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Regulations for Enforcement of the Companies Act

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 and 112)

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

Section 11 Insurance Policies Concluded for the Benefit of Officer, etc. (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)

Part I General Provisions

Chapter I General Rules

(Purpose)

Article 1The purpose of this Ministerial Order is to provide matters based on the mandates of the Companies Act (Act No. 86 of 2005; referred to below 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," "partial share exchange," 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, partial share exchange, 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 stated in each of 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 solicited at incorporation" means shares solicited 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)"share certificate-issuing company" means a share certificate-issuing company 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’s shares" means parent company’s 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 for a share cash-out" means a demand for a share 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 for a share option cash-out" means a demand for a share option cash-out 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 less than one unit" means a demand for the sale of shares 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)"date of registration of a lost share certificate" means the date 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 for which a certificate is issued" means a bond with share options for which a certificate is issued 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 an 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, etc." means remuneration, etc. as provided in Article 361, paragraph (1) of the Act;

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

(lxv)"executive officer, etc." 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, etc. indemnification insurance policy" means the officer, etc. indemnification insurance policy as provided in Article 430-3, paragraph (1) of the Act;

(lxix)"provisional account closing date" means the provisional account closing date 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, etc." 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, etc." 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 meeting" means reference documents for creditors meeting 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 bondholders meeting" means reference documents for bondholders 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)"parent company resulting from a partial share exchange" 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, etc." means an action to enforce liability, etc. 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 liability" means the specific liability 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 stated in the following items are as prescribed in each of the following 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 to them;

(iii)"officer" means a company director, accounting advisor, company auditor, executive officer, director, auditor, or any other corporate role equivalent to these;

(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 equivalent legal requirements;

(vi)"executive" means a person stated below:

(a)an executive director, an executive officer, or any other officer executing the operations 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 executes the operations, a person who is to perform the duties under Article 598, paragraph (1) of the Act, or any other person equivalent to these;

(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.the candidate is expected to serve 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.the candidate is expected to be listed 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 equivalent legal requirements;

(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.the candidate is expected to serve as an outside company auditor under Article 335, paragraph (3) of the Act;

2.the candidate is expected to be listed 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 equivalent legal requirements;

(ix)"most recent business year" means the periods provided in (a) or (b) below based on the categories of companies stated in (a) or (b) respectively:

(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 provided in (a) or (b) below based on the categories of companies stated in (a) or (b) respectively:

(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 a stock company, the items stated below:

(a)the balance sheet as of the date of the stock company’s formation;

(b)the financial statements and any detailed statements annexed to them for 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 based on the categories of companies stated in (a) or (b) respectively:

(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 any other right that allows shares or other equity interests in a corporation, etc. to be delivered to a person through the exercise of a share option or another right 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 below));

(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 to that tender offer based on the laws and regulations of a foreign country;

(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 issued for trust property by the trustee of a trust (meaning the trust property as provided in Article 2, paragraph (3) of the Trust Act (Act. No. 108 of 2006); the same applies below);

(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 based on the categories of cases stated in 1. or 2. respectively:

1.if the stock company has a parent company, etc.: the parent company, etc. and the subsidiary companies, etc. (excluding that 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 that stock company;

(b)major trading partners 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 another company, etc. if the first company as provided in that item controls decisions on the financial and business policies of that other 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. if that company, etc. controls decisions on the financial and business policies of a stock company as provided in that item

(3)The phrase "if a company controls decisions on the financial and business policies" as defined in the preceding two paragraphs means the following: (excluding cases where it is found to be apparent that no control is exercised over any decisions on the financial or business policies of another company, etc., from the viewpoint of financial or business relationships; the same applies below 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 the first company, etc. that is an entity other than a company has control); the same applies below in this paragraph) holds in another company, etc. (excluding any of the companies, etc. stated below regarding which no effective parent-subsidiary relationship is found to exist; the same applies below in this paragraph) on its own account to the total number of voting rights of that 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 (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. stated in (a) through (c);

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

(a)that the number of the first company's own voting rights (meaning the total number of the voting rights stated below; the same applies in the following item) in another company, etc. exceeds 50 percent of the total number of voting rights in that other 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 with that company in terms of investment, personnel, funds, technology, transactions, or other circumstances;

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)the number of the following persons (limited to those capable of exercising influence in connection with decisions 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 any other equivalent body of that other company, etc.:

1.an officer of the first company, etc.;

2.a member who executes the operations at the first company, etc.;

3.an employee of the first company, etc.;

4.a person who used to be a person stated in 1. through 3.;

(c)that an agreement, etc. exists under which the first company controls decisions on the important financial and business policies of another 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, or other circumstances) (including guarantees on obligations and provision of collateral; the same applies in (d)) that the first company, etc. carries out in another company, etc. exceeds 50 percent of the total amount of the procured funds of that other company, etc. (limited to funds recorded in the section on liabilities in the balance sheet);

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

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

(4)A subsidiary company under Article 135, paragraph (1) of the Act is deemed to be the stock company 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 decisions on the financial and business policies of that 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 decisions on the financial and business policies of the stock company as provided in (b) of that item.

(3)The phrase "if a company controls decisions on the financial and business policies" as defined in the preceding two paragraphs means the following (excluding cases where it is found to be apparent that no control is exercised over any decisions on the financial or business policies of another company, etc., from the viewpoint of financial or business relationships; the same applies below in this paragraph):

(i)if the ratio of the number of voting rights that the person (including its subsidiary company, etc.; the same applies below in this paragraph) holds in another company, etc. (excluding any of the companies, etc. stated below regarding which no effective parent-subsidiary relationship is found to exist; the same applies below in this paragraph) on its own account to the total number of voting rights of that 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. stated 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 that other company, etc. (excluding the cases stated in the preceding item), and any one of the following requirements is satisfied:

(a)that the number of the person's own voting rights (meaning the total number of the voting rights stated below; the same applies in the following item) in another company, etc. exceeds 50 percent of the total number of voting rights in that 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 with that person in terms of investment, personnel, funds, technology, transactions or other circumstances;

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 decisions 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 any other equivalent body of that other company, etc.:

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

2.an officer of the person;

3.a member who executes operations of the person;

4.an employee of the person;

5.a person who used to be a person stated 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 decisions on the important financial and business policies of another 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 person due to investment, personnel, technology, transactions, or other circumstances 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 that 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 decisions 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 that other company, etc. (including if the person does not hold the voting rights on its own account, and excluding the cases stated in the preceding two items), and if any one of the requirements stated in (b) through (e) of the preceding item is satisfied.

(Special Provisions on Special Purpose Companies)

Article 4Notwithstanding the provisions of Article 3, if any of the requirements stated below are met, 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 operations that are the same as those of a special purpose company for which modifications of the type of business operations have been restricted; the same applies below 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)the special purpose company has been incorporated for the purpose of allowing the owner (including an obligee connected with the specific borrowings as provided in Article 2, paragraph (12) of the Act on Securitization of Assets and an obligee connected with similar borrowings) of the securities (including rights that are to be indicated on the securities) it issues to enjoy the gains generated from the assets that the special purpose company received at a fair price;

(ii)the business operations of the special purpose company are being executed appropriately in accordance with its purpose.

(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 another company, etc. if the first company as provided in item (iii) of that Article controls decisions on the financial and business policies of that other company, etc. (limited to the case 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 imposed in relation 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 method prescribed by Ministry of Justice Order as provided in Article 33, paragraph (10), item (ii) of the Act is to consider the higher of the amounts stated below as 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 date of the certification under Article 30, paragraph (1) of the Act (if there are no purchase and sale transactions on the date, or if the date falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(ii)if the securities are subject to a tender offer, etc. on the date of certification under Article 30, paragraph (1) of the Act, the price of the securities in the contract related 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)an agricultural cooperative or a federation 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)a fishery cooperative, a federation of fishery cooperatives, a fishery processing cooperative, or a federation of fishery processing cooperatives engaged in the business under 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 Fishery Industry Cooperative Act (Act No. 242 of 1948);

(iv)a credit cooperative, or a federation of cooperatives engaged in the business under 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 a federation of Shinkin Banks;

(vi)Labor Bank or the Rokinren Banks;

(vii)the Norinchukin Bank.

(Incorporators to Be Held Liable for Falsifying 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)an incorporator and director at incorporation performing duties related to the falsification of the 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 the performance of contributions is falsified based on a resolution at an organizational meeting, the persons stated below:

(a)an incorporator who submits a proposal related to the falsification of the performance of contributions at an organizational meeting;

(b)an incorporator who consents to the decision to submit the proposal in (a);

(c)an incorporator and director at incorporation who provide explanations regarding matters related to the falsification of the performance of contributions at an organizational meeting.

Section 2 Incorporation through Offering Shares for Subscription

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

Article 8The matters 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 to each incorporator pursuant to the provisions of Article 32, paragraph (1), item (i) of the Act (limited to those for which contributions have been made) and the number of shares solicited at incorporation that each incorporator subscribed for (if the stock company to be incorporated is a company with class shares, the classes and the number of shares per class);

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

(iii)if the articles of incorporation contain provisions indicating that a shareholder register administrator is to be appointed, the name, address, and business office of that administrator;

(iv)matters as provided in the articles of incorporation (excluding the information stated in Article 59, paragraph (1), item (i) through item (iv) of the Act and in the preceding item), regarding which the incorporator has been requested to give a notification by a person who seeks to file an application to subscribe for shares solicited at incorporation.

(Matters Determined in a Calling)

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

(i)if the matters stated in Article 67, paragraph (1), item (iii) or item (iv) are prescribed, the following matters:

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

(b)if the matters stated in Article 67, paragraph (1), item (iii) of the Act are prescribed, the time limit on the exercise of voting rights in writing (limited to a time limit set on or after the date on which two weeks have passed from the date when a notice was issued under Article 68, paragraph (1) of the Act and also on or before the date and time of the organizational meeting);

(c)if the matters stated 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 limit set on or after the date on which two weeks have passed from the date when a notice was issued under Article 68, paragraph (1) of the Act and also 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 stated below in accordance with the categories of cases stated below, if matters regarding treatment of the exercise of voting rights by the shareholder at incorporation are decided (excluding the cases prescribed in the following item) when the content of the exercise of voting rights with respect to the same proposal differs, those matters:

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

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

(ii)if the matters stated in Article 67, paragraph (1), item (iii) and item (iv) are prescribed, the following matters:

(a)if it has been decided that voting forms (meaning the voting forms prescribed in that paragraph; the same applies below in this Section) are to be delivered (including provision by electronic or magnetic means under Article 70, paragraph (2) of the Act in lieu of the delivery) under Article 70, paragraph (1) 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 a single shareholder at incorporation exercises voting rights in duplicate with respect to the same proposal pursuant to the provisions of Article 75, paragraph (1) or Article 76, paragraph (1) of the Act, if matters regarding treatment of the exercise of voting rights by the shareholder at incorporation are decided when the content of the exercise of voting rights with respect to the same proposal differs, those matters;

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

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

(b)amendment of articles of incorporation.

(Reference Documents for Organizational Meetings)

Article 10 (1)The matters 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 a proposal is related to the election of a director at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, excluding a director at incorporation who is audit and supervisory committee member at incorporation), the information as provided in Article 74 regarding the director at incorporation;

(iii)if a proposal is related to the election of a director at incorporation who is audit and supervisory committee member at incorporation, the information as provided in Article 74-3 regarding the director at incorporation who is audit and supervisory committee member at incorporation;

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

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

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

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

(viii)in addition to what is stated in the preceding items, information found to be of reference in the exercise of voting rights by a shareholder at incorporation.

(2)The delivery of the reference documents for an organizational meeting prepared by the incorporator who prescribed the matters stated 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 to be the delivery of the 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 matters to be stated on the voting forms to be delivered pursuant to the provisions of Article 70, paragraph (1) of the Act, or the matters to be stated on the voting forms to be provided by electronic or magnetic means pursuant to the provisions of Article 71, paragraph (3) or paragraph (4) of the Act, are as follows:

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

(a)if a proposal is related to the election of two or more officers, etc. at incorporation: the election of those candidates;

(b)if a proposal is related to the dismissal of two or more officers, etc. at incorporation: the dismissal of those officers, etc. at incorporation;

(ii)if the matters stated in Article 9, item (i), (d) are prescribed, when a voting form lacking an entry in the field under the preceding item has been submitted to the incorporator, the content of the handling of the voting form as to whether it is an indication of manifestation of support, opposition, or abstention regarding each proposal;

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

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

(v)the name of a shareholder at incorporation to exercise voting rights and the number of exercisable voting rights (including matters prescribed in (a) or (b) below in the cases stated in (a) or (b)):

(a)if the number of exercisable voting rights differs for each proposal: the number of voting rights per proposal;

(b)if voting rights cannot be exercised with regard to some proposals: the proposals for which voting rights can be exercised and the proposals for which voting rights cannot be exercised.

(2)If the matters stated 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 deliver (including provision by electronic or magnetic means under Article 70, paragraph (2) of the Act in lieu of the delivery) the voting forms under paragraph (1) of that Article to the shareholder.

(Relationships That Allow Substantial Control)

Article 12If a stock company after its 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 its 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 a foreign country); but excluding voting rights related to shares (including items equivalent to shares) for which voting rights cannot be exercised at shareholders meetings (including callings equivalent to shareholders meetings) for all proposals for the appointment of officers, etc. (excluding a 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 its formation (excluding the shareholder at incorporation if a party other than the shareholder at incorporation cannot exercise their voting rights for a proposal (limited to cases where a proposal is resolved) at the organizational meeting).

(Time Limit on the Exercise of 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 the exercise of voting rights under Article 9, item (i), (b).

(Time Limit on the Exercise of 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 the exercise of voting rights 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 regarding any matters for which a shareholder at incorporation has sought an explanation (excluding the matters stated below):

(a)if the shareholder at incorporation notified the incorporator of the matter within a reasonable period of time before the date of the organizational meeting;

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

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

(iii)if a shareholder at incorporation repeatedly seeks an explanation regarding a matter that is essentially the same at the organizational meeting;

(iv)in addition to the cases stated in the preceding three items, if there are justifiable grounds for not explaining a matter regarding 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 below except in Part VII, Chapter IV, Section 2).

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

(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 of that meeting;

(iii)the names of the incorporator, director at incorporation, executive officer at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, a director at incorporation who is audit and supervisory committee member at incorporation or any other director 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 related to the preparation of the minutes.

(4)In the cases stated in the following items, the minutes of the organizational meeting are to include the matters 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 matters:

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

(b)the name of the person who has proposed the matters in (a);

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

(d)the name of the incorporator who has performed duties related to the 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 matters:

(a)the content of the matters regarding 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 who has performed duties related to the preparation of the minutes.

(Organizational Meetings of Class Shareholders)

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

(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: a shareholder 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 that a director at incorporation will be elected pursuant to the provisions of Article 89, paragraph (3) through paragraph (5) before a resolution is made to appoint a director at incorporation (if the stock company to be incorporated is a company with audit and supervisory committee, a director at incorporation who is audit and supervisory committee member at incorporation or any other director at incorporation; the same applies below in this Article) at an organizational meeting under that paragraph.

(3)In the case stated in Article 89, paragraph (4) of the Act, if, when 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 each candidate 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 each candidate.

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

(Incorporators to Be Held Liable for Falsifying Payments)

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

(i)an incorporator and director at incorporation performing duties related to the falsification of payments (meaning the payment under Article 63, paragraph (1) of the Act; the same applies in the following item);

(ii)if payments are falsified based on a resolution at an organizational meeting, the persons stated below:

(a)an incorporator who submits a proposal related to the falsification of payments at an organizational meeting;

(b)an incorporator who consents to the decision to submit the proposal in (a);

(c)an incorporator and director at incorporation who provide explanations regarding matters related to the falsification of payments at an 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 a director (in the case of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or any other director) may be elected at a general meeting of class shareholders made up of class shareholders that hold shares of the relevant class, the following matters:

(a)if an outside director (in the case of a company with audit and supervisory committee, an outside director who is an audit and supervisory committee member or any other outside director; the same applies in (a) and (b)) is 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 matters stated in (a) or (b), those conditions, and what the matters stated in (a) or (b) would be after the alterations if those conditions were fulfilled;

(ii)if a company auditor may be elected at a general meeting of class shareholders made up of class shareholders that hold shares of the relevant class, the following matters:

(a)if an outside company auditor is 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 related to the matters stated in each of the following items, matters other than those provided for 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 matters stated 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 matters stated in Article 107, paragraph (2), item (i), (a);

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

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

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

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

(a)a statement indicating that the stock company will acquire those shares on the date when 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 matters stated in Article 107, paragraph (2), item (iii), (c) (excluding those prescribed in accordance with the number of shares of the relevant class held by the shareholders);

(d)the kind of property to be delivered to the shareholder of the relevant class in exchange for acquisition of one share of the relevant class;

(vii)that the stock company will acquire all of the shares of the relevant class by making a resolution at a shareholders meeting: the matters stated 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 the resolution at that meeting, a resolution at a general meeting of class shareholders made up of the class shareholders that hold shares of the relevant class: the matters stated in Article 108, paragraph (2), item (viii), (a) of the Act;

(ix)that a director (in the case of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or any other director) or company auditor is to be elected at a general meeting of class shareholders made up of the class shareholders that hold shares of the relevant class: the matters stated in Article 108, paragraph (2), item (ix), (a) and (b) of the Act.

(2)The following matters are 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 to Be Held Liable for the Provision of Economic Benefits)

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

(i)a director and executive officer performing duties related to providing economic benefits (meaning the provision of benefits as provided in Article 120, paragraph (1) of the Act; the same applies below in this Article);

(ii)if economic benefits are provided based on a resolution made by the board of directors, the persons stated below:

(a)a director who approves the resolution of the board of directors;

(b)a director and executive officer who submit a proposal related to the provision of economic benefits at a board of directors meeting;

(iii)if the economic benefits are provided based on a resolution at a shareholders meeting, the persons stated below:

(a)a director who submits a proposal at the shareholders meeting related to the economic benefits being provided;

(b)a director who consents to the decision to submit the proposals in (a) (excluding a director of a company with board of directors);

(c)if the proposals in (a) are submitted based on a resolution of the board of directors, the director who approves the resolution at the board of directors meeting;

(d)a director and executive officer who provide an explanation at the shareholders meeting regarding matters related to the provision of economic 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 has obtained a final and binding judgment against a person who is stated or recorded in the shareholder register as a shareholder or a general successor 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, when a demand is made by providing documents or other materials verifying the content of the final and binding judgment;

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

(iii)if an acquirer of shares is a designated purchaser, when a demand is made by providing documents or other materials verifying that the sale price has been paid in full 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, when a demand is made by providing documents or other materials verifying 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 verifying that the acquisition was done by auction;

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

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

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

(ix)if an 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 verifying that the price related to the sale has been paid in full under paragraph (2) of that Article;

(x)if an acquirer of shares is a registrant of a lost share certificate, when a demand is made on or after the date on which one year has elapsed from the date following the date 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 before the relevant date);

(xi)if an acquirer of shares is a person who has acquired shares related 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 verifying that the price related to the sale has been paid in full.

(2)Notwithstanding the provisions of the preceding paragraph, if a stock company is a share certificate-issuing company, 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 presents the share certificates when making a demand;

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

(iii)if an acquirer of shares is a company that has acquired all of the issued shares of the stock company by share exchange (including share exchange on entity conversion), and the acquirer of shares makes a demand;

(iv)if an acquirer of shares is a stock company that has acquired all of the issued shares of the stock company by share transfer (including share transfer on entity conversion), and the acquirer of shares makes a demand;

(v)if an 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 verifying that the price related to the auction under that paragraph or the sale related to the provisions of paragraph (2) of that Article has been paid in full;

(vi)if an acquirer of shares is a person who has acquired shares related 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), when a demand is made by providing documents or other materials verifying that the price related to the auction or the sale has been paid in full.

(Acquisition of the Parent Company’s 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’s shares at the time 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 laws and regulations of a foreign country; the same applies below in this Article));

(ii)if a subsidiary company is allotted the parent company’s shares in exchange for any treasury shares it holds (including equity interest and other equivalent interests; the same applies below in this Article), at the time 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’s shares in exchange for any treasury shares it holds at the time 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’s shares at the time of a partial share exchange (including acts equivalent to partial share exchanges pursuant to laws and regulations other than the Act) by another corporation, etc.;

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

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

(vii)if the parent company’s shares are delivered to the subsidiary company in exchange for the shares of another corporation, etc. that the subsidiary company holds at the time of any of the following acts by that other corporation, etc. related 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 shares subject to class-wide call (including equivalent shares);

(viii)if the parent company’s 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 parent company’s shares are delivered to the subsidiary company;

(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’s shares as consideration for any of the following acts when those acts take place, the parent company’s shares are acquired without exceeding the total number of the parent company’s shares that are to be delivered as consideration:

(a)entity conversion;

(b)merger;

(c)succession to all or part of the rights and obligations held by any other corporation, etc. holds in relation to the business due to acts equivalent to an absorption-type company split pursuant to laws and regulations other than the Act;

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

(x)if all of the business of any other corporation, etc. (excluding companies and foreign companies) is transferred, and the parent company’s shares held by the relevant other corporation, etc. are transferred;

(xi)if the parent company’s shares from a corporation, etc. that disappears after a merger (excluding a company) are succeeded to;

(xii)if the parent company’s shares from any other corporation, etc. (excluding a company) due to acts equivalent to an absorption-type company split or an incorporation-type company split are succeeded to;

(xiii)if the parent company’s shares are transferred from another subsidiary company of a stock company that issued the parent company’s shares (limited to a company to which consolidated dividend regulations apply);

(xiv)if it is necessary and indispensable for a subsidiary company to acquire the parent company’s shares in order to achieve its purpose through the exercise of its rights (excluding the cases stated in the preceding items).

(Demand 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 has obtained a final and binding judgment against a person who is stated or recorded in the shareholder register as a shareholder or a general successor 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, when a demand is made by providing documents or other materials verifying the content of the final and binding judgment;

(ii)if an acquirer of shares makes a demand by providing documents or other materials verifying the 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, when a demand is made by providing documents or other materials verifying that the acquisition was done by that auction;

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

(v)if an acquirer of shares is a stock company that has acquired all of the issued shares of the stock company by share transfer (including share transfer on entity conversion), and if the acquirer of shares makes a demand;

(vi)if an 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 verifying that the price related to the sale has been paid in full under paragraph (2) of that Article;

(vii)if an acquirer of shares is a registrant of a lost share certificate, when a demand is made on or after the date on which one year has elapsed from the date following the date 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 before the date);

(viii)if an acquirer of shares is a person who has acquired shares related 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 verifying that the price related to the sale has been paid in full.

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

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

(iii)if an acquirer of shares is a stock company that has acquired all of the issued shares of the stock company by share transfer (including share transfer on entity conversion), and the acquirer of shares makes a 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, when a demand is made by providing documents or other materials verifying that the price related to the auction under that paragraph or the sale related to the provisions of paragraph (2) of that Article has been paid in full;

(v)if an acquirer of shares is a person who has acquired shares related 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), when a demand is made by providing documents or other materials verifying that the price related to the auction or the sale has been paid in full.

(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 consists of determining the value of net assets per share of the shares, using the amount obtained by first dividing the reference net assets amount by the minimum number of shares and then multiplying that amount 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 to be replaced with "the 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 the amount obtained is less than zero, then zero)".

(3)The phrase "reference net assets amount" as provided in paragraph (1) means the amount obtained by subtracting the amount stated in item (viii) from the total of the amounts stated in item (i) through item (vii) (if the amount obtained is 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 adjustments 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 there are two or more of those periods, the period the last day of which comes the latest)) (if the most recent business year is not available, the date 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 each of the following items, in accordance with the categories of cases stated in each of the items:

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

(ii)if a 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 corresponding 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 that is not 1 in relation to the application of paragraph (1) and the preceding paragraph with regard to the class of shares in the articles of incorporation, that number).

(6)The phrase "calculation reference date" as provided in paragraph (2) and paragraph (3) means the date prescribed in each of the following items if the amount of net assets per share as provided in the provisions stated 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 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 time other than the date of conclusion of the agreement is specified in the agreement (limited to the period 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 partial share exchange plan was prepared (if a time other than the date on which the partial share exchange plan was prepared is specified in the partial share exchange plan (limited to the period from the date the partial share exchange plan is prepared until immediately before the time when the partial share exchange 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 a stock company gives notice under Article 141, paragraph (1) of the Act within 40 days from the date of notice under Article 139, paragraph (2) of the Act (if a period shorter than 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 specified period of time (excluding cases 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 period shorter than that 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 period shorter than that 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 specified period of time;

(iii)if a 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 to it by another corporation, etc. in which the stock company holds shares (including equity interest and other equivalent interests; the same applies below in this Article), through a distribution of dividends from surplus or residual assets (including equivalent acts) related to the shares of that other corporation, etc.;

(iii)if a stock company's shares are delivered to it by another corporation, etc. in which the stock company holds shares, in exchange for the shares of the relevant other corporation, etc. at the time of any of the following acts conducted by that other corporation, etc. in relation to the shares of them:

(a)entity conversion;

(b)merger;

(c)share exchange (including acts equivalent to share exchange based on laws and regulations other than the Act (including laws and regulations of a foreign country));

(d)acquisition of shares subject to call (including equivalent shares);

(e)acquisition of shares 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 received the shares;

(v)if the stock company acquires its own shares in 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 cases where these provisions are applied mutatis mutandis pursuant to other laws and regulations with regard to stock companies);

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

(vii)if a stock company accepts the transfer of the entire business of another corporation, etc. (excluding companies and foreign companies) and any shares of the stock company that were held by that other corporation, etc.;

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

(Period of Notice 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 for the cases stated in the following items, that time is prescribed in each of the following items:

(i)when 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)when 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 calling a meeting 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 stated in the items of the preceding Article, the time is three days before that date (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 to consider the higher of the following amounts as 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 before the date of resolution under Article 156, paragraph (1) of the Act (if there are no purchase and sale transactions on that date, or if that date falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(ii)if the shares are subject to a tender offer, etc. on the day before the date of resolution under Article 156, paragraph (1) of the Act, the price of the shares in the contract related to the tender offer, etc. on that date.

(Cases Where Fractions Occur in Share Numbers as a Result of Exercise of Shares with Put Options)

Article 31The method prescribed by Ministry of Justice Order as provided in Article 167, paragraph (3), item (i) of the Act is to consider the higher of the following amounts as 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 (referred to below as "date of the demand" in this Article) (if there are no purchase and sale transactions on the date of the demand, or if the date of the demand falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(ii)if the shares are subject to a tender offer, etc. on the date of the demand, the price of the shares in the contract related to the tender offer, etc. on the date of the demand.

(Cases Where Fractions Occur in Bonds with a Market Price Due to Exercise of Shares with Put Options)

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

(i)bonds (excluding bonds with share options; the same applies below 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 (referred to below as "date of the demand" in this Article) (if there are no purchase and sale transactions on the date of the demand, or if the date of the demand falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(ii)share options (if the share options are attached to bonds with share options, the bonds with share options; the same applies below in this item): the larger of 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 are no purchase and sale transactions on the date of the demand, or if the date of the demand falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(b)if the share options are subject to a tender offer, etc. on the date of the demand, the price of the share options in the contract related to the tender offer, etc. on the date of the demand.

(Cases Where Fractions Occur in Bonds with No Market Price Due to Exercise of Shares with Put Options)

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 stated 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 accounting books regarding the share option (if the value cannot be calculated, the amount obtained by subtracting the value of property contributed at the time of 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 the amount obtained is less than zero, then zero)).

(Matters 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 adequacy of the consideration for acquisition (meaning the consideration for acquisition as provided in Article 171, paragraph (1), item (i) of the Act; the same applies below in this Article);

(ii)matters to be referenced regarding the consideration for acquisition;

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

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

(2)The "matters related to adequacy of the consideration for acquisition" as provided in item (i) of the preceding paragraph are matters regarding adequacy of the provisions concerning the following matters and other matters stated 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)matters regarding adequacy of the total number or total amount of the consideration for acquisition;

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

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

(iv)if a fraction is expected to be processed pursuant to the provisions of Article 234 of the Act, the following matters:

(a)the following matters and other matters regarding the processing methods:

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

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

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

4.if the planned processing 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, adequacy of that means, and an estimated time of the sale and time for delivering the proceeds of the sale to the shareholders (including the judgment of the director related to the estimate, and the reasons for that judgment);

(b)the amount of money that is expected to be delivered to the shareholders through that processing, and matters regarding adequacy of that amount.

(3)The "matters to be referenced regarding the consideration for acquisition" in paragraph (1), item (ii) are the matters prescribed in each of the following items and other matters equivalent to those, in accordance with the categories of cases stated below (if all the shareholders of the stock company acquiring the shares subject to class-wide call consent to not stating or recording all or a part of the matters in the document, or electronic or magnetic records as provided in Article 171-2, paragraph (1) of the Act, excluding any matters for which consent has been given):

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

(a)features of the shares;

(b)the following matters and other matters 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 an intermediary, broker, or agency for trading in the consideration for acquisition;

3.if there is a restriction on the transfer or other disposition of the consideration for acquisition, the content of that restriction;

(c)if there is a market price for the consideration for acquisition, matters regarding that market price;

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

(a)the provisions of the articles of incorporation or their equivalents 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 that are not material) related 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, the right to demand the purchase at a fair price of shares held by the holder of the right;

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 matters recorded in the electronic or magnetic records);

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

(d)the total number of voting rights or other equivalent rights projected to be held by the shareholders, etc. of the corporation, etc. if a shareholders meeting of the corporation, etc. or an equivalent meeting is expected to be held on the date on which the stock company acquires all 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 matters:

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 the most recent business year is not available, the balance sheet on the date of formation of the corporation etc.) or matters equivalent to them for 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; the same applies below in this item) (including the content of a summary of any audit report or any other report equivalent to it if the financial statements or any equivalent documents have been audited by a company auditor, audit and supervisory committee, audit committee, financial auditor, or an equivalent authority);

(g)the matters prescribed below in accordance with the categories of the cases stated below:

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

2.if the corporation, etc. is not a stock company: a summary of the content of matters equivalent to the matters stated in the items of Article 118 and the items of Article 119 for the most recent business year of the corporation, etc. (including a summary of the content of any audit report or an equivalent report, if the matters have been audited by a company auditor, audit and supervisory committee, audit committee, or an equivalent authority);

(h)the content of the balance sheets or equivalent documents of the corporation, etc. for each business year the last day of which was 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 matters equivalent to that for 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), that business year;

3.if an annual securities report is submitted to the Prime Minister regarding the content of the balance sheet or matters equivalent to that for 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 matters stated in (b) and (c) of the preceding item;

(j)if a refund can be received for the consideration for acquisition by acquisition of treasury shares, refund of equity interest, or another equivalent method, the matters on the related procedures;

(iii)if all or a part of the consideration for acquisition is a bond, share option, or bond with share options of the stock company: the matters stated in (b) and (c) of item (i);

(iv)if all or a part of the consideration for acquisition is a bond, share option, bond with share options, or their equivalents of a corporation, etc. (excluding a bond, share option, or bond with share options of that stock company): the following matters (if the matters have been indicated in a language other than Japanese, the matters (excluding names) indicated in Japanese):

(a)the matters stated in (b) and (c) of item (i);

(b)the matters stated in (a) and (e) through (h) of item (ii);

(v)if all or a part of the consideration for acquisition is a share, equity interest, bond, share option, bond with share options, or their equivalents and property other than monies of the stock company or another corporation, etc.: the matters stated in (b) and (c) of item (i).

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

(i)if disposal of important property, incurrence of major obligations, or any other event that has a material impact on the status of company property occurs at a stock company acquiring shares subject to class-wide call (excluding a liquidating stock company; the same applies below in this paragraph) after the last day of the most recent business year (if the most recent business year is not available, the date of formation of the stock company), the content of that event (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 comes in the interval from after the date on which the documents began to be kept until the date on which the stock company acquires all of the shares subject to class-wide call);

(ii)if the most recent business year is not available for a stock company acquiring the shares subject to class-wide call, the balance sheet on the date of formation of the stock company.

(Matters to Be Disclosed Ex Post Facto Regarding Acquisition of Shares Subject to Class-Wide Call)

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

(i)the date on which a stock company has acquired all of the shares subject to class-wide call;

(ii)the progress of procedures concerning the demand 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 a stock company;

(v)in addition to what is stated in the preceding items, important matters 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)Corporations prescribed by the Ministry of Justice Order as provided in Article 179, paragraph (1) of the Act are as follows:

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

(ii)a corporation in which a 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 all of the issued shares, and the corporation stated in the preceding item; the same applies below 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 stated in that item is deemed to be a specified wholly owned subsidiary corporation as provided in that item.

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

Article 33-5 (1)The matters 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 a share cash-out (if a demand for a share option cash-out (including the demand under Article 179, paragraph (3) of the Act if the share option subject to a demand for a share option cash-out is attached to a bond with share options; the same applies below) along with a demand for a share cash-out is made, consideration for the share cash-out and consideration for the share option cash-out);

(ii)if trade terms related to a demand for a share, etc. cash-out other than the matters stated in Article 179-2, paragraph (1), items (i) through (v) of the Act are prescribed, those trade terms.

(2)The phrase "consideration for a share cash-out" as provided in item (i) of the preceding paragraph means the money specified 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 a share option cash-out" as provided in paragraph (1), item (i) means the money specified 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)).

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

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

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

Article 33-7The matters 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 matters and other matters regarding adequacy of the provisions concerning the matters stated in Article 179-2, paragraph (1), items (ii) and (iii) of the Act (if a demand for a share option cash-out along with a demand for a share cash-out is made, concerning the matters stated in items (ii) and (iii) and item (iv), (b) and (c) of that paragraph) (including the judgment of the director (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 that adequacy, and the reasons for that judgment):

(a)matters regarding adequacy of the total amount of consideration for a share cash-out (if a demand for a share option cash-out along with a demand for a share cash-out is made, the total amount of consideration for cash-out and the total amount of consideration for share option cash-out);

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

(ii)matters regarding adequacy of the provisions concerning the matters stated in Article 33-5, paragraph (1), item (i) and the prospects for delivery of consideration for a share cash-out (if a demand for a share option cash-out along with a demand for a share cash-out is made, consideration for the share cash-out and consideration for the share option cash-out) (including the judgment of the director of the subject company related to the prospects, and the reasons for that judgment);

(iii)if there are provisions with respect to the matters stated in Article 33-5, paragraph (1), item (ii), matters regarding adequacy of the provisions (including the judgment of the director of the subject company related to that adequacy, and the reasons for that judgment);

(iv)the following matters regarding the subject company:

(a)if disposition of important property, incurrence of major obligations, or any other event that has a material impact on the status of company property occurs at the subject company after the last day of the most recent business year (if the most recent business year is not available, the date of formation of the subject company), the content of that event (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 comes in the interval from after 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 "date on which documents began to be kept" in the following item), whichever comes earlier, until the date on which a special controlling shareholder acquires all of the shares, etc. subject to a cash-out);

(b)if the most recent business year is not available for the subject company, the balance sheet on the date of formation of the subject company;

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

(Matters to Be Disclosed Ex Post Facto by the Subject Company)

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

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

(ii)the progress of procedures concerning the demand 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 for a share 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 for a share option cash-out;

(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 those bonds with share options (limited to those which the special controlling shareholder has acquired based on a demand for a share option cash-out);

(vii)in addition to what is stated in the preceding items, important matters 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

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

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

(i)the following matters and other matters regarding adequacy of the provisions concerning the matters stated in Article 180, paragraph (2), items (i) and (iii) of the Act:

(a)if a stock company consolidating shares has a parent company, etc., matters to be given due consideration so as not to harm the interests of the shareholders (excluding the parent company, etc.) of the stock company (if the matters do not exist, that fact);

(b)if the processing of fractions of less than one share pursuant to the provisions of Article 235 of the Act is expected, the following matters:

1.the following matters and other matters regarding the processing methods:

i.whether the planned processing 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 Article 235, and the reasons for that;

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

iii.if the planned processing 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), an estimated time of the sale and time for delivering the proceeds of the sale to the shareholders (including the judgment of the director related to the estimate, and the reasons for that judgment);

iv.if the planned processing 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, adequacy of that means, and an estimated time of the sale and time for delivering the proceeds of the sale to the shareholders (including the judgment of the director related to the estimate, and the reasons for that judgment);

2.the amount of money that is expected to be delivered to the shareholders through that processing, and matters regarding adequacy of that amount.

(ii)the following matters regarding a stock company consolidating shares (excluding a liquidating stock company; the same applies below in this item):

(a)if disposal of important property, burden of major obligations, or any other event that has a material impact on the status of company property occurs at the stock company after the last day of the most recent business year (if the most recent business year is not available, the date of formation of the stock company), the content of that event (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 comes in the interval from after the date on which the documents began to be kept (meaning the earlier of the dates stated in the items of Article 182-2, paragraph (1) of the Act; the same applies in the following item) until the date on which the consolidation of shares becomes effective);

(b)if the most recent business year for the stock company is not available, the balance sheet on the date of formation of the stock company;

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

(Matters to Be Disclosed Ex Post Facto Regarding Consolidation of Shares)

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

(i)the date on which the consolidation of shares has become effective;

(ii)the progress of procedures concerning the demand 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 stated in Article 180, paragraph (2), item (iii) of the Act) as of the time the consolidation of shares has become effective;

(v)in addition to what is stated in the preceding items, important matters 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 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 stated 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 stated in the items of Article 125, paragraph (2) of the Act;

(iv)the right to make a 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 all of the shares subject to a cash-out based on a demand for a share cash-out;

(c)succession to the rights and obligations that another company holds in relation to the 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 a request under Article 137, paragraph (1) of the Act (limited to a request in the case of acquisition on the grounds stated in (a) through (f) in the preceding item);

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

(vii)the right to have monies, etc. delivered as a result of the following acts by a stock company:

(a)consolidation of shares;

(b)splitting of shares;

(c)allotment of share option without contribution;

(d)dividend from surplus;

(e)entity conversion;

(viii)the right to have monies, etc. delivered as a result of the following acts by a stock company from the persons prescribed in the relevant items:

(a)absorption-type merger (including merger with an entity other than a company, limited to cases 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 an entity other than a 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 share certificate-issuing company, 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 stated in item (i), item (iii), and items (vi) through (viii) of the preceding paragraph;

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

(iii)the right to make a request 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 the cases prescribed in the articles of incorporation under 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 the cases prescribed in the articles of incorporation under Article 189, paragraph (3) of the Act.

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

Article 36The method prescribed by Ministry of Justice Order as provided in Article 193, paragraph (1), item (i) of the Act is to consider the higher of the following amounts as 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 (referred to below as "date of the demand" in this Article) (if there are no purchase and sale transactions on the date of the demand, or if the date of the demand falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(ii)if the shares are subject to a tender offer, etc. on the date of the demand, the price of the shares in the contract related to the tender offer, etc. on the date of the demand.

(Sale Price of Shares Less than One Unit with a 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 to consider the higher of the following amounts as the price of the shares related to the demand for the sale of shares 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 less than one unit (referred to below as "date of the demand" in this Article) (if there are no purchase and sale transactions on the date of the demand, or if the date of the demand falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(ii)if the shares are subject to a tender offer, etc. on the date of the demand, the price of the shares in the contract related to the tender offer, etc. on the date of the demand.

Section 5 Omission of Notices to Shareholders

(Sale Price of Shares with a Market Price)

Article 38The method prescribed by Ministry of Justice Order as provided in Article 197, paragraph (2) of the Act is to consider the amount provided in each of the following items as the price of the shares prescribed in that paragraph, in accordance with the categories of cases stated 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 stated in the preceding item: the higher of 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 (referred to below as "date of the sale" in this Article) (if there are no purchase and sale transactions on the date of the sale, or if the date of the sale falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

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

(Matters to Be Disclosed)

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

(i)a statement indicating that shares under Article 197, paragraph (1) of the Act (referred to below 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 of shares 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 where a stock company reports or submits the following documents (limited to documents that contain matters equivalent to the subscription requirements as provided in that paragraph) pursuant to the provisions of the Financial Instruments and Exchange Act (including cases where the matters to be stated in the documents are provided by electronic or magnetic means pursuant to the provisions of that Act) no later than two weeks before the date prescribed in paragraph (3) of that Article of the Act, and the Prime Minister provides the documents for public inspection continuously from the date two weeks before that date to that date 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).

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

Article 41The matters 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 matters stated in the items under Article 107, paragraph (1) are prescribed as the features of shares issued by a stock company (excluding a company with class shares), the features of those shares;

(iii)if a stock company (limited to a company with class shares) is required to issue shares with different features for the matters stated 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) or 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) or item (ii) of the Act;

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

(viii)matters as provided in the articles of incorporation (excluding the matters stated in Article 203, paragraph (1), item (i) through item (iii) of the Act and in each of the preceding items), regarding which the stock company has been requested to give a notification by a person who seeks to file an application to shares for subscription.

(Cases Where Notice to Persons Who Wish to Make an Offer Is Not Required)

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

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

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

(Matters to Be Disclosed to Shareholders)

Article 42-2The matters 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; the same applies below in this Article);

(ii)the number of voting rights that the special subscriber (including its subsidiary, 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 for;

(iii)the number of voting rights related 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 for;

(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 for that judgment;

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

(vii)the opinion of the company auditor, 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 where a stock company reports or submits the documents stated in the items of Article 40 (limited to documents that contain matters equivalent to the matters described in the items of the preceding Article) pursuant to the provisions of the Financial Instruments and Exchange Act (including cases where the matters to be stated in the documents are provided by electronic or magnetic means pursuant to the provisions of that Act) no later than two weeks before the date prescribed in Article 206-2, paragraph (1) of the Act, and the Prime Minister provides the documents for public inspection continuously from the date two weeks before that date to that date pursuant to the provisions of that Act.

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

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

(Directors to Be Held Liable for Falsifying 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)a director and executive officer performing duties related to the falsification of the performance of contributions (meaning the performance of contributions as provided in Article 208, paragraph (3) of the Act; the same applies below in this Article);

(ii)if the performance of contributions is falsified based on a resolution of the board of directors, the persons stated below:

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

(b)a director and executive officer who submit a proposal regarding the falsification of performance of contributions at the board of directors;

(iii)if the performance of contributions is falsified based on a resolution at a shareholders meeting, the persons stated below:

(a)a director who submits a proposal regarding the falsification of the performance of contributions at the shareholders meeting;

(b)a director who consents to the decision to submit the proposal in (a) (excluding a director of a company with board of directors);

(c)if the proposal in (a) is submitted based on a resolution of the board of directors, a director who approves the resolution of the board of directors;

(d)a director and executive officer who provide explanations regarding matters related to the falsification of the performance of contributions at the shareholders meeting.

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

Article 43The method prescribed by Ministry of Justice Order as provided in Article 207, paragraph (9), item (iii) of the Act is to consider the higher of the following amounts as 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 (referred to below as "date of value determination" in this Article) (if there are no purchase and sale transactions on the date of value determination, or if the date of value determination falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

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

(Directors to Be Held 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)a director and executive officer performing duties related to the determination of the value of the property contributed in kind (meaning property contributed in kind as prescribed in Article 207, paragraph (1) of the Act; the same applies below from this Article through Article 46);

(ii)if a shareholders meeting has passed a resolution regarding determination of the value of the property contributed in kind, the director and executive officer who provide explanations regarding the matters related to the value of the property contributed in kind at the shareholders meeting;

(iii)if the board of directors has passed a resolution regarding determination of the value of the property contributed in kind, the director who approves 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)a director who submits a proposal related to the determination of the value of the property contributed in kind at a shareholders meeting;

(ii)a director who consents to the decision to submit the proposal of the preceding item (excluding a director of a company with board of directors);

(iii)if the proposal in item (i) is submitted based on a resolution of the board of directors, the director who approves 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 a director and executive officer who submit a proposal related to the determination of the value of the property 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 (referred to below 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 indicate the name and address of the person who is requesting the registration of a 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 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 stated below:

(i)if the person requesting 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 related to the share certificates: materials verifying the fact that a share certificate has been lost;

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

(a)materials verifying that the person requesting registration of the lost share certificate possessed the share certificate related to the request for 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 related to the share certificate;

(b)materials verifying the fact that a share certificate has been lost.

(4)Regarding the application of the provisions of item (ii) of the preceding paragraph if the share certificate related to 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 clearly indicate 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 clearly indicate 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 for Processing of Shares with Fractions Resulting from Issue of Shares)

Article 50The method prescribed by Ministry of Justice Order as provided in Article 234, paragraph (2) of the Act is to consider the amount provided in each of following items as the price of the shares prescribed in that item, in accordance with the categories of cases stated 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 stated in the preceding item: the higher of 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 (referred to below as "date of the sale" in this Article) (if there are no purchase and sale transactions on the date of the sale, or if the date of the sale falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

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

(Market Price for Processing Bonds with Fractions)

Article 51The method 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 to consider the amount prescribed in each of the items below as 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 the cases stated 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 stated in the preceding item, if bonds (excluding bonds for bonds with share options; the same applies below 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 (referred to below as "date of the sale" in this Article) (if there are no purchase and sale transactions on the date of the sale, or if the date of the sale falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(iii)in cases other than the case stated in item (i), if share options (if the share option is attached to a bond with share options, the bond with share options; the same applies below in this item) are sold: the higher of 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 are no purchase and sale transactions on the date of the sale, or if the date of the sale falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(b)if the share options are subject to a tender offer, etc. on the date of the sale, the price of the share options in the contract related to the tender offer, etc. on the date of the sale.

(Market Price for Processing Shares with Fractions Resulting from a Share Split)

Article 52The method 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 to consider the amount prescribed in each of the items below as the price of the shares sold pursuant to Article 234, paragraph (2) of the Act, as applied mutatis mutandis pursuant to Article 235, paragraph (2) of the Act, in accordance with the categories of cases stated 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 stated in the preceding item: the higher of 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 (referred to below as "date of the sale" in this Article) (if there are no purchase and sale transactions on the date of the sale, or if the date of the sale falls on a holiday for the relevant market, the price at which the first purchase and sale transaction was carried out after that point);

(b)if the shares are subject to a tender offer, etc. on the date of the sale, the price of the shares in the contract related 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 where a stock company reports or submits the following documents (limited to documents that contain matters equivalent to subscription requirements as provided in Article 238, paragraph (1) of the Act) pursuant to the provisions of the Financial Instruments and Exchange Act (including cases where the matters to be stated in the documents are provided by electronic or magnetic means pursuant to the provisions of that Act) no later than two weeks before the date of allotment (meaning the date of allotment as provided in Article 238, paragraph (1), item (iv) of the Act; the same applies in Article 55-4), and the Prime Minister provides the documents for public inspection continuously from the date two weeks before the date of allotment to the date of allotment pursuant to the provisions of that Act:

(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).

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

Article 54The matters 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 with different features for the matters stated 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 a provision of the articles of incorporation, an outline of the features of the class of shares);