Companies Act

Shareholders may transfer the shares held by the same.

Transferring shares in a share certificate-issuing company does not become effective unless the share certificates representing those shares are delivered; provided, however, that this does not apply to transferring shares that arise out of the disposition of treasury shares.

Transfers effected prior to the issuance of the share certificate do not be effective regarding the share certificate-issuing company.

A share certificate-issuing company must deliver the share certificates to persons who acquire treasury shares without delay after the day of the disposition of relevant treasury shares.

Notwithstanding the provisions of the preceding paragraph, a share certificate-issuing company that is not a public company may choose to not deliver the share certificates under that paragraph until the persons under that paragraph so request.

Transferring shares may not be perfected against the stock company and other third parties unless the name and address of the person who acquires those shares is stated or recorded in the shareholder register.

For the purpose of the application of the provisions of the preceding paragraph with respect to a share certificate-issuing company, the phrase "the stock company and other third parties" in that paragraph is deemed to be replaced with "the stock company".

A possessor of share certificates is presumed to be the lawful owner of the rights in relation to the shares representing relevant share certificates.

A person who receives delivery of the share certificates acquires the rights in relation to the shares represented by relevant share certificates; 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.

In a case as set forth in one the following items, a stock company must enter or record in the shareholder register the information that is required to be entered in the shareholder register in respect of any shareholder holding shares as referred to in that item:

if it has issued shares;

if it has acquired shares in relevant stock company;

if it has disposed of treasury shares.

In cases of consolidating shares, a stock company must state or record the matters to be specified in the shareholder register related to the shareholders of relevant shares on the shareholder register, with regard to the consolidated shares.

If a stock company splits its shares, it must enter or record in the shareholder register the information that is required to be entered in the shareholder register in respect of any shareholder holding a share that has been split.

A person acquiring shares (other than the stock company itself, hereinafter in this Section referred to as "acquirer of shares") from any person other than the stock company that issued those shares may request the stock company to enter or record in the shareholder register the information that is required to be entered in the shareholder register in connection with those shares.

Except for the 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 made jointly with the person stated or recorded in the shareholder register as the shareholder of the shares so acquired, or general successors including the person's heirs.

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

that acquirer of shares has obtained approval under Article 136 as to an intended acquisition of those shares with restriction on transfer;

that acquirer of shares has obtained approval under Article 137, paragraph (1) as to a completed acquisition of those shares with restriction on transfer;

that acquirer of shares is a designated purchaser provided for in Article 140, paragraph (4);

that acquirer of shares is a person who has acquired the shares with restriction on transfer by general succession including inheritance.

A subsidiary company may not acquire the shares of a stock company that is its parent company (hereinafter in this Article referred to as "parent company's shares").

The provisions of the preceding paragraph do not apply to the following cases:

if the subsidiary company accepts the transfer of the parent company's shares held by another company if the subsidiary company accepts the transfer of the entire business of relevant other company (including foreign companies);

if the subsidiary company succeeds to the parent company's shares from a company disappearing due to merger;

if the subsidiary company succeeds to the parent company's shares from another company by absorption-type company split;

if the subsidiary company succeeds to the parent company's shares from another company by incorporation-type company split; or

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

The subsidiary company must dispose of the parent company's shares held by the same at an appropriate time.

If shareholders of shares with restriction on transfer intend to transfer the shares with restriction on transfer held by the same to others (excluding the stock company which issued relevant shares 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 shares with restriction on transfer.

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

Except for the 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 made jointly with the person stated or recorded in the shareholder register as the shareholder of the shares so acquired, or 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 relevant items:

requests pursuant to the provisions of Article 136: the following matters:

the number of shares with restriction on transfer that the shareholders making relevant request intend to transfer to others (or, for a company with class shares, the classes of the shares and the number of shares for each class);

the name of the person accepting the transfer of the shares with restriction on transfer referred to in (a);

if a stock company determines not to give approval under Article 136, if it is requested that relevant stock company or designated purchaser provided for in Article 140, paragraph (4) purchase the shares with restriction on transfer referred to in (a), the statement to that effect;

the request pursuant to the provisions of paragraph (1) of the preceding Article: the following matters:

the number of shares with restriction on transfer which the acquirer of shares making relevant request has acquired (or, for a company with class shares, the classes of the shares and the number of shares for each class);

the name of the acquirer of shares referred to in (a);

if a stock company determines not to effect the approval under paragraph (1) of the preceding Article, and it is requested that relevant stock company or the designated purchaser provided for in Article 140, paragraph (4) purchase the shares with restrictions on their transfer referred to in (a), a statement to that effect.

The determination by a stock company as to whether or not to grant approval under Article 136 or Article 137, 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 if it is otherwise provided for in the articles of incorporation.

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 (hereinafter in this Subsection referred to as "requester for approval of transfer") of the content of relevant determination.