Companies Act

A stock company must notify persons who intend to subscribe for shares for subscription in response to solicitation in Article 199, paragraph (1) of the matters set forth in the following items:

the trade name of the stock company;

the subscription requirements;

if any money payment is to be made, the place where payments are handled;

beyond what is set forth in the preceding three items, matters prescribed by Ministry of Justice Order.

A person who submits an application to subscribe for shares for subscription in response to solicitation in Article 199, paragraph (1) must deliver a document giving the following information:

the name and address of the person applying;

the number of shares for subscription for which the person intends to subscribe.

A person who submits an application under the preceding paragraph may, in lieu of delivering a document as referred to in that paragraph, provide the information that is required to be detailed in the document referred to in that paragraph by electronic or magnetic means, with the approval of the stock company and pursuant to the provisions of Cabinet Order. In these cases, the person who submitted the application is deemed to have delivered the document under that paragraph.

The provisions of paragraph (3) do not apply if the stock company has issued a prospectus provided for in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that states the matters set forth in each item of that paragraph to a person who intends to submit the application in paragraph (1), and in other cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of persons who intend to submit applications for subscription for shares for subscription is compromised.

If there are changes in the matters set forth in each item of paragraph (1), the stock company must immediately notify persons who have submitted applications in paragraph (2) (hereinafter in this Subsection referred to as "applicants") thereof and of the matters so changed.

It is sufficient for a notice or demand to an applicant to be sent by the stock company to the address under paragraph (2), item (i) (or, if the applicant notifies the stock company of a different place or contact address for the receipt of notices or demands, to the place or contact address).

The notices or demands referred to in the preceding paragraph are deemed to have arrived at the time when that notice or demand should normally have arrived.

A stock company must specify the persons to whom shares for subscription will be allotted from among the applicants and the number of shares for subscription to be allotted to those persons. In these cases, the stock company may reduce the number of shares for subscription the stock company allots to the applicants below the number under paragraph (2), item (ii) of the preceding Article.

If shares for subscription are shares with restriction on transfer, the determination under the provisions of the preceding paragraph must be made by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise prescribed in the articles of incorporation.

The stock company must notify the applicants, no later than the day immediately preceding the date referred to in Article 199, paragraph (1), item (iv) (or, if a period is prescribed under that item, no later than the day immediately preceding the first day of that period), of the number of shares for subscription that will be allotted to relevant applicants.

If the stock company has granted entitlement to the allotment of shares to its shareholders pursuant to the provisions of Article 202, if the shareholders do not submit, no later than the date under item (ii), paragraph (1) of that Article, applications under paragraph (2) of the preceding Article, relevant shareholders will lose the entitlement to the allotment of shares for subscription.

The provisions of the preceding two Articles do not apply if a person who intends to subscribe for shares for subscription executes a contract for subscription for the total number of those shares.

In the case prescribed in the preceding paragraph, if shares for subscription are shares with restriction on transfer, the stock company must obtain approval of the contract referred to in the same paragraph by the resolution at shareholders meeting(or at a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise prescribed in the articles of incorporation.

If there are provisions on the matters set forth in each item of Article 202-2, paragraph (1) pursuant to the provisions of the second sentence of that paragraph, a person other than a director (including a person who was a director) related to provisions regarding the matters set forth in Article 361, paragraph (1), item (iii) pursuant to the articles of incorporation or a resolution of a shareholders meeting may not make an application provided in Article 203, paragraph (2) or enter into an agreement provided in paragraph (1).

For the purpose of the application of the provisions of paragraph (3) of the preceding Article and Article 206-2, paragraph (1), paragraph (3), and paragraph (4), in the cases provided in the preceding paragraph, the phrases "the date referred to in Article 199, paragraph (1), item (iv) (or, if a period is prescribed under that item, no later than the first day of that period)" in paragraph (3) of the preceding Article and Article 206-2, paragraph (1) and "the day prescribed in the same paragraph" in paragraph (3) of the preceding Article and Article 206-2, paragraph (1) and "the day specified in paragraph (1) "in paragraph (4) of that article are deemed to be replaced with "the day of allotment."

For the purpose of application of the provisions of paragraph (3) by a company with nominating committee, etc., the phrase "the provisions regarding the matters set forth in Article 361, paragraph (1), item (iii) pursuant to the articles of incorporation or a resolution of the shareholders meeting" in that paragraph is deemed to be replaced with "decision on the matters provided for in Article 409, paragraph (3), item (iii) by the remuneration committee" and the term "director "is deemed to be replaced with "executive officer or director."

the persons set forth in the following items will be the subscribers for shares for subscription with respect to the number of shares for subscription prescribed in each of relevant items:

applicants:the number of the shares for subscription allotted by the stock company; or

A person who subscribed for all of the shares for subscription under a contract in paragraph (1) of the preceding Article:the number of shares for subscription for which that person has subscribed.

If the rate of the number set forth in item (I) to the number set forth in item (ii) exceeds 50% with regard to a subscriber for shares for subscription, a public company must notify shareholders of the name or address of the subscriber (hereinafter referred to as "special subscriber" in this paragraph and paragraph (4)), the number set forth in item (I) with respect to the special subscriber, and other matters prescribed by Ministry of Justice Order by two weeks before the day referred to in Article 199, paragraph (1), item (iv) (if the period referred to in the same item is specified, the first day of the period); provided however that this does not apply to cases where the special subscriber is a parent company, etc. of the public company or where the right to obtain the allotment of shares is granted to shareholders pursuant to the provisions of Article 202:

the number of votes that the subscriber (including its subsidiary companies, etc.) will hold when the subscriber becomes a shareholder of shares for subscription that the subscriber subscribed; and

the number of votes of all shareholders if all subscribers of the shares for subscription become shareholders of shares for subscription that they subscribed.

The notice pursuant to the provisions of the preceding paragraph may be substituted with a public notice.

Notwithstanding the provisions of paragraph (1), if a stock company has made a notification under Article 4, paragraphs (1) through (3) of the Financial Instruments and Exchange Act with respect to the matters referred to in paragraph (1) of this Article by two weeks before the day prescribed in the same paragraph, or where it is prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of shareholders is compromised, the notice pursuant to the provisions of paragraph (1) is not required.

When a shareholder holding one-tenth or more (if lesser proportion is prescribed in the articles of incorporation, the proportion) of the votes of all shareholders (excluding shareholders who cannot exercise voting rights in the shareholders meeting set forth in this paragraph) makes a notice to a public company that the shareholder is against subscription for shares for subscription by a special subscriber (including its subsidiary companies, etc.; hereinafter the same applies in this paragraph) within two weeks from the day of notice pursuant to the provisions of paragraph (1) or the day of public notice referred to in paragraph (2) (in the case set forth in the preceding paragraph, the day specified by Ministry of Justice Order), the public company must obtain approval for the allotment of shares for subscription to the special subscriber or for the contract referred to in Article 205, paragraph (1) with the special subscriber by the resolution at the shareholders meeting by the day before the day specified in paragraph (1); provided, however, that this does not apply if the public company's financial condition has deteriorated greatly and there is an urgent necessity in order for the public company to continue in business.

Notwithstanding the provisions of Article 309, paragraph (1), the resolution at the shareholders meeting referred to in the preceding paragraph must be passed by attendance of the shareholders holding a majority of votes out of the shareholders who can exercise voting rights (if one third or more of the proportion is stipulated by the articles of incorporation, the proportion or more) and by a majority of voting rights of the shareholders presents (if any proportion higher than that is provided for in the articles of incorporation, the proportion or more).