Article 108Shares of Different Classes

一dividends of surplus;

二distribution of residual assets;

三capacity to exercise the right to vote at a shareholders meeting;

四that the approval of relevant stock company is required for the acquisition of relevant class shares by transfer;

五that shareholders may demand that relevant stock company acquire relevant class shares held by the shareholders;

六that relevant stock company may acquire relevant class shares on condition of certain grounds arising;

七that relevant stock company acquires all of relevant class shares by a resolution at the shareholders meeting;

八regarding the 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 board of liquidators (meaning the company with board of liquidators as provided for Article 478, paragraph (8); hereinafter the same applies in this Article)), that require, in addition to relevant resolution, a resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class shares;

九that directors (in cases of a company with audit and supervisory committee, a director who is an audit and supervisory committee member or other directors; the same applies in item (ix) of the following paragraph and Article 112, paragraph (1)) or company auditors are elected at a general meeting of class shareholders constituted by the class shareholders of relevant class shares.

一regarding dividends of surplus:the method for determining the dividend property to be delivered to the shareholders of relevant classes, the conditions for dividends of surplus, and other features relating to dividends of surplus;

二regarding the distribution of residual assets:the method for determining the value of the residual assets to be delivered to the shareholders of relevant classes, the kinds of relevant residual assets, and other features of treatment relating to the distribution of residual assets;

三regarding the matter of capacity to exercise the right to vote at shareholders meetings: the following matters:

イthe matters in relation to which the voting right may be exercised at a shareholders meeting; and

ロif any condition on the exercise of the voting right is to be prescribed for relevant class shares, the condition;

四regarding the fact that the approval of relevant stock company is required for the acquisition of relevant class shares by transfer:the matters prescribed in paragraph (2), item (i) of the preceding Article with respect to relevant class shares;

六regarding the fact that relevant stock company may acquire relevant class shares on condition of certain grounds arising: the following matters:

イthe matters prescribed in paragraph (2), item (iii) of the preceding Article with respect to relevant class shares;

ロif, in exchange for the acquisition of one share of relevant class shares, other shares of relevant stock company are delivered to relevant shareholders, the class of relevant other shares and the total number of each class, or the method for calculating the number;

七regarding the fact that relevant stock company acquires all of relevant class of shares by a resolution at a shareholders meeting: the following matters:

イthe method for determining the value of the acquisition price prescribed in Article 171, paragraph (1), item (i);

ロif any condition is to be prescribed on whether or not the resolution at relevant shareholders meeting may be effected, the condition;

八regarding the 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 board of liquidators), that require, in addition to relevant resolution, a resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class shares: the following matters:

イthe matters for which the resolution at relevant general meeting of class shareholders is required; and

ロif any condition for which the resolution at relevant general meeting of class shareholders is required is to be prescribed, the condition;

九regarding the fact that directors or company auditors are elected at a general meeting of class shareholders constituted by the class shareholders of relevant class shares: the following matters:

イthe election of directors or company auditors at a general meeting of class shareholders constituted by relevant class shareholders and the number of directors or company auditors to be elected;

ロif some or all of the directors or company auditors who may be elected pursuant to the provisions of (a) are elected jointly with other class shareholders, the class of the shares held by relevant other class shareholders, and the number of directors or company auditors to be elected jointly;

ハif there is any condition that alters the matters set forth in (a) or (b),the condition, and the matters set forth in (a) or (b) after the alternation if that condition is fulfilled; and

ニbeyond what is set forth in (a) through (c), any matter prescribed by Ministry of Justice Order.