Companies Act

Transfers of share options may not be perfected against the stock company and other third parties unless the names and addresses of the person who acquire those share options is stated or recorded in the share options register.

For the purpose of the application of the provisions of the preceding paragraph to share options for which certificates are issued and in respect of which registered share option certificates have been issued, and share options attached to a bonds with share options for which a certificate is issued and in respect of which a registered certificate representing the bonds with share options has been issued, the phrase "the stock company and other third parties" in that paragraph is deemed to be replaced with "the stock company".

The provisions of paragraph (1) do not apply to any bearer share options or share options attached to bearer bonds with share option.

A possessor of share option certificates is presumed to be the lawful owner of the rights in relation to share options for which certificates are issued and which those share option certificates represent.

A person who receives delivery of share option certificates acquires the rights in relation to the share options for which certificates are issued and which those share option certificates represent; provided, however, that this does not apply if that person has acted in bad faith or with gross negligence as to the fact of defective title of the transferor.

A possessor of a certificate representing a bonds with share options is presumed to be the lawful owner of the rights in relation to the share options that are attached to the bonds with share options for which the certificate is issued and which the certificate representing the bonds with share options represents.

A person who receives delivery of a certificate representing a bonds with share options acquires the rights in relation to the share options that are attached to the bonds with share options for which a certificate is issued and which the certificate representing the bonds with share options represents; provided, however, that this does not apply if that person has acted in bad faith or with gross negligence.

In the cases provided for in the following items, a stock company must enter or record the information required to be entered in the share option register in respect of the share option holders referred to in these items:

if it has acquired the share options of relevant stock company;

if it has disposed of own share options.

The provisions of the preceding paragraph do not apply to bearer share options or share options attached to bearer bonds with share option.

A person who has acquired share options from a person other than the stock company that issued relevant share options (excluding relevant stock company, hereinafter in this Section referred to as "acquirer of share options") may request the stock company to enter or record the information required to be entered in the share option register with respect to those share options, in the share option register.

Except for cases prescribed by Ministry of Justice Order as cases of no likelihood of detriment to interested parties, requests under the provisions of the preceding paragraph must be made jointly with the person stated or recorded in the share option register as the share option holder so acquired, or the person's general successors including the person's heirs.

The provisions of the preceding two paragraphs do not apply to bearer share options or share options attached to bearer bonds with share option.

The provisions of the preceding paragraph do not apply if the share options acquired by the acquirer of share options are share options with restriction on transfer; provided, however, that this does not apply if it falls under any of the following:

relevant acquirer of share options has obtained approval under the following Article as to an intended acquisition of relevant share options with restriction of transfer;

relevant acquirer of share options has obtained approval under Article 263, paragraph (1) as to a completed acquisition of relevant share options with restriction of transfer;

relevant acquirer of share options is a person who acquired the share options with restriction of transfer by general succession including inheritance.

If share option holders with restriction on transfer intend to transfer share options with restriction on transfer held by the same to others (excluding the stock company which issued relevant share options with restriction on transfer), they may request that relevant stock company make a determination as to whether or not to approve the acquisition by relevant others of relevant share options with restriction on transfer.

Acquirers of share options who have acquired share options with restriction on transfer may request that the stock company make a determination as to whether or not to approve the acquisition of relevant share options with restriction on transfer.

Except for cases prescribed by Ministry of Justice Order as cases of no likelihood of detriment to interested parties, requests pursuant to the provisions of the preceding paragraph must be submitted jointly with the person stated or recorded in the share option register as the share option holders so acquired, or the person's general successors including the person's heirs.

The requests set forth in the following items (hereinafter in this Subsection referred to as "requests for approval of transfer") must be made by disclosing the matters provided for in these items:

requests under the provisions of Article 262: the following matters:

the features and number of share options with restriction on transfer that the share option holders making relevant request intend to transfer to others;

the names of the person accepting the transfer of the share options with restrictions on transfer referred to in (a);

requests under the provisions of paragraph (1) of the preceding Article: the following matters:

the features and number of share options with restriction on transfer that the acquirer of share options making relevant request has acquired;

the name of the acquirer of share options referred to in (a).

The determination by a stock company as to whether or not to grant approval under Article 262 or Article 263, paragraph (1) 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 in cases where it is otherwise provided for as a feature of the share options.

If a stock company has made a determination under the preceding paragraph, it must notify the person who made the requests for approval of transfer of the content of relevant determination.

If a stock company has failed to give notice pursuant to the provisions of paragraph (2) of the preceding Article within two weeks (or if any shorter period of time is provided for in the articles of incorporation, relevant shorter period of time) from the day of the requests for approval of transfer, the stock company is deemed to have given the approval under Article 262 or Article 263, paragraph (1); provided, however, that this does not apply if otherwise provided for by agreement between the stock company and the person who made the requests for approval of transfer.

Share option holders may pledge the share options held by the same.

Notwithstanding the provisions of the preceding paragraph, share options attached to bonds with share option may not be pledged on a stand-alone basis; provided, however, that this does not apply if the bonds with respect to relevant bonds with share option are extinguished.

bonds with respect to bonds with share option may not be pledged on a stand-alone basis; provided, however, that this does not apply if the share options attached to relevant bonds with share option are extinguished.

Pledging share options for which certificates are issued does not become effective unless the share option certificates representing the share options for which certificates are issued have been delivered.

Pledging share options attached to a bonds with share options for which a certificate is issued does not become effective unless the certificate representing the bonds with share options for such a bonds with share options for which a certificate is issued is delivered.

Pledging share options may not be perfected against the stock company and other third parties unless the names and addresses of pledgees are stated or recorded in the share option register.

Notwithstanding the provisions of the preceding paragraph, a pledgee of share options for which certificates are issued may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the share option certificates representing the share options for which certificates are issued.

Notwithstanding the provisions of paragraph (1), a pledgee of share options attached to a bonds with share options for which a certificate is issued may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the certificate representing the bonds with share options for such a bonds with share options for which a certificate is issued.

A person who pledges share options may request that the stock company enter or record the following information in the share option register:

the name and address of the pledgee;

the share options underlying the pledge.

The provisions of the preceding paragraph do not apply to bearer share options or share options attached to bearer bonds with share option.

A pledgee whose information as set forth in the items of the preceding Article has been entered or recorded in the share option register (hereinafter referred to as a "registered pledgee of share options") may file a request with the stock company to be issued a document showing the information set forth in the items of that paragraph which has been entered or recorded in the share option register with respect to the registered pledgee of share options, or to be provided with the electronic or magnetic record in which that information has been recorded.

The documents referred to in the preceding paragraph must be affixed with the signature, or name and seal, of the representative director of the stock company (the representative executive officer for a company with nominating committee, etc.; the same applies in the following paragraph).

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

The provisions of the preceding three paragraphs do not apply to share options for which certificates are issued or share options attached to a bonds with share options for which a certificate is issued.

It is sufficient for a notice or demand to a registered pledgees of share options to be sent by a stock company to the addresses of relevant registered pledgees of share options stated or recorded in the share option register (or, if relevant registered pledgees of share options notify the stock company of any different place or contact address for the receipt of notices or demands, to that 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.