Companies Act

It is sufficient for a notice or demand letter to bondholders to be sent by a bond-issuing company to the address of relevant bondholders which has been entered or recorded in the bond register (or, if relevant bondholders notify the bond-issuing company of a different place or contact address for receipt of notices or demand letters, to the place or contact address).

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

If a bond is co-owned by two or more persons, the co-owners must specify one person to receive the notices or demand letters sent by the bond-issuing company to bondholders and notify relevant bond-issuing company of the name of that person. In these cases, that person is deemed to be the bondholder and the provisions of the preceding two paragraphs apply mutatis mutandis.

If there is no notice by co-owners under the provisions of the preceding paragraph, it is sufficient for a notice or demand letter sent by a bond-issuing company to the co-owners of the bondholders if it is sent to one of them.

The provisions of the preceding paragraphs apply mutatis mutandis to the cases where, when the notice in Article 720, paragraph (1) is given, a document is delivered or matters to be stated in relevant document are provided to the bondholders by an electronic or magnetic means. In these cases, the phrase "to have arrived" in paragraph (2) is deemed to be replaced with "to have been effected by delivery of relevant documents or the provision of relevant matters by electronic or magnetic means".

If a bond is co-owned by two or more persons, the co-owners may not exercise their rights in relation to relevant bond unless they specify one person to exercise the rights in relation to relevant bond, and notify the company of the name of that person; provided, however, that this does not apply if the company has agreed to the exercise of relevant rights.

Transfer of bonds for which there are provisions to the effect that bond certificates are issued does not become effective unless bond certificates relating to relevant bonds are delivered.

The transfer of bonds cannot be asserted against the bond-issuing company and other third parties unless the name and addresses of the persons who acquire those bonds is stated or recorded in the bond register.

For the purpose of the application of the provisions of the preceding paragraph if there are provisions to the effect that bond certificates are issued with respect to relevant bonds, the term "the bond-issuing company and other third parties" in that paragraph is deemed to be replaced with "the bond-issuing company".

The provisions of the preceding two paragraphs do not apply to bearer bonds.

A possessor of bond certificates is presumed to be the lawful owner of the right in relation to the bonds for relevant bond certificates.

A person who takes the delivery of bond certificates acquires the rights in relation to the bonds for relevant bond certificates; provided, however, that this does not apply if that person has acted in bad faith or with gross negligence.

In a case as provided in one of the following items, a bond-issuing company must enter or record in the bond register the information that is required to be entered in the bond register with respect to the bondholder referred to in that item:

if the bondholders have acquired the bonds of relevant bond-issuing company;

if the bondholders have disposed of own bonds held by the bond-issuing company.

The provisions of the preceding paragraph do not apply to any bearer bond.

A person (other than the bond-issuing company in question) that has acquired bonds from any person other than the bond-issuing company may request that relevant bond-issuing company enter or record in the bond register the information that is required to be entered in the bond register with respect to relevant bonds.

Except for the cases prescribed by Ministry of Justice Order as the case of no likelihood of harm to interested parties, requests under the provisions of the preceding paragraph must be made jointly with the person entered or recorded in the bond register as the holder of the bonds so acquired, or the person's general successor including the person's heir.

The provisions of the preceding two paragraphs do not apply to any bearer bond.

Pledging bonds for which there are provisions to the effect that bond certificates are issued does not become effective, unless bond certificates relating to relevant bonds are delivered.

Pledging bonds cannot be asserted against the bond-issuing company and other third parties unless the names and addresses of the pledgees are entered or recorded in the bond register.

Notwithstanding the provisions of the preceding paragraph, a pledgee of bonds for which there are provisions to the effect that bond certificates are issued may not assert the pledge against the bond-issuing company and other third parties unless the pledgee is in continuous possession of the bond certificates relating to relevant bonds.

A person pledging bonds may request the bond-issuing company to enter or record the following information in the bond register:

the name and address of the pledgee;

the bond underlying the pledge.

The provisions of the preceding paragraph do not apply if there are provisions to the effect that bond certificates will be issued.

A pledgee whose information as set forth in each of the items of paragraph (1) of the preceding Article has been entered or recorded in the bond register may file a request with the bond-issuing company to be issued a document showing the information set forth in each of the items of that paragraph which has been entered or recorded in the bond register with respect to that pledgee, or to be provided with the electronic or magnetic record in which that information has been recorded.

The documents in the preceding paragraph must be affixed with the signature, or name and seal, of a representative of the bond-issuing company.

With respect to the electronic or magnetic record in paragraph (1), the representative of the bond-issuing company must implement measures in lieu of the affixation of signature, or name and seal prescribed by Ministry of Justice Order.

With regard to bonds, it may not be asserted against a bond-issuing company or other third party that the bonds belong to the trust property unless it is entered or recorded in the bond register that the bonds belong to the trust property.

If bonds held by bondholders under Article 681, item (iv) belong to the trust property, the bondholders may request the bond-issuing company to enter or record this in the bond register.

For the purpose of application of the provisions of Article 682, paragraph (1) and Article 690, paragraph (1) to cases where entry or record is made in the bond register pursuant to the provisions of the provisions of the preceding paragraph, "the information required to be entered in the bond register which has been entered or recorded in the bond register with respect to that bondholder" in Article 682, paragraph (1) is deemed to be replaced with "the information required to be entered in the bond register which has been entered or recorded in the bond register with respect to that bondholder (including the fact that bonds held by the bondholder belong to the trust property) and "information that is required to be entered in the bond register with respect to the bondholder referred to in that item" in Article 690, paragraph (1) is deemed to be replaced with "information that is required to be entered in the bond register with respect to the bondholder referred to in that item register (including the fact that bonds held by the bondholder belong to the trust property)".

The provisions of the preceding three paragraphs do not apply to bonds for which there are provisions to the effect that bond certificates are not issued.

A bond-issuing company must, without delay after the day of a bond issue for which there are provisions to the effect that bond certificates are issued, issue bond certificates to represent those bonds.

A bond-issuing company must state the following matters and the serial number on a bond certificate, and the representative of the bond-issuing company must affix the representative's signature, or name and seal:

the trade name of the bond-issuing company;

the amount of bonds relating to relevant bond certificates;

the class of bonds relating to relevant bond certificates.

Coupons may be attached to bond certificates.

Holders of bonds for which bond certificates are issued may demand at any time that the bond-issuing company convert their registered bond certificates into bearer bond certificates, or convert their bearer bond certificates into registered bond certificates, except if there is an arrangement under provisions with respect to the matters set forth in Article 676, item (vii) that relevant conversion is not possible.

Bond certificates may be invalidated pursuant to the public notification procedures under Article 100 of the Non-Contentious Cases Procedures Act.

Persons who have lost bond certificates may not request the reissuing of their bond certificates until after they obtain the invalidation provided for in Article 106, paragraph (1) of the Non-Contentious Cases Procedures Act.

If a bond-issuing company redeems a bond for which a bond certificate is issued before it matures, if a coupon attached to the bond is missing, the bond-issuing company must deduct the amount of the claim for interest on the bond indicated on coupon from the redemption amount; provided, however, that this does not apply if relevant claim has fallen due.

The possessor of the coupon in the preceding paragraph may demand at any time that the bond-issuing company pay the amount that must be deducted under the provisions of that paragraph in exchange for the coupon.

The right to claim the redemption of bonds will be extinguished by prescription if not exercised for ten years from the time that this right can be exercised.

The right to claim interest on bonds and the right to claim under the provisions of paragraph (2) of the preceding Article will be extinguished by prescription if not exercised for five years from the time that these rights can be exercised.