company, subsidiary company, etc., parent company, parent company, etc., public company, company with board of directors, company with accounting advisor, company with company auditor, company with board of company auditors, company with financial auditor, company with audit and supervisory committee, company with nominating committee, etc., company with class shares, general meeting of class shareholders, outside director, outside company auditor, shares with restrictions on transfer, shares subject to call, share unit, share option, bond with share options, bond, dividend property, entity conversion, absorption-type merger, consolidation-type merger, absorption-type company split, incorporation-type company split, share exchange, share transfer, share delivery, and electronic public notice provided in Article 2 of the Act, respectively.

(2)In this Ministerial Order, the meanings of the following terms are as prescribed respectively in the following items:

(i)"nominating committee, etc." means a nominating committee, etc. as provided in Article 2, item (xii) of the Act;

(ii)"class shareholder" means a class shareholder as provided in Article 2, item (xiv) of the Act;

(iii)"executive director" means an executive director as provided in Article 2, item (xv), (a) of the Act;

(iv)"executive director, etc." means an executive director, etc. as provided in Article 2, item (xv), (a) of the Act.

(v)"issued shares" means issued shares as provided in Article 2, item (xxxi) of the Act;

(vi)"electronic or magnetic means" means electronic or magnetic means as provided in Article 2, item (xxxiv) of the Act;

(vii)"shares issued at incorporation" means shares issued at incorporation as provided in Article 25, paragraph (1), item (i) of the Act;

(viii)"securities" means securities as provided in Article 33, paragraph (10), item (ii) of the Act;

(ix)"bank, etc." means a bank, etc. as provided in Article 34, paragraph (2) of the Act;

(x)"total number of authorized shares" means the total number of authorized shares as provided in Article 37, paragraph (1) of the Act;

(xi)"director at incorporation" means a director at incorporation as provided in Article 38, paragraph (1) of the Act;

(xii)"audit and supervisory committee member at incorporation" means an audit and supervisory committee member at incorporation as provided in Article 38, paragraph (2) of the Act;

(xiii)"audit and supervisory committee member" means an audit and supervisory committee member as provided in Article 38, paragraph (2) of the Act;

(xiv)"accounting advisor at incorporation" means an accounting advisor at incorporation as provided in Article 38, paragraph (3), item (i) of the Act;

(xv)"company auditor at incorporation" means a company auditor at incorporation as provided in Article 38, paragraph (3), item (ii) of the Act;

(xvi)"financial auditor at incorporation" means a financial auditor at incorporation as provided in Article 38, paragraph (3), item (iii) of the Act;

(xvii)"representative director" means a representative director as provided in Article 47, paragraph (1) of the Act;

(xviii)"executive officer at incorporation" means an executive officer at incorporation as provided in Article 48, paragraph (1), item (ii) of the Act;

(xix)"shares for subscription at incorporation" means shares for subscription at incorporation as provided in Article 58, paragraph (1) of the Act;

(xx)"shareholder at incorporation" means a shareholder at incorporation as provided in Article 65, paragraph (1) of the Act;

(xxi)"organizational meeting" means an organizational meeting as provided in Article 65, paragraph (1) of the Act;

(xxii)"reference documents for an organizational meeting" means reference documents for an organizational meeting as provided in Article 70, paragraph (1) of the Act;

(xxiii)"organizational meeting of class shareholders" means an organizational meeting of class shareholders as provided in Article 84 of the Act;

(xxiv)"total number of authorized shares in a class" means the total number of authorized shares in a class as provided in Article 101, paragraph (1), item (iii) of the Act;

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

(xxvi)"treasury shares" means treasury shares as provided in Article 113, paragraph (4) of the Act;

(xxvii)"company issuing share certificates" means a company issuing share certificates as provided in Article 117, paragraph (7) of the Act;

(xxviii)"information required to be entered in the shareholder register" means information required to be entered in the shareholder register as provided in Article 121 of the Act;

(xxix)"shareholder register administrator" means a shareholder register administrator as provided in Article 123 of the Act;

(xxx)"acquirer of shares" means an acquirer of shares as provided in Article 133, paragraph (1) of the Act;

(xxxi)"parent company shares" means parent company shares as provided in Article 135, paragraph (1) of the Act;

(xxxii)"requester for approval of a transfer" means a requester for approval of a transfer as provided in Article 139, paragraph (2) of the Act;

(xxxiii)"subject shares" means subject shares as provided in Article 140, paragraph (1) of the Act;

(xxxiv)"designated purchaser" means a designated purchaser as provided in Article 140, paragraph (4) of the Act;

(xxxv)"amount of net assets per share" means the amount of net assets per share as provided in Article 141, paragraph (2) of the Act;

(xxxvi)"registered pledgee of shares" means the registered pledgee of shares as provided in Article 149, paragraph (1) of the Act;

(xxxvii)"monies, etc." means monies, etc. as provided in Article 151, paragraph (1) of the Act;

(xxxviii)"shares subject to class-wide call" means shares subject to class-wide call as provided in Article 171, paragraph (1) of the Act;

(xxxix)"special controlling shareholder" means a special controlling shareholder as provided in Article 179, paragraph (1) of the Act;

(xl)"demand to cash out" means a demand to cash out as provided in Article 179, paragraph (2) of the Act;

(xli)"subject company" means a subject company as provided in Article 179, paragraph (2) of the Act;

(xlii)"demand to cash out share options" means a demand to cash out share options as provided in Article 179, paragraph (3) of the Act;

(xliii)"shares subject to a cash-out" means shares subject to a cash-out as provided in Article 179-2, paragraph (1), item (ii) of the Act;

(xliv)"share options subject to a cash-out" means share options subject to a cash-out as provided in Article 179-2, paragraph (1), item (iv), (b) of the Act;

(xlv)"shares, etc. subject to a cash-out" means shares, etc. subject to a cash-out as provided in Article 179-2, paragraph (1), item (v) of the Act;

(xlvi)"demand for a share, etc. cash-out" means a demand for a share, etc. cash-out as provided in Article 179-3, paragraph (1) of the Act;

(xlvii)"shareholder, etc. subject to a cash-out" means a shareholder, etc. subject to a cash-out as provided in Article 179-4, paragraph (1), item (i) of the Act;

(xlviii)"demand for the sale of shares of less than one unit" means a demand for the sale of shares of less than one unit as provided in Article 194, paragraph (1) of the Act;

(xlix)"shares for subscription" means shares for subscription as provided in Article 199, paragraph (1) of the Act;

(l)"day of registration of a lost share certificate" means the day of registration of a lost share certificate as provided in Article 221, item (iv) of the Act;

(li)"registration of a lost share certificate" means registration of a lost share certificate as provided in Article 223 of the Act;

(lii)"registrant of a lost share certificate" means a registrant of a lost share certificate as provided in Article 224, paragraph (1) of the Act;

(liii)"share options for subscription" means share options for subscription as provided in Article 238, paragraph (1) of the Act;

(liv)"certificates of bonds with share options" means certificates of bonds with share options as provided in Article 249, item (ii) of the Act;

(lv)"bond with share options with an issued certificate" means a bond with share options with an issued certificate as provided in Article 249, item (ii) of the Act;

(lvi)"share option certificates" means share option certificates as provided in Article 249, item (iii), (d) of the Act;

(lvii)"own share options" means a stock company's own share options as provided in Article 255, paragraph (1) of the Act;

(lviii)"acquirer of share options" means the acquirer of share options as provided in Article 260, paragraph (1) of the Act;

(lix)"share options subject to call" means share options subject to call as provided in Article 273, paragraph (1) of the Act;

(lx)"allotment of share options without contribution" means the allotment of share options without contribution as provided in Article 277 of the Act;

(lxi)"reference documents for a shareholders meeting" means reference documents for a shareholders meeting as provided in Article 301, paragraph (1) of the Act;

(lxii)"measures for electronic provision" means measures for electronic provision as provided in Article 325-2 of the Act;

(lxiii)"remuneration" means remuneration, etc. as provided in Article 361, paragraph (1) of the Act;

(lxiv)"minutes" means the minutes, etc. as provided in Article 371, paragraph (1) of the Act;

(lxv)"executive officer" means the executive officer as provided in Article 404, paragraph (2), item (i) of the Act;

(lxvi)"officer, etc." means an officer, etc. as provided in Article 423, paragraph (1) of the Act;

(lxvii)"indemnity agreement" means the indemnity agreement as provided in Article 430-2, paragraph (1) of the Act;

(lxviii)"officer indemnification insurance policies" means the officer indemnification insurance policies as provided in Article 430-3, paragraph (1) of the Act;

(lxix)"provisional account closing day" means the provisional account closing day as provided in Article 441, paragraph (1) of the Act;

(lxx)"provisional financial statements" means provisional financial statements as provided in Article 441, paragraph (1) of the Act;

(lxxi)"consolidated financial statements" means consolidated financial statements as provided in Article 444, paragraph (1) of the Act;

(lxxii)"distributable amount" means a distributable amount as provided in Article 461, paragraph (2) of the Act;

(lxxiii)"business transfer, etc." means a business transfer, etc. as provided in Article 468, paragraph (1) of the Act;

(lxxiv)"liquidating stock company" means a liquidating stock company as provided in Article 476 of the Act;

(lxxv)"company with a board of liquidators" means a company with a board of liquidators as provided in Article 478, paragraph (8) of the Act;

(lxxvi)"inventory of property" means inventory of property, etc. as provided in Article 492, paragraph (1) of the Act;

(lxxvii)"each liquidation year" means each liquidation year as provided in Article 494, paragraph (1) of the Act;

(lxxviii)"balance sheet" means a balance sheet, etc. as provided in Article 496, paragraph (1) of the Act;

(lxxix)"agreement claims" means agreement claims as provided in Article 515, paragraph (3) of the Act;

(lxxx)"agreement claim creditor" means an agreement claim creditor as provided in Article 517, paragraph (1) of the Act;

(lxxxi)"reference documents for creditors meetings" means reference documents for creditors meetings as provided in Article 550, paragraph (1) of the Act;

(lxxxii)"membership company" means a membership company as provided in Article 575, paragraph (1) of the Act;

(lxxxiii)"liquidating membership company" means a liquidating membership company as provided in Article 645 of the Act;

(lxxxiv)"bonds for subscription" means bonds for subscription as provided in Article 676 of the Act;

(lxxxv)"bond-issuing company" means a bond-issuing company as provided in Article 682, paragraph (1) of the Act;

(lxxxvi)"bond register administrator" means a bond register administrator as provided in Article 683 of the Act;

(lxxxvii)"reference documents for a bondholder meeting" means reference documents for a bondholder meeting as provided in Article 721, paragraph (1) of the Act;

(lxxxviii)"membership company after entity conversion" means a membership company after entity conversion as provided in Article 744, paragraph (1), item (i) of the Act;

(lxxxix)"bonds, etc." means bonds, etc. as provided in Article 746, paragraph (1), item (vii), (d) of the Act.

(xc)"company disappearing in an absorption-type merger" means a company disappearing in an absorption-type merger as provided in Article 749, paragraph (1), item (i) of the Act;

(xci)"company surviving an absorption-type merger" means a company surviving an absorption-type merger as provided in Article 749, paragraph (1) of the Act.

(xcii)"stock company surviving an absorption-type merger" means a stock company surviving an absorption-type merger as provided in Article 749, paragraph (1), item (i) of the Act;

(xciii)"stock company disappearing in an absorption-type merger" means a stock company disappearing in an absorption-type merger as provided in Article 749, paragraph (1), item (ii) of the Act;

(xciv)"membership company surviving an absorption-type merger" means a membership company surviving an absorption-type merger as provided in Article 751, paragraph (1), item (i) of the Act;

(xcv)"company incorporated in a consolidation-type merger" means a company incorporated in a consolidation-type merger as provided in Article 753, paragraph (1) of the Act;

(xcvi)"company disappearing in a consolidation-type merger" means a company disappearing in a consolidation-type merger as provided in Article 753, paragraph (1), item (i) of the Act;

(xcvii)"stock company incorporated in a consolidation-type merger" means a stock company incorporated in a consolidation-type merger as provided in Article 753, paragraph (1), item (ii) of the Act;

(xcviii)"stock company disappearing in a consolidation-type merger" means a stock company disappearing in a consolidation-type merger as provided in Article 753, paragraph (1), item (vi) of the Act;

(xcix)"company succeeding in an absorption-type split" means a company succeeding in an absorption-type split as provided in Article 757 of the Act;

(c)"company splitting in an absorption-type split" means a company splitting in an absorption-type split as provided in Article 758, item (i) of the Act;

(ci)"stock company succeeding in an absorption-type split" means a stock company succeeding in an absorption-type split as provided in Article 758, item (i) of the Act;

(cii)"stock company splitting in an absorption-type split" means a stock company splitting in an absorption-type split as provided in Article 758, item (ii) of the Act;

(ciii)"membership company succeeding in an absorption-type split" means a membership company succeeding in an absorption-type split as provided in Article 760, item (i) of the Act;

(civ)"company splitting in an incorporation-type split" means a company splitting in an incorporation-type split as provided in Article 763, paragraph (1), item (v) of the Act;

(cv)"stock company splitting in an incorporation-type split" means a stock company splitting in an incorporation-type split as provided in Article 763, paragraph (1), item (v) of the Act;

(cvi)"company incorporated in an incorporation-type split" means a company incorporated in an incorporation-type split as provided in Article 763, paragraph (1) of the Act;

(cvii)"stock company incorporated in an incorporation-type split" means a stock company incorporated in an incorporation-type split as provided in Article 763, paragraph (1), item (i) of the Act;

(cviii)"membership company incorporated in an incorporation-type split" means a membership company incorporated in an incorporation-type split as provided in Article 765, paragraph (1), item (i) of the Act;

(cix)"wholly-owning parent company resulting from a share exchange" means a wholly-owning parent company resulting from a share exchange as provided in Article 767 of the Act;

(cx)"wholly-owned subsidiary company resulting from a share exchange" means a wholly-owned subsidiary company resulting from a share exchange as provided in Article 768, paragraph (1), item (i) of the Act;

(cxi)"wholly-owning parent stock company resulting from a share exchange" means a wholly-owning parent stock company resulting from a share exchange as provided in Article 768, paragraph (1), item (i) of the Act;

(cxii)"wholly-owning parent limited liability company resulting from a share exchange" means a wholly-owning parent limited liability company resulting from a share exchange as provided in Article 770, paragraph (1), item (i) of the Act;

(cxiii)"wholly-owning parent company incorporated in a share transfer" means a wholly-owning parent company incorporated in a share transfer as provided in Article 773, paragraph (1), item (i) of the Act;

(cxiv)"wholly-owned subsidiary company resulting from a share transfer" means a wholly-owned subsidiary company resulting from a share transfer as provided in Article 773, paragraph (1), item (v) of the Act;

(cxv)"share delivery parent company" meaning a parent company resulting from a partial share exchange provided in Article 774-3, paragraph (1), item (i) of the Act;

(cxvi)"subsidiary company resulting from a partial share exchange" meaning a subsidiary company resulting from a partial share exchange provided in Article 774-3, paragraph (1), item (i) of the Act;

(cxvii)"limited liability company splitting in an absorption-type split" means a limited liability company splitting in an absorption-type split as provided in Article 793, paragraph (2) of the Act;

(cxviii)"surviving stock company, etc." means a surviving stock company, etc. as provided in Article 794, paragraph (1) of the Act;

(cxix)"limited liability company splitting in an incorporation-type split" means a limited liability company splitting in an incorporation-type split as provided in Article 813, paragraph (2) of the Act.

(cxx)"action to enforce liability" means an action to enforce liability as provided in Article 847, paragraph (1) of the Act.

(cxxi)"wholly-owned subsidiary company resulting from a share exchange, etc." means a wholly-owned subsidiary company resulting from a share exchange, etc. as provided in Article 847-2, paragraph (1) of the Act.

(cxxii)"ultimate, wholly-owning parent company, etc." means an ultimate, wholly-owning parent company, etc. prescribed in Article 847-3, paragraph (1) of the Act;

(cxxiii)"action to enforce specific liability" means an action to enforce specific liability as provided in Article 847-3, paragraph (1) of the Act;

(cxxiv)"wholly-owning parent company, etc." means a wholly-owning parent company, etc. as provided in Article 847-3, paragraph (2) of the Act;

(cxxv)"wholly-owned subsidiary company, etc." means a wholly-owned subsidiary company, etc. as provided in Article 847-3, paragraph (2), item (ii) of the Act;

(cxxvi)"specific liabilities" means the specific liabilities as provided in Article 847-3, paragraph (4) of the Act;

(cxxvii)"wholly-owning parent company resulting from a share exchange, etc." means a wholly-owning parent company resulting from a share exchange, etc. as provided in Article 849, paragraph (2), item (i) of the Act.

(3)In this Ministerial Order, 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 company director, accounting advisor, company auditor, executive officer, director, auditor, or other corporation equivalent thereto;

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

(v)"outside officer" means a company officer who falls under all of the following:

(a)the company officer is an outside director or outside company auditor;

(b)the company officer falls under any of the following requirements:

1.the company officer is an outside director under Article 327-2, Article 331, paragraph (6), Article 373, paragraph (1), item (ii), Article 399-13, paragraph (5) or Article 400, paragraph (3) of the Act;

2.the company officer is an outside company auditor under Article 335, paragraph (3) of the Act;

3.the company officer is indicated as an outside director or outside company auditor of the 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 a person set forth below:

(a)an executive director, an executive officer, or other officer managing the business of a corporation, etc. (excluding an outside director who has been entrusted under Article 348-2, paragraph (1) or (2) of the Act);

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

(c)an employee;

(vii)"candidate for outside director" means a candidate who falls under all of the following:

(a)the candidate is expected to become an outside director if the candidate assumes office as a director of the stock company;

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

1.a plan exists to have the candidate as an outside director under Article 327-2, Article 331, paragraph (6), Article 373, paragraph (1), item (ii), Article 399-13, paragraph (5) or Article 400, paragraph (3) of the Act;

2.a plan exists to have the candidate indicated as an outside director of the 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)the candidate is expected to become an outside company auditor if the candidate assumes office as a company auditor of the stock company;

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

1.a plan exists to have the candidate serve as an outside company auditor under Article 335, paragraph (3) of the Act;

2.a plan exists to have the candidate indicated as an outside company auditor of the 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 provided in (a) or (b) below in accordance with the categories of companies set forth respectively therein:

(a)stock company: the most recent business year provided 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 in Article 617, paragraph (2) of the Act for each business year;

(x)"financial statements" means the documents in (a) or (b) below in accordance with the categories of companies set forth respectively therein:

(a)stock company: the financial statements as provided in Article 435, paragraph (2) of the Act;

(b)membership company: the financial statements as provided in Article 617, paragraph (2) of the Act;

(xi)"accounting documents" means, for stock companies, the items set forth below:

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

(b)the financial statements and the attached detailed statements thereof pertaining to each business year;

(c)provisional financial statements;

(d)consolidated financial statements;

(xii)"financial statements, etc." means the items as provided in (a) or (b) below in accordance with the categories of companies set forth respectively therein:

(a)stock company: financial statements and business reports for each business year (including audit reports and financial audit reports, if provisions of Article 436, paragraph (1) or paragraph (2) are applicable);

(b)membership company: the financial statements as provided in Article 617, paragraph (2) of the Act;

(xiii)"provisional financial statements, etc." means the provisional financial statements as provided in Article 441, paragraph (1) of the Act (including audit reports and financial audit reports, if provisions of paragraph (2) of that 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 in a corporation, etc. through the exercise thereof against the corporation, etc. (excluding share award rights (meaning the share award rights as provided in Article 2, paragraph (3), item (xxxiv) of the Regulations on Corporate Accounting (Ministry of Justice Order No. 13 of 2006); the same applies hereinafter));

(xv)"tender offer, etc." means a tender offer as provided 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 that Act) and a system equivalent thereto based on the foreign laws and regulations;

(xvi)"acquirer of bonds" means a person who has acquired bonds from a person other than a bond-issuing company (excluding the 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 as provided in Article 2, paragraph (3) of the Trust Act (Act. No. 108 of 2006); the same applies hereinafter);

(xviii)"officer, etc. at incorporation" means a director at incorporation, accounting advisor at incorporation, company auditor at incorporation, and a financial auditor at incorporation;

(xix)"specified associated service provider" means any of the following:

(a)the entities prescribed in 1. or 2. below in accordance with the categories of cases set forth in 1. or 2.:

1.if the stock company has a parent company, etc.: the parent company, etc. and the subsidiary companies, etc. (excluding the stock company) and affiliated companies of the parent company (including entities equivalent to the affiliated companies if the parent company, etc. is not a company);

2.if the stock company has no parent company, etc.: the subsidiary companies and affiliated companies of the stock company;

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

(xx)"affiliated company" means an affiliated company as provided in Article 2, paragraph (3), item (xxi) of the Regulations on Corporate Accounting;

(xxi)"company to which consolidated dividend regulations apply" means a company to which consolidated dividend regulations apply as provided in Article 2, paragraph (3), item (lv) of the Regulations on Corporate Accounting;

(xxii)"share exchange on entity conversion" means a share exchange on entity conversion as provided in Article 96-5, paragraph (1) of the Insurance Business Act (Act No. 105 of 1995);

(xxiii)"share transfer on entity conversion" means a share transfer on entity conversion as provided in Article 96-8, paragraph (1) of the Insurance Business Act.

Chapter II Subsidiary Companies and Parent Companies

(Subsidiary Companies and Parent Companies)

Article 3(1)An entity prescribed by Ministry of Justice Order as provided in Article 2, item (iii) of the Act is a second company, etc. if the first company as provided in that item controls determinations on the financial and business policies of the relevant second company, etc.

(2)An entity prescribed by Ministry of Justice Order as provided in Article 2, item (iv) of the Act is the first company, etc. under that item if a company, etc. controls determinations on the financial and business policies of a stock company as provided in that item

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

(i)if the ratio 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 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, etc. (excluding a company, etc. set forth below with which an effective dominant-subordinate relationship is not recognized as existing; hereinafter the same applies in this paragraph) on its own account to the total number of voting rights of the second company, etc. exceeds 50 percent:

(a)a company, etc. that has become subject to an order for the commencement of rehabilitation proceedings as provided in 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 as provided in 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 as provided in the Bankruptcy Act (Act No. 75 of 2004);

(d)any other company, etc. equivalent to the companies, etc. set forth in (a) through (c);

(ii)if the voting rights in a second company, etc. that a first company, etc. holds on its own account is 40 percent or greater of the total number of voting rights in a second company, etc. (excluding the cases set forth in the preceding item), cases that satisfy any one of the following requirements:

(a)that the number of the first company's own voting rights (meaning the total number of the following voting rights; the same applies in the following item) in the second company, etc. exceeds 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 particulars;

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 number of the following persons (limited to those capable of exercising influence in connection with determinations 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.:

1.officers of the first company, etc.;

2.members who manage business at the first company, etc.;

3.employees of the first company, etc.;

4.a person who was a person set forth in 1. through 3.;

(c)that an agreement, etc. exists under which the first company controls determinations 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. due to investment, personnel, 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 determinations on the financial and business policies of the second company, etc.;

(iii)if the number of the first company's own voting rights in the second company, etc. exceeds 50 percent of the total number of voting rights in the second company, etc. (including if the company, etc. does not hold the voting rights on its own account, and excluding the cases set forth in the preceding two items), and where any one of the requirements set forth from (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 as provided in Article 2, item (iv) of paragraph (2) with regard to the application of the provisions of paragraph (2) to the parent company under Article 135, paragraph (1) of the Act.

(Subsidiary Companies and Parent Companies)

Article 3-2(1)An entity prescribed by Ministry of Justice Order as provided in Article 2, item (iii)-2, (b) of the Act is another company, etc. if the person as provided in (b) of that item controls determinations on the financial and business policies of the relevant other company, etc.

(2)An entity prescribed by Ministry of Justice Order as provided in Article 2, item (iv)-2, (b) of the Act is a person (excluding a person who is a company, etc.) if that person controls determinations on the financial and business policies of the stock company as provided in (b) of that item.

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

(i)if the ratio of the number of voting rights that the person (including its subsidiary company, etc.; hereinafter the same applies in this paragraph) holds in another company, etc. (excluding a company, etc. set forth below with which an effective dominant-subordinate relationship is not recognized as existing; hereinafter the same applies in this paragraph) on its own account to the total number of voting rights of the relevant other company, etc. exceeds 50 percent:

(a)a company, etc. that has become subject to an order for the commencement of rehabilitation proceedings as provided in the Civil Rehabilitation Act;

(b)a stock company that has become subject to an order for the commencement of reorganization proceedings as provided in the Corporate Reorganization Act;

(c)a company, etc. that has become subject to an order for the commencement of bankruptcy proceedings as provided in the Bankruptcy Act;

(d)any other company, etc. equivalent to the companies, etc. set forth in (a) through (c);

(ii)if the number of voting rights in another company, etc. that the person holds on its own account is 40 percent or greater of the total number of voting rights in the relevant other company, etc. (excluding the cases set forth in the preceding item), cases that satisfy any one of the following requirements:

(a)that the number of the person's own voting rights (meaning the total number of the following voting rights; the same applies in the following item) in another company, etc. exceeds 50 percent of the total number of voting rights in the relevant other company, etc.:

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

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

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

4.voting rights held by a spouse or a relative within the second degree of kinship of the person (limited to a natural person):

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

1.the person (limited to a natural person);

2.officers of the person;

3.members who manage business of the person;

4.employees of the person;

5.a person who was a person set forth in 2. through 4.;

6.a spouse or a relative within the second degree of kinship of the person (limited to a natural person);

(c)that an agreement, etc. exists under which the person controls determinations 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 persons that have a close relationship with the person due to investment, personnel, technology, transactions, etc. and a spouse or a relative within the second degree of kinship of the person (limited to a natural person)) (including guarantees on obligations and provision of collateral; the same applies in (d)) that the person carries out in another company, etc. exceeds 50 percent of the total amount of procured funds of the relevant other company, etc. (limited to funds recorded in the section on liabilities in the balance sheet);

(e)that other facts exist suggesting that the person controls determinations on the financial and business policies of another company, etc.;

(iii)if the number of the person's own voting rights in another company, etc. exceeds 50 percent of the total number of voting rights in the relevant other company, etc. (including where the person does not hold the voting rights on its own account, and excluding the cases set forth in the preceding two items), and where any one of the requirements set forth from (b) through (e) of the preceding item are satisfied.

(Special Provisions on Special Purpose Companies)

Article 4Notwithstanding the provisions of Article 3, in cases which fall under any of the following requirements, a special purpose company (meaning a special purpose company as provided in Article 2, paragraph (3) of the Act on Securitization of Assets (Act No. 105 of 1998) and a business entity engaged in business that is the same type as that 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 a company that transferred assets to the special purpose company:

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

(ii)that the business of the special purpose company is being executed appropriately in accordance with the purpose thereof.

(Subsidiary Company Resulting from a Partial Share Exchange)

Article 4-2An entity prescribed by Ministry of Justice Order as provided in Article 2, item (xxxii)-2 of the Act is a second company, etc. if the first company as provided in item (iii) of that Article controls determinations on the financial and business policies of the relevant second company, etc. (limited to the case set forth in Article 3, paragraph (3), item (i)).

Part II Stock Companies

Chapter I Incorporation

Section 1 General Rules

(Incorporation Expenses)

Article 5Those prescribed by Ministry of Justice Order as provided in Article 28, item (iv) of the Act are as follows:

(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;

(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 means prescribed by Ministry of Justice Order as provided in Article 33, paragraph (10), item (ii) of the Act is that whereby the higher of the following amounts is the price of the securities prescribed in that item:

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

(ii)if 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 in relation to the tender offer, etc. on the relevant date.

(Banks)

Article 7Those prescribed by Ministry of Justice Order as provided in Article 34, paragraph (2) of the Act are as follows:

(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)Shinkin Bank or federation of Shinkin Banks;

(vi)Labor Bank or the Rokinren Bank;

(vii)the Norinchukin Bank.

(Incorporators Liable for Disguising the Performance of Contributions)

Article 7-2The persons prescribed by Ministry of Justice Order as provided in Article 52-2, paragraph (2) of the Act are as follows:

(i)incorporators and directors at incorporation performing duties related to disguising of performance of contributions (meaning the performance of contributions as provided in Article 35 of the Act; the same applies in the following item);

(ii)if performance of contributions is disguised pursuant to a resolution at an organizational meeting, the following persons:

(a)incorporators who submit proposals related to the disguising of performance of contributions at an organizational meeting;

(b)incorporators who consent to adoption of the proposal submission of (a);

(c)incorporators and directors at incorporation who deliver explanations regarding particulars related to the disguising of performance of contributions at an organizational meeting.

Section 2 Incorporation through Offering Shares for Subscription

(Particulars to Be Disclosed to Persons Who Wish to Make an Offer)

Article 8The particulars prescribed by Ministry of Justice Order as provided in Article 59, paragraph (1), item (v) of the Act are as follows:

(i)the shares issued at incorporation allotted by 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 for subscription at incorporation that were subscribed for (if the stock company to be incorporated is a company with class shares, the classes and the number per class);

(ii)content of the determination under Article 32, paragraph (2) of the Act;

(iii)if 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;

(iv)particulars as provided in the articles of incorporation (excluding particulars set forth 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 for subscription at incorporation have demanded of the relevant persons that notice be given.

(Particulars Determined in a Convocation)

Article 9The particulars prescribed by Ministry of Justice Order as provided in Article 67, paragraph (1), item (v) of the Act are as follows:

(i)if the particulars set forth in Article 67, paragraph (1), item (iii) or item (iv) are prescribed, the following:

(a)particulars to be stated in the reference documents for an organizational meeting pursuant to the provisions of paragraph (1) of the following Article;

(b)if the particulars set forth 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 under Article 68, paragraph (1) of the Act that is a time on or before the date and time of the organizational meeting);

(c)if the particulars set forth in Article 67, paragraph (1), item (iv) of the Act are prescribed, the time limit on the 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 under Article 68, paragraph (1) of the Act that is a time on or before the date and time of the organizational meeting);

(d)if the treatment referred to in Article 11, paragraph (1), item (ii) is to be prescribed, the content of that treatment;

(e)if a single shareholder at incorporation exercises voting rights in duplicate with respect to the same proposal pursuant to the provisions set forth below, in accordance with the categories of cases set forth below, if particulars related to the treatment of the exercise of voting rights by the shareholder at incorporation are decided if the content of the exercise of voting rights with respect to the same proposal differs (excluding the cases prescribed in the following item), those particulars:

1.if the particulars set forth in Article 67, paragraph (1), item (iii) of the Act are prescribed: Article 75, paragraph (1) of the Act;

2.if the particulars set forth in Article 67, paragraph (1), item (iv) of the Act are prescribed: Article 76, paragraph (1) of the Act;

(ii)if the particulars set forth in Article 67, paragraph (1), item (iii) and item (iv) are prescribed, the following:

(a)if has been decided to perform a delivery (including provision by electronic or magnetic means under Article 70, paragraph (2) of the Act in lieu of the delivery) of voting forms under Article 70, paragraph (1) (meaning the voting forms prescribed in that paragraph; hereinafter the same applies in this Section) to a shareholder at incorporation if a demand has been made by the shareholder at incorporation who has given consent under Article 68, paragraph (3) of the Act, that fact;

(b)if particulars are to be prescribed in the treatment of the exercise of voting rights by a shareholder at incorporation if a single shareholder at incorporation exercises voting rights in duplicate for the same proposal pursuant to the provisions of Article 75, paragraph (1) or Article 76, paragraph (1) of the Act and where there is a discrepancy in the content of the exercise of voting rights for the same proposal, those matters;

(iii)in cases other than the cases prescribed in item (i), if the following particulars are for the purpose of the organizational meeting, a description of proposals in relation to those particulars:

(a)election of officers, etc. at incorporation;

(b)amendment of articles of incorporation.

(Reference Documents for Organizational Meetings)

Article 10(1)The particulars to be stated in the reference documents for an organizational meeting to be delivered pursuant to the provisions of Article 70, paragraph (1) or Article 71, paragraph (1) of the Act are as follows:

(i)proposals and reasons for motions;

(ii)if the proposal is one that is related to the election of directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, excluding directors at incorporation who are audit and supervisory committee members at incorporation), the particulars as provided in Article 74 regarding the directors at incorporation;

(iii)if the proposal is one that is related to the election of directors at incorporation who are audit and supervisory committee members at incorporation, the particulars as provided in Article 74-3 regarding the directors at incorporation who are audit and supervisory committee members at incorporation;

(iv)if the proposal is one that is related to the election of an accounting advisor at incorporation, the particulars as provided in Article 75 regarding the accounting advisor at incorporation;

(v)if the proposal is one that is related to the election of a company auditor at incorporation, the particulars as provided in Article 76 regarding the company auditor at incorporation;

(vi)if the proposal is one that is related to the election of a financial auditor at incorporation, the particulars as provided in Article 77 regarding the financial auditor at incorporation;

(vii)if the proposal is one that is related to the dismissal of an officer, etc. at incorporation, the reason for dismissal;

(viii)beyond what is set forth in the preceding items, particulars recognized as being of reference in the exercise of voting rights by shareholders at incorporation.

(2)The delivery of the reference documents for an organizational meeting prepared by the incorporator who prescribed the particulars set forth 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 an organizational meeting under Article 70, paragraph (1) and Article 71, paragraph (1) of the Act.

(Voting Forms)

Article 11(1)The particulars to be stated in the voting forms to be delivered pursuant to the provisions of Article 70, paragraph (1) of the Act, and the particulars 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 as follows:

(i)a field to record support for or opposition to (including abstention, if a field for abstention is provided) each proposal (in the cases set forth in (a) or (b) below, the items prescribed therein):

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

(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)if the particulars set forth in Article 9, item (i), (d) are prescribed, the details of treatment as an indication of intent either to support, oppose, or abstain from voting on each proposal if a voting form with nothing recorded in any field under the preceding item is presented to the incorporator;

(iii)if the particulars set forth in Article 9, item (i), (e) or item (ii), (b) are prescribed, those particulars;

(iv)the time limit on exercising voting rights;

(v)the names of shareholders at incorporation to exercise voting rights and the number of voting rights capable of being exercised (including particulars prescribed in (a) or (b) below in the cases set forth in (a) or (b)):

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

(b)if 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)If the particulars set forth in Article 9, item (ii), (a) are prescribed, if a demand has been made by a shareholder at incorporation who has given consent under Article 68, paragraph (3) of the Act, an incorporator must perform a delivery (including provision by electronic or magnetic means under Article 70, paragraph (2) of the Act in lieu of the delivery) of voting forms under paragraph (1) of that Article to the shareholder.

(Relationships That Allow Substantial Control)

Article 12Where a 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. which is a shareholder at incorporation of the stock company after formation (including voting rights which cannot be exercised pursuant to the provisions of Article 308, paragraph (1) of the Act or other equivalent laws and regulations other than the Act (including laws and regulations of foreign countries); but excluding voting rights in relation 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 appointment of officer, etc. (excluding financial auditor) and changes to the articles of incorporation (including proposals equivalent to the relevant proposals)), the shareholder at incorporation prescribed in Ministry of Justice Order as provided in Article 72, paragraph (1) of the Act is deemed to be the company, etc. which is the shareholder at incorporation of the stock company after formation (excluding the shareholder at incorporation if a party other than the shareholder at incorporation cannot exercise a voting right for a proposal (limited to cases if the proposal is resolved) at the organizational meeting).

(Time Limit on Exercising Voting Rights in Writing)

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

(Time Limit on Exercising Voting Rights by Electronic or Magnetic Means)

Article 14The time prescribed by Ministry of Justice Order as provided 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 Ministry of Justice Order as provided in Article 78 of the Act are as follows:

(i)if conducting an investigation is needed in order to provide an explanation of the matters for which a shareholder at incorporation has sought an explanation (excluding as follows):

(a)if the shareholder at incorporation provided notice of the matter to the incorporator in a reasonable period of time prior to the day of the organizational meeting;

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

(ii)if explaining the matter about which a shareholder at incorporation sought an explanation would infringe upon the rights of the stock company or another corporation after their formation (excluding the shareholder at incorporation);

(iii)if a shareholder at incorporation repeatedly seeks an explanation regarding in essence the same matter at the organizational meeting;

(iv)beyond the cases set forth in the preceding three items, if justifiable grounds exist for not explaining a matter for which a shareholder at incorporation has sought an explanation.

(Minutes of Organizational Meetings)

Article 16(1)The preparation of minutes of organizational meetings under Article 81, paragraph (1) of the Act is governed by the provisions of this Article.

(2)Minutes of organizational meetings must be prepared in writing or as electronic or magnetic records (meaning electronic or magnetic records as provided in Article 26, paragraph (2) of the Act; the same applies hereinafter except in Part VII, Chapter IV, Section 2).

(3)Minutes of organizational meetings must include the following:

(i)the date, time, and place where the organizational meeting was held;

(ii)a summary of the progress of the agenda of the organizational meeting and the results thereof;

(iii)the names of the incorporators, directors at incorporation, executive officers at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation or other directors at incorporation), accounting advisor at incorporation, company auditor at incorporation, and financial auditor at incorporation in attendance at the organizational meeting;

(iv)the name of the chairperson of the organizational meeting, if any;

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

(4)In the cases set forth in the following items, the minutes of the organizational meeting are to include the particulars prescribed in each of the following items:

(i)if 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:

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

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

(c)the date on which the resolution is deemed to have been made at the organizational meeting;

(d)the name of the incorporator performing duties in relation to preparation of the minutes;

(ii)if a report is deemed to have been made to the organizational meeting pursuant to the provisions of Article 83 of the Act: the following:

(a)the content of the particulars 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 in relation to preparation of the minutes.

(Organizational Meetings of Class Shareholders)

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

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

(ii)Article 10: reference documents for an organizational meeting of class shareholders;

(iii)Article 11: voting forms for an organizational meeting of class shareholders;

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

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

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

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

(viii)the preceding Article: preparation of minutes under Article 81, paragraph (1) 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 Ministry of Justice Order 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 under 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 appointment of directors at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, directors at incorporation who are audit and supervisory committee members at incorporation or other directors at incorporation; hereinafter the same applies in this Article) at an organizational meeting under the same paragraph that directors at incorporation will be elected pursuant to the provisions of Article 89, paragraph (3) through paragraph (5).

(3)In the case set forth in Article 89, paragraph (4) of the Act, if, in electing directors at incorporation at an organizational meeting under paragraph (1) of that Article, it is not possible to reach the number to be determined at the organizational meeting through the election of the directors at incorporation in the order of the number of votes obtained by the respective candidates due to the fact that two or more candidates have obtained the same number of votes, the number of directors at incorporation can be less than the determined number, within the scope of the number to be determined through the election of the directors at incorporation in the order of the number of votes obtained by the respective candidates.

(4)In the case as provided in the preceding paragraph, directors at incorporation in the number obtained by subtracting the number of those regarded as having 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 are elected by a resolution at the organizational meeting, without complying with the provisions of paragraph (3) and paragraph (4) of that Article.

(Incorporators Liable for Disguising the Performance of Payment)

Article 18-2The persons prescribed by Ministry of Justice Order as provided in Article 103, paragraph (2) of the Act are the following persons:

(i)incorporators and directors at incorporation performing duties related to disguising of payment (meaning the payment under Article 63, paragraph (1) of the Act; the same applies in the following item);

(ii)if payment is disguised pursuant to a resolution at the organizational meeting, the following persons:

(a)incorporators who submit proposals related to the disguising of payment at the organizational meeting;

(b)incorporators who consent to adoption of the proposal submission of (a);

(c)incorporators and directors at incorporation who deliver explanations regarding matters related to the disguising of payment at the organizational meeting.

Chapter II Shares

Section 1 General Provisions

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

Article 19Matters prescribed by Ministry of Justice Order as provided in Article 108, paragraph (2), item (ix), (d) of the Act are as follows:

(i)if directors (in the case of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors) may be elected at a general meeting of class shareholders made up of class shareholders of the relevant class of shares, the following:

(a)if outside directors (in the case of a company with audit and supervisory committee, outside directors who are audit and supervisory committee members or other outside directors; the same applies in (a) and (b)) 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)if 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 relevant other class shareholders, and the number of outside directors to be elected jointly;

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

(ii)if 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:

(a)if 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)if 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;

(Features of Classes of Shares)

Article 20(1)The matters prescribed by Ministry of Justice Order as provided in Article 108, paragraph (3) of the Act are, among the features of the classes of shares that differ from those prescribed in each of the following items, those whose features are other than those set forth in each of the following items:

(i)dividends from surplus: dividend property classes;

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

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

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

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

(a)the particulars set forth in Article 107, paragraph (2), item (ii), (a) of the Act;

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

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

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

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

(c)the particulars set forth in Article 107, paragraph (2), item (iii), (c) (excluding those prescribed in accordance with the number of shares of the class held by the shareholder);

(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 such stock company will acquire the entirety of such class of shares by resolution at a shareholders meeting: the particulars set forth in Article 108, paragraph (2), item (vii), (a) of the Act;

(viii)regarding 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 a board of liquidators) that require, in addition to such resolution, a resolution at a general meeting of class shareholders made up of the class shareholders of such class of shares: the particulars set forth in Article 108, paragraph (2), item (viii), (a) of the Act;

(ix)that directors (in the case of a company with audit and supervisory committee, directors who are audit and supervisory committee members or other directors) or company auditor is to be elected at a general meeting of class shareholders made up of the class shareholders of the class of shares: the particulars set forth in Article 108, paragraph (2), item (ix), (a) and (b) of the Act.

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

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

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

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

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

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

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

(Directors Liable for the Furnishing of Benefits)

Article 21The persons prescribed by Ministry of Justice Order as provided in Article 120, paragraph (4) of the Act are as follows:

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

(ii)if benefits are furnished pursuant to a resolution of the board of directors, the following persons:

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

(b)directors and executive officers who submitted proposals related to the furnishing of benefits at a board of directors meeting;

(iii)if the benefits were furnished pursuant to a resolution at a shareholders meeting, the following persons:

(a)directors who submitted proposals at the shareholders meeting related to the benefits being furnished;

(b)directors who agreed to adopt the proposal to submit (a) (excluding directors of a company with board of directors);

(c)if the proposal to submit (a) is made pursuant to a resolution of the board of directors, the directors who approved the resolution at the board of directors meeting;

(d)directors and executive officers who provided an explanation at the shareholders meeting regarding particulars related to the furnishing of benefits.

Section 2 Transfer of Shares

(Demand for Entry of Information in a Shareholder Register)

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

(i)if an acquirer of shares obtains a final and binding judgment against a person who is stated or recorded in the shareholder register as a shareholder or a general successor of that person ordering that a demand be made under Article 133, paragraph (1) of the Act in relation to the shares acquired by the acquirer of shares, if a demand is made by providing documents or other materials certifying the content of the final and binding judgment;

(ii)if 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 of the preceding item;

(iii)if an acquirer of shares is a designated purchaser, if 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)if an acquirer of shares is a person who has acquired shares of the stock company by general succession, if a demand is made by providing documents or other materials certifying the general succession;

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

(vi)if the acquirer of shares is a person who has acquired the entirety of the shares subject to a cash-out issued by the stock company based on a demand to cash out, when the acquirer of shares makes the demand;

(vii)if the acquirer of shares is a company that acquired the entirety of the issued shares of the stock company by share exchange (including share exchange on entity conversion), when the acquirer of shares makes the demand;

(viii)if the acquirer of shares is a stock company that acquired the entirety of the issued shares of the stock company by share transfer (including share transfer on entity conversion), when the acquirer of shares makes the demand;

(ix)if the acquirer of shares is a person who has acquired shares referred to in Article 197, paragraph (1) of the Act, when a demand is made by providing documents or other materials certifying that the entirety of the price in relation to the sale has been paid under paragraph (2) of that Article;

(x)if the acquirer of shares is a registrant of a lost share certificate, when the demand is made, on or after the day on which one year has elapsed from the day following the day of registration of the lost share certificate by the acquirer of shares (excluding cases if the registration of the lost share certificate has been canceled prior to the relevant date);

(xi)if the acquirer of shares is a person who has acquired shares in relation to a sale under Article 234, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act), when a demand is made by providing documents or other materials certifying that the entirety of the price in relation to the sale has been paid.

(2)Notwithstanding the provisions of the preceding paragraph, if a stock company is a company issuing share certificates, the cases prescribed by Ministry of Justice Order as provided in Article 133, paragraph (2) of the Act are as follows:

(i)if the acquirer of shares presents the share certificates when making a demand;

(ii)if the acquirer of shares is a person who has acquired the entirety of the shares subject to a cash-out issued by the stock company based on a demand to cash out, and the acquirer of shares makes the demand;

(iii)if the acquirer of shares is a company that acquired the entirety 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;

(iv)if the acquirer of shares is a stock company that acquired the entirety 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;

(v)if an acquirer of shares is a person who has acquired shares referred to in Article 197, paragraph (1) of the Act, if a demand is made by providing documents or other materials certifying that the entirety of the price in relation to the auction under that paragraph or the sale in relation to the provisions of paragraph (2) of that Article has been paid;

(vi)if an acquirer of shares is a person who has acquired shares in relation to an auction under Article 234, paragraph (1) or Article 235, paragraph (1) of the Act, or a sale under Article 234, paragraph (2) of the Act (including as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act), if a demand is made by providing documents or other materials certifying that the entirety of the price in relation to the auction or the sale has been paid.

(Acquisition of Parent Company Shares by a Subsidiary Company)

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

(i)if a subsidiary company is allotted the parent company 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)if a subsidiary company is allotted the parent company 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 laws and regulations other than the Act);

(iii)if a subsidiary company is allotted the parent company shares in exchange for treasury shares it holds, on the occasion of a share transfer (including acts equivalent to share transfers pursuant to laws and regulations other than the Act);

(iv)if a subsidiary company is allotted the parent company shares on the occasion of a share delivery (including acts equivalent to share deliveries pursuant to laws and regulations other than the Act) by another corporation, etc.;

(v)if a subsidiary company acquires the parent company shares without contribution;

(vi)if the parent company shares are delivered to the subsidiary company through a distribution of dividends from surplus or residual assets (including equivalent acts) by another corporation, etc. on the shares of the relevant other corporation, etc. that the subsidiary company holds;

(vii)if the parent company shares are delivered to the subsidiary company in exchange for the shares of another corporation, etc. that the subsidiary company holds, on the occasion of the following acts by that other corporation, etc. with respect to the shares of that other corporation, etc.:

(a)entity conversion;

(b)merger;

(c)share exchange (including acts equivalent to share exchanges pursuant to laws and regulations other than the Act);

(d)share transfer (including acts equivalent to share transfers pursuant to 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);

(viii)if parent company shares are delivered in exchange for the acquisition of share options, etc. in another corporation, etc. that the subsidiary company holds in accordance with the provisions of those share options, etc., and the subsidiary company is delivered those parent company shares;

(ix)if, in order for a person who is a subsidiary company under Article 135, paragraph (1) of the Act (excluding a company) to deliver its parent company shares as consideration on the occasion of the following acts, the parent company shares are acquired in a range not exceeding the total number of the parent company shares to be delivered as 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 the entirety 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;

(x)if the entirety of the business of any other corporation, etc. (excluding a company and foreign companies) is assigned, and parent company shares held by the relevant other corporation, etc. are assigned;

(xi)a case of succeeding to parent company shares by a corporation, etc. that disappears after a merger (excluding a company);

(xii)a case of succeeding to parent company shares by any other corporation, etc. (excluding a company) due to acts equivalent to an absorption-type company split or an incorporation-type company split;

(xiii)a case where parent company shares are assigned from another subsidiary company of a stock company issuing the parent company shares (limited to a company to which consolidated dividend regulations apply);

(xiv)if acquiring parent company shares is necessary and indispensable in order to achieve the purpose of exercising those rights (excluding the cases set forth in the preceding items).

(Request for Approval by Acquirers of Shares)

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

(i)if an acquirer of shares obtains a final and binding judgment against a person who is stated or recorded in the shareholder register as a shareholder or a general successor of that person ordering that a demand be made under Article 137, paragraph (1) of the Act in relation to the shares acquired by the acquirer of shares, the time when the demand is made by providing documents or other materials certifying the content of the final and binding judgment;

(ii)if the acquirer of shares makes a demand by providing documents or other materials certifying content that has the same effect as the final and binding judgment of the preceding item;

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

(iv)if the acquirer of shares is a company that acquired the entirety of the shares of the stock company by share exchange on entity conversion, and the acquirer of shares makes the demand;

(v)if the acquirer of shares is a stock company that acquired the entirety 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;

(vi)if the acquirer of shares is a person who has acquired shares referred to in 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 in relation to the sale has been paid under paragraph (2) of that Article;

(vii)if the acquirer of shares is a registrant of a lost share certificate, when the demand is made, on or after the day on which one year has elapsed from the day following the day of registration of the lost share certificate by the acquirer of shares (excluding cases where the registration of the lost share certificate has been canceled prior to the date);

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

(i)if the acquirer of shares presents the share certificates when making a demand;

(ii)if the acquirer of shares is a company that acquired the entirety of the shares of the stock company by share exchange on entity conversion, and the acquirer of shares makes the demand;

(iii)if the acquirer of shares is a stock company that acquired the entirety 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)if an acquirer of shares is a person who has acquired the shares referred to in 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 in relation to the auction under that paragraph or the sale in relation to the provisions of paragraph (2) of that Article has been paid;

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

(The Amount of Net Assets Per Share)

Article 25(1)The method prescribed by Ministry of Justice Order as provided in Article 141, paragraph (2) of the Act is that for valuing the amount of net assets per share of the shares using 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 if the stock company is a liquidating stock company on the calculation reference date, the phrase "reference net assets amount" in that 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 phrase "reference net assets amount" as provided in paragraph (1) means an amount obtained by subtracting the amount set forth in item (viii) from the total amount of the amounts set forth in item (i) through item (vii) (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 as provided in Article 446 of the Act;

(v)the amount of valuation and translation differences, etc. on the last day of the most recent business year (in the case as provided in Article 461, paragraph (2), item (ii) of the Act, the period under Article 441, paragraph (1), item (ii) of the Act (if two or more of the periods exist, the period with the latest last day)) (if there is no most recent business year, the day of formation of the stock company);

(vi)book value of share award rights;

(vii)book value of share options;

(viii)total book value of treasury shares and the stock company's own share options.

(4)The phrase "the minimum number of shares" provided in paragraph (1) means the number prescribed in the respective items below, in accordance with the categories of cases set forth in each of the items:

(i)if the company is not a company with class shares: the total number of issued shares (excluding treasury shares);

(ii)if 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 in relation to the class of shares.

(5)The phrase "share coefficient" provided in paragraph (1) and item (ii) of the preceding paragraph means 1 (for a company with class shares, if a number other than 1 is prescribed in order for one share of a certain class to be treated as a number of shares differing from 1 in relation to the application of paragraph (1) and the preceding paragraph with regard the class of shares in the articles of incorporation, the number).

(6)The phrase "calculation reference date" as provided in paragraph (2) and paragraph (3) means the date prescribed in the following items if the amount of net assets per share as provided in the provisions set forth in each of those items is calculated:

(i)Article 141, paragraph (2): the date of notice under paragraph (1) of that Article;

(ii)Article 142, paragraph (2): the date of notice under paragraph (1) of that Article;

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

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

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

(vi)Article 193, paragraph (5): the date of demand under 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 for the sale of shares of less than one unit;

(viii)Article 283, item (ii): the date of exercising the share option;

(ix)Article 796, paragraph (2), item (i), (a): the date on which the absorption-type merger agreement, the absorption-type company split agreement, or the share exchange agreement was concluded (if a differing time is specified by the agreement for the date of concluding the agreement (limited to the time from the date on which the agreement is concluded until immediately before the time when the absorption-type merger, absorption-type company split, or share exchange takes effect), that time);

(x)Article 816-4, paragraph (1), item (i), (a) of the Act: The date on which the share delivery plan was prepared (if a different time from the day on which the share delivery plan was prepared is specified by the share delivery plan (limited to the time from the date the share delivery plan is prepared until immediately before the time the share delivery takes effect), that time);

(xi)Article 33, item (ii): the date of demand under the main clause of Article 166, paragraph (1) of the Act.

(Cases Where Approval Is Imputed)

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

(i)if notice is given under Article 141, paragraph (1) of the Act within 40 days from the date of notification under Article 139, paragraph (2) of the Act (if a shorter period that falls below this is prescribed in the articles of incorporation, that period of time), if the document referred to in paragraph (2) of that Article is not delivered to the requester for approval of transfer within the period of time (excluding a case where a designated purchaser gives notice under Article 142, paragraph (1) of the Act within ten days from the date of notice under Article 139, paragraph (2) of the Act (if a shorter period that falls below this is prescribed by the articles of incorporation, that period of time));

(ii)if a designated purchaser gives notice under Article 142, paragraph (1) of the Act within ten days from the date of notice under Article 139, paragraph (2) of the Act (if a shorter period that falls below this is prescribed in the articles of incorporation, that period of time), if the document referred to in paragraph (2) of that Article is not delivered to the requester for approval of transfer within the period of time;

(iii)if 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

(Cases Where Treasury Shares Can Be Acquired)

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

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

(ii)if a 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 from surplus or residual assets (including equivalent acts) on the shares of the relevant other corporation, etc.;

(iii)if a 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 conducted by the relevant other corporation, etc. with respect to the shares thereof:

(a)entity conversion;

(b)mergers;

(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)if based on the provisions of the share options, etc. of another corporation, etc. in which the stock company holds share options, etc., the stock company's shares are to be delivered by the relevant other corporation, etc., in exchange for that other corporation, etc. acquiring share options, etc. in that other corporation, etc., and the stock company has been delivered the shares;

(v)if a stock company acquires shares in itself response to a share purchase demand as provided in the provisions of Article 116, paragraph (5), Article 182-4, paragraph (4), Article 469, paragraph (5), Article 785, paragraph (5), Article 797, paragraph (5), Article 806, paragraph (5), or Article 816-6, paragraph (5) of the Act (including the cases if these provisions are applied mutatis mutandis pursuant to other laws and regulations with regard to stock companies);

(vi)if a stock company succeeds to shares in itself from a corporation, etc. that disappears after a merger (excluding a company);

(vii)if a 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;

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

(Period of Notification When Acquiring Treasury Shares from Specific Shareholders)

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

(i)if the time to dispatch notice under 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)if the time to dispatch notice under 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)when the shareholders meeting is held without the procedures for convocation pursuant to the provisions of Article 300 of the Act: one week before the date of the shareholders meeting.

(Period for Requesting Addition of Proposals)

Article 29The time prescribed by Ministry of Justice Order as provided in Article 160, paragraph (3) of the Act is five days before the date of the shareholders meeting under Article 156, paragraph (1) of the Act (if the articles of incorporation prescribe a shorter period of time, that period of time); provided, however, that in the cases set forth below, the time is three days before (if 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 Ministry of Justice Order as provided in Article 161 of the Act is that of making whichever is larger between the following amounts the price of the shares prescribed in that Article:

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

(ii)if the 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 in relation to the tender offer, etc. on that date.

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

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

(i)the closing price in the market on which the shares are traded on the date of the demand under 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)if the shares are the target of a tender offer, etc. on the date of the demand, the price of the shares in the contract in relation to the tender offer, etc. on the date of the demand.

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

Article 32The method prescribed by Ministry of Justice Order as provided in Article 167, paragraph (4) of the Act, as applied mutatis mutandis pursuant to paragraph (3), item (i) of that Article is that of making the price prescribed in each of the following items the price of the assets, in accordance with the categories of assets set forth in each of the items:

(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 under 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 (if 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);

(b)if 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 in relation to the tender offer, etc. on the date of the demand.

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

Article 33The amounts prescribed by Ministry of Justice Order as provided in Article 167, paragraph (3), item (ii) of the Act, as applied mutatis mutandis pursuant to paragraph (4) of that Article are the amounts prescribed in each of the following items, in accordance with the categories of cases set forth below:

(i)if a bond has a fraction: the amount of the bond;

(ii)if a share option has a fraction: the value to be indicated in the account book regarding the share option (if 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)).

(Particulars to Be Disclosed in Advance Regarding Acquisition of Shares Subject to Class-Wide Call)

Article 33-2(1)The matters prescribed by Ministry of Justice Order as provided in Article 171-2, paragraph (1) of the Act are as follows:

(i)matters related to the appropriateness of consideration for acquisition (meaning the consideration for acquisition as provided in Article 171, paragraph (1), item (i) of the Act; hereinafter the same applies in this Article);

(ii)particulars to be referenced regarding consideration for acquisition;

(iii)matters related to financial statements, etc.;

(iv)if a change occurs in the matters set forth in the preceding three items during the interval from after the day on which the documents began to be kept (meaning the earlier of the dates set forth in the items of Article 171-2, paragraph (1) of the Act; the same applies in paragraph (4), item (i)) until the day on which the stock company acquires the entirety of the shares subject to class-wide call, the matters after the change.

(2)The "particulars regarding the appropriateness of consideration for acquisition" as provided in item (i) of the preceding paragraph are particulars regarding the appropriateness of provisions concerning the following particulars and other particulars set forth in Article 171, paragraph (1), item (i) and item (ii) of the Act (if those provisions do not exist, the fact that those provisions do not exist):

(i)particulars regarding the appropriateness of the total number or total amount of consideration for acquisition;

(ii)the reason why the kind of property was selected as consideration for acquisition;

(iii)if the stock company acquiring the shares subject to class-wide call has a parent company, etc., particulars to be given due consideration so as not to harm the interests of shareholders (excluding the parent company, etc.) of the stock company (if those particulars do not exist, that fact);

(iv)if fractions are expected to be handled pursuant to the provisions of Article 234 of the Act, the following particulars:

(a)the following particulars and other particulars regarding the means of the handling:

1.whether the planned handling is that under Article 234, paragraph (1) of the Act or that under paragraph (2) of that Article, and the reasons therefor;

2.if the planned handling is that under Article 234, paragraph (1) of the Act, the prospects for the time for filing a petition for auction (including the judgment of the directors (for a company with a board of directors, the board of directors; the same applies in 3. and 4.) related to the prospects, and the reasons therefor);

3.if the planned handling is that under Article 234, paragraph (2) of the Act (limited to sale through transactions in a market), the prospects for the time of the sale and the time for delivering the proceeds of the sale to the shareholders (including the judgment of the directors related to the prospects, and the reasons therefor);

4.if the planned handling is that under Article 234, paragraph (2) of the Act (excluding sale through transactions in a market), the name of the person that is expected to become the purchaser of the shares relating to the sale, the means by which that person secures the funds for the payment of the price relating to the sale, the appropriateness of that means, and the prospects for the time of the sale and the time for delivering the proceeds of the sale to the shareholders (including the judgment of the directors related to the prospects, and the reasons therefor);

(b)the amount of money that is expected to be delivered to the shareholders through that handling, and particulars regarding appropriateness of that amount.

(3)The "particulars to be referenced regarding consideration for acquisition" in paragraph (1), item (ii) are the particulars prescribed in each of the following items and particulars equivalent thereto, in accordance with the categories of cases set forth below (if consent of all shareholders of the stock company acquiring the shares subject to class-wide call to not state or record all or a portion of these particulars in the document exists, or electronic or magnetic records as provided in Article 171-2, paragraph (1) of the Act, excluding those particulars for which the consent exists):

(i)if all or a portion of the consideration for acquisition is shares of the stock company: the following particulars:

(a)features of the shares;

(b)the following particulars and other particulars regarding the method of conversion of the consideration for acquisition into cash:

1.the market on which the consideration for acquisition is traded;

2.the person acting as intermediary, broker, or agency for trading in the consideration for acquisition;

3.if a restriction exists on the transfer or other disposition of the consideration for acquisition, the content thereof;

(c)if a market price exists for the consideration for acquisition, particulars regarding the price thereof;

(ii)if all or a portion of the consideration for acquisition is shares, equity interest, or the equivalent thereto of a corporation, etc. (excluding shares of the stock company): the following particulars (if the particulars have been indicated in a language other than Japanese, the particulars (excluding names) indicated in Japanese):

(a)the provisions of the articles of incorporation or the equivalent thereto of the corporation, etc.;

(b)if the corporation, etc. is not a company, the content of rights equivalent to the following rights and other rights (excluding those unimportant) in relation to the consideration for acquisition:

1.the right to receive dividends from surplus;

2.the right to receive distributions of residual assets;

3.voting rights at shareholders meetings;

4.if a merger or other acts are carried out, a rightholder's right to demand the purchase of shares held thereby at a fair price;

5.the right to demand to inspect or copy the articles of incorporation or other materials (if the materials have been prepared as electronic or magnetic records, materials that indicate the particulars recorded in the electronic or magnetic records);

(c)if the corporation, etc. is deemed to have provided information using a language other than Japanese to the shareholders, members, or other equivalent persons (hereinafter referred to as "shareholder, etc." in this item), that language;

(d)the total number of voting rights or other equivalent rights projected to be held by shareholders, etc. of the corporation, etc. if a shareholders meeting of the corporation, etc. or a meeting equivalent thereto is deemed to have been held on the day on which the stock company acquires the entirety of the shares subject to class-wide call;

(e)if the corporation, etc. has not been registered (if the corporation, etc. is established under the laws and regulations of a foreign country, limited to registration of a foreign company under Article 933, paragraph (1) of the Act or registration of a foreign corporation under Article 2 of the Act on Registration of Foreign Corporations and Registration of Matrimonial Property Contracts (Act No. 14 of 1898)), the following particulars:

1.the name and address of the person representing the corporation, etc.;

2.the names of the officers of the corporation, etc. (excluding the person referred to in 1. above);

(f)the content of financial statements (if no most recent business year exists, the balance sheet on the day of formation of the corporation etc.) or the equivalent thereto in relation to the most recent business year of the corporation, etc. (if the corporation, etc. is not a company, the equivalent of the most recent business year; hereinafter the same applies in this item) (including a summary of the content of any audit report or other report equivalent thereto if the financial statements or the equivalent have undergone auditing by a company auditor, audit and supervisory committee, audit committee, financial auditor, or the equivalent);

(g)the particulars prescribed below in accordance with the categories of the cases set forth below:

1.if the corporation, etc. is a stock company: content of the business report in relation to the most recent business year of the corporation, etc. (including the content of any audit report if the business report has undergone an audit by a company auditor, audit and supervisory committee, or audit committee);

2.if the corporation, etc. is other than a stock company: A summary of the content of particulars equivalent to the particulars set forth in the items of Article 118 and the items of Article 119 in relation to the most recent business year of the corporation, etc. (including a summary of the content of an audit report or the equivalent thereto, if the particulars have undergone an audit by a company auditor, audit and supervisory committee, audit committee, or the equivalent);

(h)the content of the balance sheets or the equivalent thereto of the corporation, etc. in relation to each business year the last day of which arrived in the past five years (excluding the following business years):

1.the most recent business year;

2.if public notice is given of the content of the balance sheet or the equivalent thereto in relation to a certain business year pursuant to the provisions of laws and regulations (including notices equivalent to the measures of Article 440, paragraph (3) of the Act), the business year;

3.if an annual securities report is submitted to the Prime Minister regarding the content of the balance sheet or the equivalent thereto in relation to a certain business year pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act, the business year;

(i)the particulars set forth in (b) and (c) of the preceding item;

(j)if the consideration for acquisition is eligible for a refund by acquisition of treasury shares, refund of equity interest, or another method equivalent thereto, the particulars regarding procedures therefor;

(iii)if all or a portion of the consideration for acquisition is bonds, share options, or bonds with share options of the stock company: the particulars set forth in (b) and (c) of item (i);

(iv)if all or a portion of the consideration for acquisition is bonds, share options, bonds with share options, or the equivalent thereto of a corporation, etc. (excluding bonds, share options, or bonds with share options of the stock company): the following particulars (if the particulars (excluding names) have been indicated in a language other than Japanese, the particulars indicated in Japanese):

(a)the particulars set forth in (b) and (c) of item (i);

(b)the particulars set forth in (a) and (e) through (h) of item (ii);

(v)if all or a portion of the consideration for acquisition is shares, equity interest, bonds, share options, bonds with share options, or the equivalent thereto and property other than monies of the stock company or another corporation, etc.: the particulars set forth in (b) and (c) of item (i).

(4)The "particulars related to financial statements, etc." as provided in paragraph (1), item (iii) refer to the following:

(i)if disposal of important property, incurrence of major obligations, or any other event that has material impact on the status of company property occurs at the stock company acquiring shares subject to class-wide call (excluding liquidating stock companies; hereinafter the same applies in this paragraph) after the last day of the most recent business year (if no most recent business year exists, the day of formation of the stock company), the content thereof (limited to the content of events occurring after the last day of any new most recent business year if the new most recent business year exists in the interval after the day on which the documents began to be kept, until the day on which the stock company acquires the entirety of the shares subject to class-wide call);

(ii)if the stock company acquiring the shares subject to class-wide call has no most recent business year, the balance sheet on the day of formation of the stock company.

(Particulars for Ex Post Facto Disclosure Regarding Acquisition of Shares Subject to Class-Wide Call)

Article 33-3The particulars prescribed by Ministry of Justice Order as provided in Article 173-2, paragraph (1) of the Act are as follows:

(i)the day on which the stock company acquired the entirety of the shares subject to class-wide call;

(ii)the progress of procedures concerning the request under Article 171-3 of the Act;

(iii)the progress of procedures under Article 172 of the Act;

(iv)the number of shares subject to class-wide call acquired by the stock company;

(v)beyond what is set forth in the preceding items, important particulars regarding acquisition of shares subject to class-wide call.

Section 3-2 Demand for a Share Cash-Out of Special Controlling Shareholders

(Wholly-Owned Subsidiary of a Special Controlling Shareholder)

Article 33-4(1)The corporations prescribed by the Ministry of Justice Order as provided in Article 179, paragraph (1) of the Act are as follows:

(i)the corporation in which the person as provided in Article 179, paragraph (1) of the Act holds all of the equity interests (excluding a stock company);

(ii)the corporation in which the person as provided in Article 179, paragraph (1) of the Act and a specified wholly-owned subsidiary corporation (meaning a stock company in which the person holds the entirety of the issued shares, and the corporation set forth in the preceding item; hereinafter the same applies in this paragraph) or a specified wholly-owned subsidiary corporation holds all of the equity interests.

(2)With regard to the application of the provisions of item (ii) of the preceding paragraph, the corporation set forth in that item is deemed to be a specified wholly-owned subsidiary corporation as provided in that item.

(Particulars Prescribed by Special Controlling Shareholders upon Demand for a Share Cash-Out)

Article 33-5(1)The particulars prescribed by Ministry of Justice Order as provided in Article 179-2, paragraph (1), item (vi) of the Act are as follows:

(i)the means of securing funds for the payment of consideration for cash-out (in the case of making a demand to cash out share options (including the demand under Article 179, paragraph (3) of the Act if share options subject to a demand to cash out share options are attached to bonds with share options; the same applies hereinafter) along with a demand to cash out, consideration for cash-out and consideration for share option cash-out);

(ii)in the case of prescribing trade terms relating to a demand for a share, etc. cash-out beyond the particulars set forth in Article 179-2, paragraph (1), items (i) through (v) of the Act, such trade terms.

(2)The phrase "consideration for cash-out" as provided in item (i) of the preceding paragraph means the money set forth in Article 179-2, paragraph (1), item (ii) of the Act (the same applies in Article 33-7, item (i), (a) and item (ii)).

(3)The phrase "consideration for share option cash-out" as provided in paragraph (1), item (i) means the money set forth in Article 179-2, paragraph (1), item (iv), (b) of the Act (the same applies in Article 33-7, item (i), (a) and item (ii)).

(Particulars to Be Disclosed to Shareholders Subject to a Cash-Out)

Article 33-6The particulars prescribed by Ministry of Justice Order as provided in Article 179-4, paragraph (1), item (i) of the Act are the particulars set forth in paragraph (1), item (ii) of the preceding Article.

(Particulars to Be Disclosed in Advance by the Subject Company)

Article 33-7The particulars prescribed by Ministry of Justice Order as provided in Article 179-5, paragraph (1), item (iv) of the Act are as follows:

(i)the following particulars and other particulars regarding the appropriateness of provisions concerning the particulars set forth in Article 179-2, paragraph (1), items (ii) and (iii) of the Act (in the case of making a demand to cash out share options along with a demand to cash out, concerning the particulars set forth in items (ii) and (iii) and item (iv), (b) and (c) of that paragraph) (including the judgment of the directors (in the case of a company with board of directors, the board of directors; the same applies in the following item and item (iii)) of the subject company related to the appropriateness, and the reasons therefor):

(a)particulars regarding the appropriateness of the total amount of consideration for cash-out (in the case of making a demand to cash out share options along with a demand to cash out, the total amount of consideration for cash-out and the total amount of consideration for share option cash-out);

(b)particulars to be given due consideration so as not to harm the interests of shareholders, etc. subject to a cash-out upon the approval under Article 179-3, paragraph (1) of the Act (if those particulars do not exist, that fact);

(ii)particulars regarding the appropriateness of provisions concerning the particulars set forth in Article 33-5, paragraph (1), item (i) and the prospects for delivery of consideration for cash-out (in the case of making a demand to cash out share options along with a demand to cash out, consideration for cash-out and consideration for share option cash-out) (including the judgment of the directors of the subject company related to the prospects, and the reasons therefor);

(iii)if there are provisions with respect to the particulars set forth in Article 33-5, paragraph (1), item (ii), particulars regarding the appropriateness of the provisions (including the judgment of the directors of the subject company related to the appropriateness, and the reasons therefor);

(iv)the following particulars regarding the subject company:

(a)if disposition of important property, incurrence of major obligations, or any other event that has material impact on the status of company property occurs at the subject company after the last day of the most recent business year (if no most recent business year exists, the day of formation of the subject company), the content thereof (limited to the content of events occurring after the last day of any new most recent business year if the new most recent business year exists in the interval after the earlier of the date of notice under Article 179-4, paragraph (1), item (i) of the Act or the date of public notice under paragraph (2) of that Article (referred to as the "day on which documents began to be kept" in the following item) until the day on which a special controlling shareholder acquires the entirety of shares, etc. subject to a cash-out);

(b)if the subject company has no most recent business year, the balance sheet on the day of formation of the subject company;

(v)if a change occurs in the particulars set forth in the preceding items during the interval from after the day on which the documents began to be kept until the day on which a special controlling shareholder acquires the entirety of shares, etc. subject to a cash-out, the particulars after the change.

(Particulars for Ex Post Facto Disclosure by the Subject Company)

Article 33-8The particulars prescribed by Ministry of Justice Order as provided in Article 179-10, paragraph (1) of the Act are the following:

(i)the day on which a special controlling shareholder acquired the entirety of the shares, etc. subject to a cash-out;

(ii)the progress of procedures concerning the request under Article 179-7, paragraph (1) or (2) of the Act;

(iii)the progress of procedures under Article 179-8 of the Act;

(iv)the number of shares subject to a cash-out which the special controlling shareholder has acquired based on a demand to cash out (if the subject company is a company with class shares, the classes of the shares subject to a cash-out and the number of shares for each class);

(v)the number of share options subject to a cash-out which the special controlling shareholder has acquired based on a demand to cash out share options;

(vi)if the share options subject to a cash-out as provided in the preceding item are attached to bonds with share option, the total of the amounts for each bond with respect to such bonds with share option (limited to those which the special controlling shareholder has acquired based on a demand to cash out);

(vii)beyond what is set forth in the preceding items, important particulars regarding acquisition of shares, etc. subject to a cash-out relating to a demand for a share, etc. cash-out.

Section 3-3 Consolidation of Shares

(Particulars to Be Disclosed in Advance Regarding Consolidation of Shares)

Article 33-9The particulars prescribed by Ministry of Justice Order as provided in Article 182-2, paragraph (1) of the Act are as follows:

(i)the following particulars and other particulars regarding the appropriateness of provisions concerning the particulars set forth in Article 180, paragraph (2), items (i) and (iii) of the Act:

(a)if the stock company consolidating shares has a parent company, etc., particulars to be given due consideration so as not to harm the interests of shareholders (excluding the parent company, etc.) of the stock company (if no such particulars exist, that fact);

(b)if the handling of fractions pursuant to the provisions of Article 235 of the Act is expected, the following particulars:

1.the following particulars and other particulars regarding the means of the handling:

i.whether the planned handling is that under Article 235, paragraph (1) of the Act or that under Article 234, paragraph (2) as applied mutatis mutandis pursuant to paragraph (2) of that Article, and the reasons therefor;

ii.if the planned handling is that under Article 235, paragraph (1) of the Act, the prospects for the time for filing a petition for auction (including the judgment of the directors (for a company with a board of directors, the board of directors; the same applies in iii. and iv.) related to the prospects, and the reasons therefor);

iii.if the planned handling is that under Article 234, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act (limited to sale through transactions in a market), the prospects for the time of the sale and the time for delivering the proceeds of the sale to the shareholders (including the judgment of the directors related to the prospects, and the reasons therefor);

iv.if the planned handling is that under Article 234, paragraph (2) of the Act as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act (excluding sale through transactions in a market), the name of the person that is expected to become the purchaser of the shares relating to the sale, the means by which that person secures the funds for the payment of the price relating to the sale, the appropriateness of that means, and the prospects for the time of the sale and the time for delivering the proceeds of the sale to the shareholders (including the judgment of the directors related to the prospects, and the reasons therefor);

2.the amount of money that is expected to be delivered to the shareholders through that handling, and particulars regarding appropriateness of that amount.

(ii)the following particulars concerning the stock company consolidating shares (excluding liquidating stock companies; hereinafter the same applies in this item):

(a)if disposal of important property, incurrence of major obligations, or any other event that has material impact on the status of company property occurs at the stock company after the last day of the most recent business year (if no most recent business year exists, the day of formation of the stock company), the content thereof (limited to the content of events occurring after the last day of any new most recent business year if the new most recent business year exists in the interval after the day on which the documents began to be kept (meaning the earlier of the dates set forth in the items of Article 182-2, paragraph (1) of the Act; the same applies in the following item) until the day on which the consolidation of shares becomes effective);

(b)if there is no most recent business year for the stock company, the balance sheet on the day of formation of the stock company;

(iii)if a change occurs in the particulars set forth in the preceding two items during the interval from after the day on which the documents began to be kept until the day on which the consolidation of shares becomes effective, the particulars after the change.

(Particulars for Ex Post Facto Disclosure Regarding Consolidation of Shares)

Article 33-10The particulars prescribed by Ministry of Justice Order as provided in Article 182-6, paragraph (1) of the Act are as follows:

(i)the day on which the consolidation of shares became effective;

(ii)the progress of procedures concerning the request under Article 182-3 of the Act;

(iii)the progress of procedures under Article 182-4 of the Act;

(iv)the total number of issued shares (for a company with class shares, issued shares of the classes set forth in Article 180, paragraph (2), item (iii) of the Act) as of the time the consolidation of shares became effective;

(v)beyond what is set forth in the preceding items, important particulars regarding consolidation of shares.

Section 4 Share Units

(Share Units)

Article 34The number prescribed by Ministry of Justice Order as provided 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 Ministry of Justice Order as provided in Article 189, paragraph (2), item (vi) of the Act are as follows:

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

(ii)the right to demand the delivery of documents that contain the information required to be entered in the shareholder register under Article 122, paragraph (1) of the Act (in the case as provided in Article 154-2, paragraph (3) of the Act, including the fact that shares held by the shareholder are included in trust property) or the provision of electronic or magnetic records in which the information required to be entered in the shareholder register is recorded;

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

(iv)the right to make the request under 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)acquisition of the entirety of shares subject to a cash-out based on a demand to cash out;

(c)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;

(d)acquisition of all the issued shares of another stock company in a share exchange or share transfer;

(e)a sale under Article 197, paragraph (2) of the Act;

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

(g)auction;

(v)the right to make the request under Article 137, paragraph (1) of the Act (limited to a request in the case of acquisition on the grounds set forth from (a) through (f) in the preceding item);

(vi)the right to be delivered money which a special controlling shareholder delivers as consideration for acquisition of shares subject to a cash-out based on a demand to cash out;

(vii)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 from surplus;

(e)entity conversion;

(viii)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 after 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 a share exchange;

(d)share transfer: the wholly-owning parent company incorporated in the share transfer.

(2)Notwithstanding the provisions of the preceding paragraph, if a stock company is a company issuing share certificates, the rights prescribed by Ministry of Justice Order as provided in Article 189, paragraph (2), item (vi) of the Act are as follows:

(i)the rights set forth in item (i), item (iii), and items (vi) through (viii) of the preceding paragraph;

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

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

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

(v)the right to make an offer not to possess share certificates under Article 217, paragraph (1) of the Act in cases other than 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 means prescribed by Ministry of Justice Order as provided in Article 193, paragraph (1), item (i) of the Act is that of making whichever is larger between the following amounts the price of the shares prescribed in that item:

(i)the closing price in the market on which the shares are traded on the date of the demand under 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);

(ii)if the shares are the target of a tender offer, etc. on the date of the demand, the price of the shares in the contract in relation 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 Ministry of Justice Order as provided 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 making whichever is larger between the following amounts the price of the shares in relation to the demand for the sale of shares of less than one unit:

(i)the closing price in the market on which the shares are traded on the date of the demand for the sale of shares of less than one unit (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)if the shares are the target of a tender offer, etc. on the date of the demand, the price of the shares in the contract in relation 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 means prescribed by Ministry of Justice Order as provided in Article 197, paragraph (2) of the Act is that of making the amount as provided in each of the following items the price of the shares prescribed in that paragraph, in accordance with the categories of cases set forth below:

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

(ii)in cases other than the case set forth 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);

(b)if the shares are the target of a tender offer, etc. on the date of the sale, the price of the shares in the contract in relation to the tender offer, etc. on the date of the sale.

(Particulars to Be Disclosed)

Article 39The particulars prescribed by Ministry of Justice Order as provided in Article 198, paragraph (1) of the Act are as follows:

(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 the holder 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);

(iv)if share certificates are issued for shares subject to auction, the serial number of the share certificates.

Section 6 Issuance of Shares for Subscription

(Cases Where Notice of Subscription Requirements Is Not Required)

Article 40The cases prescribed by Ministry of Justice Order as provided in Article 201, paragraph (5) of the Act are cases if a stock company reports or submits the following documents (limited to documents that have as their content particulars equivalent to the subscription requirements as provided in that paragraph) pursuant to the provisions of the Financial Instruments and Exchange Act (including cases if the particulars to be stated in the documents are provided by electronic or magnetic means pursuant to the provisions of that Act) by two weeks prior to the day as provided in paragraph (3) of that Article of the Act, and are the times at which the Prime Minister provides the documents for public inspection continuously from the day two weeks before the day to the day pursuant to the provisions of that Act:

(i)the registration statement under Article 5, paragraph (1) of the Financial Instruments and Exchange Act in cases from Article 4, paragraph (1) through paragraph (3) of that Act in which reports are to be filed (including amendment statements);

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

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

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

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

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

(Particulars to Be Disclosed to Persons Who Wish to Make an Offer)

Article 41The particulars prescribed by Ministry of Justice Order as provided in Article 203, paragraph (1), item (iv) of the Act are as follows:

(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)if the particulars set forth in the items under Article 107, paragraph (1) are prescribed as the features of shares issued by a stock company (excluding company with class shares), the features of the shares;

(iii)if a stock company (limited to a company with class shares) is required to issue shares of differing features for the particulars set forth in the items of Article 108, paragraph (1) of the Act, the features of each class of shares (if the articles of incorporation contain provisions regarding a class of shares under paragraph (3) of that Article, if 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)if the articles of incorporation contain provisions regarding share units, those share units (for a company with class shares, the share units for each class of shares);

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

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

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

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

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

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

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

(vi)if 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;

(vii)if the articles of incorporation contain provisions to the effect that measures for electronic provision is to be taken, those provisions;

(viii)particulars as provided in the articles of incorporation (excluding particulars set forth from Article 203, paragraph (1), item (i) through item (iii) of the Act and in each of the preceding items) of which persons who wish to make an offer to the stock company to subscribe for shares for subscription request notice from the relevant persons.

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

Article 42The cases prescribed by Ministry of Justice Order as provided in Article 203, paragraph (4) of the Act are as follows: in which the stock company provides the particulars set forth in each item of that paragraph to persons who wish to make the offer under paragraph (1) of that Article:

(i)if the stock company provides particulars to be stated in the prospectus pursuant to the provisions of the Financial Instruments and Exchange Act by electronic or magnetic means;

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

(Particulars to Be Disclosed to Shareholders)

Article 42-2The particulars prescribed by Ministry of Justice Order as provided in Article 206-2, paragraph (1) of the Act are as follows:

(i)the name and address of the special subscriber (meaning the special subscriber as provided in Article 206-2, paragraph (1) of the Act; hereinafter the same applies in this Article);

(ii)the number of voting rights that the special subscriber (including its subsidiaries, etc.; the same applies in items (v) and (vii)) will hold if the special subscriber becomes a holder of shares for subscription that the special subscriber subscribed;

(iii)the number of voting rights relating to the shares for subscription under the preceding item;

(iv)the number of voting rights of all shareholders if all subscribers of shares for subscription become shareholders of the shares for subscription that they subscribed;

(v)the judgment of the board of directors related to allotment of shares for subscription to the special subscriber or the execution of a contract under Article 205, paragraph (1) of the Act with the special subscriber, and the reasons therefor;

(vi)in the case of a stock company which has outside directors, if the judgment of the board of directors under the preceding item differs from the opinion of the outside directors, such opinion;

(vii)the opinion of the company auditors, audit and supervisory committee, or audit committee related to allotment of shares for subscription to the special subscriber or the execution of a contract under Article 205, paragraph (1) of the Act with the special subscriber.

(Cases Where Notice to Shareholders Is Not Required)

Article 42-3The cases prescribed by Ministry of Justice Order as provided in Article 206-2, paragraph (3) of the Act are cases if a stock company reports or submits the documents set forth in the items of Article 40 (limited to documents that have as their content particulars equivalent to the particulars set forth in the items of the preceding Article) pursuant to the provisions of the Financial Instruments and Exchange Act (including cases if the particulars to be stated in the documents are provided by electronic or magnetic means pursuant to the provisions of that Act) by two weeks prior to the day as provided in Article 206-2, paragraph (1) of the Act, and are the times at which the Prime Minister provides the documents for public inspection continuously from the day two weeks before the day to the day pursuant to the provisions of the Financial Instruments and Exchange Act.

(First Day of the Period for Giving Notice of Opposition If Notice to Shareholders Is Not Required)

Article 42-4The day prescribed by Ministry of Justice Order as provided in Article 206-2, paragraph (4) of the Act is the day on which a stock company reports or submits the documents under the preceding Article (in the case of providing the particulars to be stated in the documents by electronic or magnetic means pursuant to the provisions of the Financial Instruments and Exchange Act, provides the particulars) pursuant to the provisions of that Act.

(Directors Liable for Disguising Performance of Contributions)

Article 46-2The persons prescribed by Ministry of Justice Order as provided in Article 213-3, paragraph (1) of the Act are as follows:

(i)directors and executive officers performing duties related to disguising of performance of contributions (meaning the performance of contributions as provided in Article 208, paragraph (3) of the Act; hereinafter the same applies in this Article);

(ii)if performance of contributions is disguised pursuant to a resolution of the board of directors, the following persons:

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

(b)directors and executive officers who submit proposals regarding disguising of performance of contributions at the board of directors;

(iii)if performance of contributions is disguised pursuant to a resolution at a shareholders meeting, the following persons:

(a)directors who submit proposals regarding disguising of performance of contributions at the shareholders meeting;

(b)directors who consent to adoption of the proposal submission of (a) (excluding directors of a company with board of directors);

(c)if the proposal submission of (a) is made pursuant to a resolution of the board of directors, directors who approved the resolution of the board of directors;

(d)directors and executive officers who deliver explanations regarding particulars regarding disguising the performance of contributions at the shareholders meeting.

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

Article 43The means prescribed by Ministry of Justice Order as provided in Article 207, paragraph (9), item (iii) of the Act is that of making whichever is larger between the following amounts the price of securities prescribed in that 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) (if there is no sales transaction on the date of value determination, or if the date of value determination falls on a holiday for the relevant market, the execution price of the first sales transaction after that point);

(ii)if the securities are the target of a tender offer, etc. on the date of value determination, the price of the securities in the contract in relation to the tender offer, etc. on the date of value determination.

(Directors Liable in Case of Shortfall in Value of Property Contributed)

Article 44The persons prescribed by Ministry of Justice Order as provided in Article 203, paragraph (1), item (i) of the Act are as follows:

(i)directors and executive officers performing duties regarding 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)if 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 particulars regarding value of the properties contributed in kind at the shareholders meeting;

(iii)if the board of directors has passed a resolution regarding determination of the value of properties contributed in kind, the directors who approved the resolution of the board of directors meeting.

Article 45The persons prescribed by Ministry of Justice Order as provided in Article 203, paragraph (1), item (ii) of the Act are as follows:

(i)directors who proposed 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 of the preceding item (excluding directors of a company with board of directors);

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

Article 46Those prescribed by Ministry of Justice Order as provided in Article 213, paragraph (1), item (iii) of the Act are directors and executive officers who proposed 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 a Lost Share Certificate)

Article 47(1)Any request under Article 223 of the Act (hereinafter referred to as a "request for the registration of a lost share certificate" in this Article) must be made pursuant to the provisions of this Article.

(2)The request for registration of a lost share certificate must disclose the name and address of the person who is requesting the registration of the lost share certificate (in the following paragraph, referred to as a "person requesting registration of a lost share certificate") as well as the serial number of the lost share certificate.

(3)If a person requesting the registration of a lost share certificate wishes to request the registration of a lost share certificate, that person must provide the stock company with the materials prescribed in each of the following items, in accordance with the categories of cases set forth below:

(i)if the person requesting the registration of a 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 in relation to the share certificates: material certifying the fact of the loss of a share certificate;

(ii)in cases other than the case set forth in the preceding item: materials set forth as follows:

(a)materials certifying that the person requesting the registration of the lost share certificate possessed the share certificate in relation to the request for the registration of a 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 in relation to the share certificate;

(b)materials certifying the fact of the loss of a share certificate.

(4)Regarding the application of the provisions of item (ii) of the preceding paragraph if the share certificate in relation to the registration of a lost share certificate is related to shares for which the provisions of Article 121, item (iii) of the Act are not applied due to the provisions of Article 2 of the Cabinet Order Prescribing Transitional Measures that Accompany the Enforcement of the Act on the Arrangement of Relevant Acts Incidental to the Enforcement of the Companies Act, (Cabinet Order No. 367 of 2005), the word "following" in that item is replaced by "in (b)".

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

Article 48An application under 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 a Lost Share Certificate)

Article 49An application under Article 226, paragraph (1) of the Act must disclose the name and address of the registrant of the lost share certificate who is filing the application, as well as the serial number of the share certificate registered as a lost share certificate.

Section 8 Miscellaneous Provisions

(Market Price in the Case of Treatment of Shares with Fractions Resulting from Issue of Shares)

Article 50The means prescribed by Ministry of Justice Order as provided in Article 234, paragraph (2) of the Act is that of making the amounts as provided in each of following items the price of the shares prescribed in that item, in accordance with the categories of cases set forth below:

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

(ii)in cases other than the case set forth 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 (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);

(b)if the shares are the target of a tender offer, etc. on the date of the sale, the price of the shares in the contract in relation to the tender offer, etc. on the date of the sale.

(Market Price in the Case of Handling Bonds with Fractions)

Article 51The means prescribed by Ministry of Justice Order as provided in Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to the provisions of paragraph (6) of that Article is that of making the amount prescribed in each of as follows items the price of the assets sold pursuant to the provisions of paragraph (2) of that Article, as applied mutatis mutandis pursuant to paragraph (6) of that Article, in accordance with the categories of cases set forth below:

(i)if 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 set forth in the preceding item, if 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 that 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);

(iii)in cases other than the case set forth in item (i), if share options (if the share option is attached to a bond with share options, the bond with share options; hereinafter the same applies in this item) are sold: whichever is 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);

(b)if 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 in relation to the tender offer, etc. on the date of the sale.

(Market Price in the Case of Treatment of Shares with Fractions Resulting from a Share Split)

Article 52The means prescribed by Ministry of Justice Order as provided in Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act is that of making the amount prescribed in each of as follows items 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 set forth below:

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

(ii)in cases other than the case set forth in the preceding item: whichever is 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) (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 transactions after that point);

(b)if the shares are the target of a tender offer, etc. on the date of the sale, the price of the shares in the contract in relation to the tender offer, etc. on the date of the sale.

Chapter III Share Options

(Cases Where Notice of Subscription Requirements Is Not Required)

Article 53The cases prescribed by Ministry of Justice Order as provided in Article 240, paragraph (4) of the Act are cases if a stock company reports or submits the following documents (limited to documents having particulars equivalent to subscription requirements as provided in Article 238, paragraph (1) of the Act as the content) pursuant to the provisions of the Financial Instruments and Exchange Act (including cases if the particulars stated in the documents are provided by electronic or magnetic means pursuant to the provisions of that Act) by two weeks prior to the day of allotment (meaning the day of allotment as provided in Article 238, paragraph (1), item (iv) of the Act; the same applies in Article 55-4), and are the times at which the Prime Minister provides the documents for public inspection continuously from the day two weeks before the day of allotment to the day of allotment pursuant to the provisions of the Financial Instruments and Exchange Act:

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

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

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

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

(Particulars Disclosed to Persons Who Wish to Make an Offer)

Article 54The particulars prescribed by Ministry of Justice Order as provided in Article 242, paragraph (1), item (iv) of the Act are as follows:

(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);

(iii)if a stock company (limited to a company with class shares) is required to issue shares of differing features for the particulars set forth in the items of Article 108, paragraph (1) of the Act, the features of each class of shares (if the articles of incorporation contain provisions regarding a class of shares per paragraph (3) of that Article, if the stock company does not prescribe the content of the class of shares based on a provision of the articles of incorporation, an outline of the features of the class of shares);