Article 241Cases Where Entitlement to Allotment of Share Options Is Granted to Shareholders
第二百四十一条（株主に新株予約権の割当てを受ける権利を与える場合）
In carrying out solicitation under Article 238, paragraph (1), the stock company may grant entitlement to the allotment of share options to its shareholders. In these cases, in addition to the subscription requirements, the stock company must prescribe the following matters:
株式会社は、第二百三十八条第一項の募集において、株主に新株予約権の割当てを受ける権利を与えることができる。この場合においては、募集事項のほか、次に掲げる事項を定めなければならない。
a statement to the effect that the stock company will grant entitlement to the allotment of the share options for subscription of that stock company (or, for a company with class shares, the share options the shares underlying which have the class identical to the class of the shares held by relevant shareholders) to shareholders subject to the application provided for in paragraph (2) of the following Article;
the day for the application for subscription for the share options for subscription referred to in the preceding item.
In the cases provided for in the preceding paragraph, the shareholders under item (i) of that paragraph (excluding the stock company) are entitled to the allotment of the share options for subscription in accordance with the number of shares they hold;provided, however, that if the number of the share options for subscription to be allotted to relevant shareholders includes a fractional share, it is to be rounded off.
If the stock company prescribes the matters set forth in each item of paragraph (1), the subscription requirements and the matters set forth in each item of that paragraph must be prescribed in accordance with the categories of the cases set forth in the following items, by the methods provided for in each of these items:
if there are provisions in the articles of incorporation to the effect that relevant subscription requirements and the matters set forth in each item of paragraph (1) may be prescribed by decision of the directors (excluding the cases where the stock company is a company with board of directors):a decision of the directors;
if there are provisions in the articles of incorporation to the effect that relevant subscription requirements and the matters set forth in each item of paragraph (1) may be prescribed by a resolution of the board of directors meeting (excluding the cases set forth in the following item):a resolution of the board of directors meeting;
if the stock company is a public company:a resolution of the board of directors meeting;
株式会社が公開会社である場合 取締役会の決議
in cases other than those set forth in the preceding three items:a resolution at a shareholders meeting;
前三号に掲げる場合以外の場合 株主総会の決議
if a stock company determines the matters set forth in each item of paragraph (1), the stock company must notify the shareholders under item (i) of that paragraph (excluding relevant stock company) of the following matters no later than two weeks prior to the date provided for in item (ii) of that paragraph:
the features and number of share options for subscription to be allotted to relevant shareholders; and
当該株主が割当てを受ける募集新株予約権の内容及び数
the date provided for in paragraph (1), item (ii).
第一項第二号の期日
The provisions of Article 238, paragraphs (2) through (4) and the preceding two Articles do not apply in cases where entitlement to the allotment of share options is granted to the shareholders under the provisions of paragraph (1) through paragraph (3) hereof.
第二百三十八条第二項から第四項まで及び前二条の規定は、第一項から第三項までの規定により株主に新株予約権の割当てを受ける権利を与える場合には、適用しない。