Shareholders may transfer the shares held by the same.

①Transferring 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.

②Transfers effected prior to the issuance of the share certificate do not be effective regarding the share certificate-issuing company.

①A 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.

②Notwithstanding 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.

①Transferring 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.

②For 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".

①A possessor of share certificates is presumed to be the lawful owner of the rights in relation to the shares representing relevant share certificates.

②A 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.

①In 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:

②In 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.

③If 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.

①A 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.

②Except 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:

①A 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").

②The provisions of the preceding paragraph do not apply to the following cases:

③The 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.

①Acquirers 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.

②Except 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:

①The 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.

②If 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.

①If a stock company receives a request under Article 138, item (i), (c) or item (ii), (c), if it makes a determination to not give approval under Article 136 or Article 137, paragraph (1), it must purchase the shares with restriction on transfer relating to relevant requests for approval of transfer (hereinafter in this Subsection referred to as "subject shares"). In these cases, the following matters must be prescribed:

②The determination of the matters set forth in the items of the preceding paragraph must be made by a resolution at a shareholders meeting.

③Requesters for approval of transfer may not exercise voting right at the shareholders meeting referred to in the preceding paragraph;provided, however, that this does not apply if all shareholders other than relevant requesters for approval of transfer may not exercise voting right at the shareholders meeting referred to in that paragraph.

④Notwithstanding the provisions of paragraph (1), in the cases provided for in that paragraph, a stock company may designate a person to purchase some or all of the subject shares (hereinafter in this subsection referred to as "designated purchaser").

⑤The designation pursuant to the provisions of the preceding paragraph must be made by a resolution at the 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.

①If a stock company has determined the matters set forth in any item of paragraph (1) of the preceding Article, it must notify the requester for approval of transfer of these matters.

②If a stock company intends to give notice pursuant to the provisions of the preceding paragraph, it must deposit the amount obtained by multiplying the amount of the net assets per share (meaning the amount prescribed by Ministry of Justice Order as the amount of net assets per share; the same applies hereinafter) by the number of the subject shares under paragraph (1), item (ii) of the preceding Article, with a depository located in the area where its head office is located, and deliver a document certifying relevant deposit to the requester for approval of transfer.

③If the subject shares are the shares of a share certificate-issuing company, the requester for approval of transfer who received delivery of the document referred to in the preceding paragraph must deposit the share certificates representing the subject shares referred to in paragraph (1), item (ii) of the preceding Article with a depository located in the area where the head office of relevant share certificate-issuing company is located within one week from the day of receipt of relevant delivery. In these cases, the requester for approval of transfer must give notice of relevant deposit to relevant share certificate-issuing company without delay.

④If the requester for approval of a transfer under the preceding paragraph does not effect the deposit pursuant to the provisions of that paragraph within the period under that paragraph, the share certificate-issuing company may cancel the contract for the sale and purchase of the subject shares provided for in paragraph (1), item (ii) of the preceding Article.

①If a designated purchaser is designated pursuant to the provisions of Article 140, paragraph (4), the designated purchaser must notify the requester for approval of transfer of the following matters:

②If a designated purchaser intends to give notice pursuant to the provisions of the preceding paragraph, the designated purchaser must deposit the amount obtained by multiplying the amount of the net assets per share by the number of the subject shares under item (ii) of that paragraph with a depository located in the area where the head office of the stock company is located, and deliver a document certifying relevant deposit to the requester for approval of transfer.

③If the subject shares are the shares of a share certificate-issuing company, the requester for approval of transfers who received delivery of the document referred to in the preceding paragraph must deposit the share certificates representing the subject shares referred to in paragraph (1), item (ii) with a depository located in the area where the head office of relevant share certificate-issuing company is located within one week from the day of receipt of relevant delivery. In these cases, relevant requester for approval of transfer must give notice of relevant deposit to the designated purchaser without delay.

④If the requester for approval of a transfer under the preceding paragraph does not effect the deposit pursuant to the provisions of that paragraph within the period under that paragraph, the designated purchaser may cancel the contract for the sale and purchase of the subject shares provided for in paragraph (1), item (ii).

①A requester for approval of transfer who made a request under Article 138, item (i), (c) or item (ii), (c) may, after having received notice pursuant to the provisions of Article 141, paragraph (1), withdraw the request only if the requester for approval of transfer obtains the approval of the stock company.

②A requester of approval of transfer who made a request under Article 138, item (i), (c) or item (ii), (c) may, after having received notice pursuant to the provisions of paragraph (1) of the preceding Article, withdraw the request only if the requester for approval of transfer obtains the approval of the designated purchaser.

①If notice is given pursuant to the provisions of Article 141, paragraph (1), the sale price of the subject shares under Article 140, paragraph (1), item (ii) is prescribed through discussion between the stock company and the requester for approval of transfer.

②The stock company or requester for approval of transfers may file a petition for the court to determine the sale price within twenty days from the day when notice is given pursuant to the provisions of Article 141, paragraph (1).

③In order to make the determination under the preceding paragraph, the court must consider the financial conditions of the stock company at the time of the requests for approval of transfer and all other circumstances.

④Notwithstanding the provisions of paragraph (1), if a petition under paragraph (2) is made within the period provided for in that paragraph, the amount determined by the court in response to relevant petition is to be the sale price of the subject shares under Article 140, paragraph (1), item (ii).

⑤Notwithstanding the provisions of paragraph (1), if no petition under paragraph (2) is made within the period provided for in that paragraph (except if the discussions under paragraph (1) are successfully concluded within the period), the amount obtained by multiplying the amount of the net assets per share by the number of the subject shares under Article 140, paragraph (1), item (ii) is to be the sale price of the subject shares.

⑥If a deposit is effected pursuant to the provisions of Article 141, paragraph (2), and the sale price of the subject shares under Article 140, paragraph (1), item (ii) has been finalized, the stock company is deemed to have paid the sale price, in whole or in part, up to an amount equivalent to the value of the money so deposited.

⑦The provisions of the preceding paragraphs apply mutatis mutandis if notice is given pursuant to the provisions of Article 142, paragraph (1). phrase In these cases, in paragraph (1), the phrase "Article 140, paragraph (1), item (ii)" is deemed to be replaced with "Article 142, paragraph (1), item (ii)" and the term "stock company" is deemed to be replaced with "designated purchaser"; in paragraph (2), the term "stock company" is deemed to be replaced with "designated purchaser"; in paragraph (4) and paragraph (5), the phrase "Article 140, paragraph (1), item (ii)" is deemed to be replaced with "Article 142, paragraph (1), item (ii)"; and in the preceding paragraph, the phrase "Article 141, paragraph (2)" is deemed to be replaced with "Article 142, paragraph (2)", the phrase "Article 140, paragraph (1), item (ii)" is deemed to be replaced with "paragraph (1), item (ii) of that Article", and the term "stock company" is deemed to be replaced with "designated purchaser".

In the cases set forth below, the stock company is deemed to have given the approval under Article 136 or Article 137, paragraph (1);provided, however, that this does not apply if otherwise provided for by the agreement between the stock company and the requester for approval of transfer:

①Shareholders may pledge the shares which they hold.

②Pledging shares in a share certificate-issuing company does not become effective unless the share certificates representing those shares are delivered.

①Pledging shares may not be perfected against the stock company and other third parties unless the names and addresses of the pledgees are stated or recorded in the shareholder register.

②Notwithstanding the provisions of the preceding paragraph, a pledgee of shares in a share certificate-issuing company may not assert the pledge against the stock company and other third parties unless the pledgee is in continuous possession of the share certificates representing those shares.

③The provisions of Article 364 of the Civil Code do not apply to shares.

A person who pledges shares may request that the stock company enter or record the following matters in the shareholder register:

①A pledgee whose information as set forth in the items of the preceding Article has been entered or recorded in the shareholder register (hereinafter referred to as a "registered pledgee of shares") may file a request with the stock company to be issued a document showing the information set forth in the items of that Article which has been entered or recorded in the shareholder register with respect to that registered pledgee of shares, or to be provided with the electronic or magnetic record in which that information has been recorded.

②The documents 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).

③With respect to an 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.

④The provisions of the preceding three paragraphs do not apply to a share certificate-issuing company.

①It is sufficient for a notice or demand to a registered pledgee of shares to be sent by a stock company to the addresses of relevant registered pledgee of shares which have been entered or recorded in the shareholder register (or, if relevant registered pledgee of shares notifies the stock company of any different place or contact address for the receipt of notices or demands, to the place or contact address).

②The notices or demands referred to in the preceding paragraph are deemed to have arrived at the time when the notice or demand should normally have arrived.

①If a stock company carries out any of the acts set forth below, the pledge for shares is effective with respect to the monies, etc. (meaning monies and other properties; the same applies hereinafter) which the shareholders of relevant shares are entitled to receive as a result of relevant act:

②If a special controlling shareholder (meaning a special controlling shareholder as prescribed in Article 179, paragraph (1); the same applies in Article 154, paragraph (3)) acquires shares subject to cash-out (meaning shares subject to cash-out prescribed in Article 179-2, paragraph (1), item (ii); hereinafter the same applies in this paragraph) by demand for cash-out (meaning demand for cash-out as prescribed in Article 179, paragraph (2)), the pledge for shares subject to cash-out is effective for monies that shareholders of relevant shares subject to the cash-out can receive by relevant acquisition.

①If a stock company (excluding a share certificate-issuing company; hereinafter the same applies in this Article) carries out the acts set forth in paragraph (1), item (i) through item (iii) of the preceding Article (limited to the cases where relevant stock company delivers the shares when carrying out relevant acts), or carries out the act set forth in item (vi) of that paragraph, if the pledgees of the pledges under that paragraph are registered pledgees of shares (excluding those for whom the information set forth in each item of Article 148 has been entered or recorded in the shareholder register because of a request pursuant to the provisions of Article 218, paragraph (5); hereinafter the same applies in this Subsection), the names and addresses of relevant pledgees must be entered or recorded in the shareholder register with respect to the shares under paragraph (1) of the preceding Article that the shareholders are entitled to receive.

②If the consolidation of shares has been effected, if the pledgees of the pledge under paragraph (1) of the preceding Article are registered pledgees of shares, the stock company must state or record the names and addresses of the pledgees with respect to the shares that have been consolidated.

③If the share split has been effected, if the pledgees of the pledge under paragraph (1) of the preceding Article are registered pledgees of shares, the stock company must state or record the names and addresses of the pledgees with respect to the shares that have been split.

①In the cases provided for in paragraph (1) of the preceding Article, the share certificate-issuing company must deliver the share certificates representing the shares that the shareholders under Article 151, paragraph (1) receive to the registered pledgees of shares.

②In the cases provided for in paragraph (2) of the preceding Article, the share certificate-issuing company must deliver the share certificates representing the shares that have been consolidated to the registered pledgees of shares.

③In the cases provided for in paragraph (3) of the preceding Article, the share certificate-issuing company must deliver the share certificates that will be newly issued with respect to the shares that have been split to the registered pledgees of shares.

①Registered pledgees of shares may receive the monies, etc. (limited to monies) under Article 151, paragraph (1), or monies under paragraph (2) of that Article, and appropriate them as payment to satisfy their own claims in priority to other creditors.

②If a stock company performs the acts set forth in the following items, if the claims under the preceding paragraph have not yet become due and payable, the registered pledgees of shares may have the person specified in each of those items deposit an amount equivalent to the value of the monies, etc. provided for in that paragraph. In these cases, the pledge is effective with respect to the monies so deposited:

③In the case prescribed in Article 151, paragraph (2), if the claim under paragraph (1) has not yet come due and payable, a registered pledgee of shares may have the special controlling shareholders deposit an amount equivalent to the value of the monies under paragraph (2) of that Article.In this case, the pledge is effective with respect to the monies so deposited

①With regard to shares, it may not be perfected that relevant shares belong to the trust property against the stock company and other third parties unless the fact that relevant shares belong to the trust property is entered or recorded in the shareholder register

②When shares held by shareholders under Article 121, item (i) belong to the trust property, it may request the stock company to enter or record to that effect in the shareholder register.

③For the purpose of the application of the provisions of Article 122, paragraph (1) and Article 132 if the entry or record is made pursuant to the provisions of the preceding paragraph in the shareholder register, the phrase "information required to be entered in the shareholder register which has been entered or recorded in the shareholder register with respect to that shareholder" in Article 122, paragraph (1) is deemed to be replaced with "information required to be entered in the shareholder register which has been entered or recorded in the shareholder register with respect to that shareholder (including the fact that shares held by that shareholder belong to the trust property)" and the phrase "information that is required to be entered in the shareholder register in respect of any shareholder holding shares as referred to in that item" in Article 132 is deemed to be replaced with "information required to be entered in the shareholder register in respect of any shareholder holding shares as referred to in that item (including the fact that shares held by that shareholder belongs to the trust property)".

④The provisions of the preceding three paragraphs do not apply to a share certificate-issuing company.