①Whenever a stock company intends to solicit persons to subscribe for shares it issues or for treasury shares it disposes of, the stock company must prescribe the following matters with respect to the shares for subscription (meaning shares the stock company allots to persons who subscribed for those shares in response to the solicitation; hereinafter the same applies in this Section):

②The determination of the matters set forth in each item of the preceding paragraph (hereinafter in this Section referred to as "subscription requirements") must be made by a resolution at a shareholders meeting.

③If the amount to be paid in under paragraph (1), item (ii) is particularly favorable to subscribers for the shares for subscription, the directors must, at the shareholders meeting under the preceding paragraph, explain the reasons for the need to solicit these persons with such an offer of the amount to be paid in.

④For a company with class shares, if the class of the shares for subscription under paragraph (1), item (i) is that of shares with restriction on transfer, the determination of the subscription requirements regarding the class of shares does not become effective without a resolution at the relevant general meeting of class shareholders, except if there are provisions in the articles of incorporation to the effect that, with respect to the solicitation of subscribers for relevant class shares, a resolution at the general meeting of class shareholders constituted by the class shareholders of relevant class shares is not required; provided, however, that this does not apply to cases where there is no class shareholder who can exercise voting right at relevant general meeting of class shareholders.

⑤The subscription requirements must be uniform for each solicitation under paragraph (1).

①Notwithstanding the provisions of paragraphs (2) and (4) of the preceding Article, at a shareholders meeting, the determination of the subscription requirements may be delegated to the directors by a resolution at the relevant shareholders meeting (or, for a company with board of directors, of the board of directors). In these cases, the shareholders meeting must prescribe the maximum number of the shares for subscription for which the subscription requirements may be determined under that delegation, and the minimum amount to be paid in.

②If the minimum amount to be paid in in the preceding paragraph is particularly favorable to subscribers for the shares for subscription, the directors must, at the shareholders meeting under that paragraph, explain the reason for the need to solicit that persons with such an offer of the amount to be paid in.

③The resolution under paragraph (1) is effective with respect only to solicitations under paragraph (1) of the preceding Article under which the date in item (iv) of that paragraph (if a period is determined under that item, the last day of the period) falls within one year from the day of relevant resolution.

④For a company with class shares, if the class of the shares for subscription under paragraph (1) is that of shares with restriction on transfer, the delegation of the determination of the subscription requirements regarding relevant class shares does not become effective without a resolution at the general meeting of class shareholders constituted by the class shareholders of relevant class shares, except if there are provisions in the articles of incorporation under paragraph (4) of the preceding Article with respect to relevant class shares; provided, however, that this does not apply to cases where there is no class shareholder who can exercise voting right at relevant general meeting of class shareholders.

①Except for cases provided for in Article 199, paragraph (3), for the purpose of the application of the provisions of paragraph (2) of that Article to a public company, the term "shareholders meeting" in that paragraph is deemed to be replaced with "board of directors meeting". In these cases, the provisions of the preceding Article do not apply.

②If subscription requirements are determined by a resolution at the board of directors meeting provided for in Article 199, paragraph (2) applied following the deemed replacement of terms pursuant to the provisions of the preceding paragraph, if a public company solicits subscribers for shares with a market price, it may prescribe, in lieu of the matters set forth in paragraph (1), item (ii) of that Article, the method for determining the amount to be paid in that is appropriate to realize payment in at a fair value.

③If a public company has determined subscription requirements by a resolution at the board of directors meeting provided for in Article 199, paragraph (2) applied following the deemed replacement of terms pursuant to the provisions of paragraph (1), that public company must notify the shareholders of relevant subscription requirements (if the method for determining the amount to be paid in has been prescribed, including that method; hereinafter the same applies in this Section) no later than two weeks prior to the day referred to in paragraph (1), item (iv) of that Article (or, if a period has been prescribed under that item, no later than two weeks prior to the first day of that period).

④A public notice may be substituted for the notice under the provisions of the preceding paragraph.

⑤The provisions of paragraph (3) do not apply in cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of shareholders is compromised, including cases where, with respect to subscription requirements, the stock company has submitted, no later than two weeks prior to the date provided for in that paragraph, a notice under Article 4, paragraphs (1) through (3) of the Financial Instruments and Exchange Act.

①In carrying out solicitation under Article 199, paragraph (1), the stock company may grant entitlement to the allotment of shares to its shareholders. In these cases, the stock company must prescribe the following matters in addition to the subscription requirements:

②In 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 shares for subscription in accordance with the number of shares they hold; provided, however, that if the number of the shares for subscription to be allotted to the shareholders includes a fractional share, it is to be rounded off.

③If 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:

④If a stock company prescribes 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:

⑤The provisions of Article 199, paragraphs (2) through (4) and the preceding two Articles do not apply if entitlement to the allotment of shares is granted to shareholders under the provisions of paragraphs (1) through (3) hereof.

①When a stock company that has issued shares that are set forth on a financial instruments exchange provided for in Article 2, paragraph (16) of the Financial Instruments and Exchange Act solicits persons to subscribe for shares it issues or for treasury shares it disposes of in accordance with the provisions on the matters set forth in Article 361, paragraph (1), item (iii) pursuant to its articles of incorporation or a resolution of the shareholders meeting, it is not necessary to determine the matters set forth in Article 199, paragraph (1), item (ii) and item (iv). In these cases, the stock company must decide the following matters concerning the shares for subscription:

②For the purpose of the application of the provisions of Article 199, paragraph (2) if the matters set forth in the items of the preceding paragraph are determined, the term "items of the preceding paragraph" in Article 199, paragraph (2) is deemed to be replaced with "items of the preceding paragraph (excluding item (ii) and item (iv)) and the items of Article 202-2, paragraph (1)". In these cases, the provisions of Article 200 and the preceding Article do not apply.

③For the purpose of application of the provisions of paragraph (1) by a company with nominating committee, etc., the phrase "the provisions on the matters set forth in Article 361, paragraph (1), item (iii) pursuant to its articles of incorporation or a resolution of the shareholders meeting" in that paragraph is deemed to be replaced with "decision on the matters provided for in Article 409, paragraph (3), item (iii) by the remuneration committee" and the term "director" is deemed to be replaced with "executive officer or director".