①At shareholders meetings, the matters provided for in this Act and any and all other matters regarding a stock company, such as the organization, operations and administration of a stock company, may be resolved.

②Notwithstanding the provisions of the preceding paragraph, for a company with board of directors, only the matters provided for in this Act and the matters provided for in the articles of incorporation may be resolved at a shareholders meeting.

③Provisions of the articles of incorporation which provide to the effect that any organization other than the shareholders meeting, such as a board of directors, board of executive officers and board of directors, may determine any matter which, pursuant to the provisions of this Act, requires the resolution at the shareholders meeting are not effective.

①Annual shareholders meetings must be called within a defined period of time after the end of each business year.

②A shareholders meeting may be called whenever necessary.

③A shareholders meeting is called by directors, except if it is called pursuant to the provisions of paragraph (4) of the following Article.

①Shareholders having consecutively for the preceding six months or more (or, if shorter period is prescribed in the articles of incorporation, the period or more) not less than three hundredths (or, if lesser proportion is prescribed in the articles of incorporation, the proportion) of the votes of all shareholders may demand the directors, by showing the matters which are the purpose of the shareholders meeting (limited to the matters on which relevant shareholders may vote) and the reason of the calling, that they call the shareholders meeting.

②For the purpose of the application of the preceding paragraph to a stock company which is not a public company, the phrase "having consecutively for the preceding six months or more (or, if shorter period is prescribed in the articles of incorporation, the period or more)" in that paragraph is deemed to be replaced with "having".

③The number of the votes of the shareholders who may not vote on the matters that are the purpose of the shareholders meeting referred to in paragraph (1) is not included in the number of the votes of all shareholders under that paragraph.

④In the following cases, the shareholders who made the demand pursuant to the provisions of paragraph (1) may call the shareholders meeting with the permission of the court:

①Directors (in cases where shareholders call a shareholders meeting pursuant to the provisions of paragraph (4) of the preceding Article, relevant shareholders; the same applies in the main clause of the following paragraph and the following Article to Article 302) must decide the following matters if they call a shareholders meeting:

②If the number of the shareholders (excluding shareholders who may not vote on all matters which may be resolved at a shareholders meetings; the same applies in the following Article to Article 302) is one thousand or more, the directors must decide the matters set forth in item (iii) of the preceding paragraph;provided, however, that this does not apply to the cases where relevant stock company is a stock company which issues the shares set forth on the financial instruments exchange provided for in Article 2, paragraph (16) of the Financial Instruments and Exchange Act and is an entity prescribed by Ministry of Justice Order.

③For the purpose of the application of the provisions of the preceding paragraph to a company with board of directors, the phrase "matters which may be resolved at the shareholders meetings" in that that paragraph is deemed to be replaced with "matters set forth in paragraph (2) of the preceding paragraph".

④At a company with board of directors, the decision of the matters set forth in each item of paragraph (1) must be made by the resolution of the board of directors meeting, except for the cases where the shareholders call the company pursuant to the provisions of paragraph (4) of the preceding Article.

①In order to call the shareholders meeting, the directors must dispatch the notice thereof to the shareholders no later than two weeks (or one week if the stock company is not a public company, except if the matters set forth in paragraph (1), item (iii) or (iv) of the preceding Article are decided, (or if a shorter period of time is provided for in the articles of incorporation if the stock company is a stock company other than the company with board of directors, the shorter period of time)) prior to the day of the shareholders meeting.

②The notice referred to in the preceding paragraph must be in writing in the following cases:

③In lieu of issuing a written notice as referred to in the preceding paragraph, the directors may issue notice by electronic or magnetic means, with the consent of the shareholders and pursuant to the provisions of Cabinet Order. In these cases, the directors are deemed to have issued the written notice referred to in that paragraph.

④The notice under the preceding two paragraphs must specify or record the matters set forth in each item of paragraph (1) of the preceding Article.

Notwithstanding the provisions of the preceding Article, the shareholders meeting may be held without the procedures of calling if the consent of all shareholders is obtained;provided, however, that this does not apply if the matters set forth in Article 298, paragraph (1), item (iii) or item (iv) are decided.

①If the matters set forth in Article 298, paragraph (1), item (iii) are decided, the directors must, when dispatching a notice under Article 299, paragraph (1), give the shareholder the document stating matters of reference for voting (hereinafter in this Section referred to as "reference documents for shareholders meetings") and the document to be used by the shareholder to vote (hereinafter in this Section referred to as "voting form") pursuant to the provisions of Ministry of Justice Order.

②If the directors issue notices by electronic or magnetic means as referred to in Article 299, paragraph (3) to the shareholders who have given consent under the same paragraph, in lieu of delivering the reference documents for shareholders meetings and voting forms pursuant to the provisions of the preceding paragraph, the directors may use electronic or magnetic means to provide the information that is required to be detailed in those documents;provided, however, that if requested by any shareholder, they must deliver these documents to the shareholder.

①If the matters set forth in Article 298, paragraph (1), item (iv) are decided, the directors must, when dispatching a notice under Article 299, paragraph (1), give the shareholders the reference documents for shareholders meetings pursuant to the provisions of Ministry of Justice Order.

②If the directors issue notice by electronic or magnetic means as referred to in Article 299, paragraph (3) to the shareholders who have given consent as referred to in that paragraph, in lieu of delivering the reference documents for shareholders meetings pursuant to the provisions of the preceding paragraph, the directors may use electronic or magnetic means to provide the information that is required to be detailed in those documents;provided, however, that, if requested by any shareholder, the directors must give the reference documents for shareholders meetings to the shareholder.

③In the case provided for in paragraph (1), when using electronic or magnetic means as referred to in Article 299, paragraph (3) to notify the shareholders that have given the consent referred to in that paragraph, the directors must use that electronic or magnetic means to provide the shareholders with the information that is required to be detailed in the voting form, pursuant to the provisions of Ministry of Justice Order.

④In the case provided for in paragraph (1), if any shareholder who has not given consent under Article 299, paragraph (3) requests, no later than one week prior to the day of the shareholders meeting, to be provided with the information that is required to be detailed in the voting form by electronic or magnetic means, the directors must use electronic or magnetic means to immediately provide the shareholder with that information, pursuant to the provisions of Ministry of Justice Order.

①Shareholders may demand that the directors include certain matters (limited to the matters on which relevant shareholders may vote; the same applies in the following paragraph) in the purpose of the shareholders meeting.

②Notwithstanding the provisions of the preceding paragraph, at a company with board of directors, only shareholders having consecutively for the preceding six months or more (or, if shorter period is prescribed in the articles of incorporation, the period or more) not less than one hundredth (or, if lesser proportion is prescribed in the articles of incorporation, the proportion) of the votes of all shareholders or not less than three hundred (or, if lesser number is prescribed in the articles of incorporation, the number of) votes of all shareholders may demand the directors that the directors include certain matters in the purpose of the shareholders meeting. In these cases, that demand must be submitted no later than eight weeks (or, if shorter period is prescribed in the articles of incorporation, the period or more) prior to the day of the shareholders meeting.

③For the purpose of the application of the preceding paragraph to a company with board of directors which is not a public company, the phrase "having consecutively for the preceding six months or more (or, if shorter period is prescribed in the articles of incorporation, the period or more)" in that paragraph is deemed to be replaced with "having".

④The number of the votes to which the shareholders who may not vote on the certain matters referred to in paragraph (2) are entitled is not included in the number of the votes of all shareholders under that paragraph.

Shareholders may submit proposals at the shareholders meeting with respect to the matters that are the purpose of the shareholders meeting (limited to the matters on which relevant shareholders may vote; the same applies in paragraph (1) of the following Article);provided, however, that this does not apply if relevant proposals are in violation of the laws or the articles of incorporation, or if three years have not elapsed from the day on which, with respect to the proposal which is essentially identical to relevant proposal, affirmative votes not less than one tenths (or, if any proportion less than that is provided for in the articles of incorporation, the proportion) of the votes of all shareholders (excluding the shareholders who may not exercise their voting rights on the proposal) were not obtained.

①Shareholders may demand the directors that, no later than eight weeks (or, if any period less than that is provided for in the articles of incorporation, the period) prior to the day of the shareholders meeting, shareholders be notified of the summary of the proposals which relevant demanding shareholders intend to submit with respect to the matters that are the purpose of the shareholders meeting (or, if a notice pursuant to Article 299, paragraph (2) or paragraph (3) is to be given, the summary be specified or recorded in that notice);provided, however, that, for a company with board of directors, only shareholders having consecutively for the preceding six months or more (or, if shorter period is prescribed in the articles of incorporation, the period or more) not less than one hundredth (or, if lesser proportion is prescribed in the articles of incorporation, the proportion) of the votes of all shareholders or not less than three hundred (or, if lesser number is prescribed in the articles of incorporation, the number of) votes of all shareholders may make relevant demand.

②For the purpose of the application of the proviso to the preceding paragraph to a company with board of directors which is not a public company, the phrase "having consecutively for the preceding six months or more (or, if shorter period is prescribed in the articles of incorporation, the period or more)" in that paragraph is deemed to be replaced with "having".

③The number of the votes to which the shareholders who may not vote on the matters that are the purpose of the shareholders meeting referred to in paragraph (1) are entitled is not included in the number of the votes of all shareholders under the proviso to that paragraph.

④If shareholders of a company with board of directors make a demand pursuant to the provisions of paragraph (1), if the number of proposals that the shareholders intend to submit exceeds ten, the provisions of the preceding three paragraphs does not apply to the number of proposals corresponding to the number in excess of ten.In this case, the number of the proposals that these shareholders intend to submit set forth in the following items are governed by the corresponding items.

⑤The proposals corresponding to those which are in excess of the ten provided in the first sentence of the preceding paragraph are specified by the directors;provided, however, that if the shareholders who made requests pursuant to the provisions of paragraph (1) set the order of priority among the proposals for all or part of the two or more proposals that the shareholders intend to submit the request, the directors will the proposals in accordance with the order of priority.

⑥The provisions of paragraph (1) to paragraph (3) do not apply if the proposals under paragraph (1) are in violation of the laws or the articles of incorporation, or if three years have not elapsed from the day on which, with respect to the proposal which is essentially identical to the proposal, affirmative votes not less than one tenths (or, if any proportion less than that is provided for in the articles of incorporation, the proportion) of the votes of all shareholders (excluding the shareholders who may not exercise their voting rights on the proposal) were not obtained.

①A stock company or shareholders who hold not less than one hundredth (or, if any proportion less than that is provided for in the articles of incorporation, the proportion) of the votes of all shareholders (excluding the shareholders who may not vote on all matters which may be resolved at the shareholders meeting) may file a petition with the court, before a shareholders meeting, for the appointment of an inspector who is to be retained to investigate the calling procedures and method of resolutions relating to relevant shareholders meeting.

②For the purpose of the provisions of the preceding paragraph to a company with board of directors which is a public company, in that paragraph, the phrase "matters which may be resolved at the shareholders meeting" is deemed to be replaced with "matters set forth in Article 298, paragraph (1), item (ii)" and "hold" is deemed to be replaced with "have held, for the consecutive period of six months or more (or, if any period less than that is provided for in the articles of incorporation, the period)"; and for the purpose of the provisions of the preceding paragraph to a company with board of directors which is not a public company, and the phrase "matters which may be resolved at the shareholders meeting" in that paragraph is deemed to be replaced with "matters set forth in Article 298, paragraph (1), item (ii)".

③If the petition for the appointment of an inspector pursuant to the provisions of the preceding two paragraphs has been filed, the court must appoint the inspector except in case it dismisses relevant petition as non-conforming.

④If the court has appointed the inspector set forth in the preceding paragraph, it may fix the amount of the compensation which the stock company pays to relevant inspector.

⑤The inspector set forth in paragraph (3) must conduct the necessary investigation and submit a report to the court by providing it with a document detailing the results of the investigation or with an electronic or magnetic record (limited to one prescribed by Ministry of Justice Order) in which these have been recorded.

⑥If the court finds it necessary to for the purpose of clarification of the contents of the report set forth in the preceding paragraph or of confirmation of the grounds supporting the report, it may request the inspector set forth in paragraph (3) a further report set forth in the preceding paragraph.

⑦When the inspector set forth in paragraph (3) reports pursuant to paragraph (5), the inspector must deliver a copy of the document referred to in that paragraph to the stock company (in cases where the person who filed a petition for the appointment of an inspector was not relevant stock company, relevant stock company and that person) or use a means prescribed by Ministry of Justice Order to provide it with the information recorded in the electronic or magnetic record referred to in that paragraph.

①If the report under paragraph (5) of the preceding Article is submitted, if the court finds it necessary, it must order the directors to take some or all of the measures set forth below:

②If the court orders the measures set forth in item (i) of the preceding paragraph, the directors must disclose the content of the report under paragraph (5) of the preceding Article at the shareholders meeting under that paragraph.

③In the cases provided for in the preceding paragraph, the directors (or the directors and company auditors for a company with company auditor) must investigate the content of the report under paragraph (5) of the preceding Article and report the result thereof to the shareholders meeting under paragraph (1), item (i).

①Shareholders (excluding the shareholder prescribed by Ministry of Justice Order as the entity in a relationship that may allow the stock company to have substantial control of the entity through the holding of one quarter or more of the votes of all shareholders of the entity or other reasons) are entitled to one vote for each one share they hold at the shareholders meeting;provided, however, that, in cases where a share unit is provided for in the articles of incorporation, they are entitled to one vote for each one unit of the shares.

②Notwithstanding the provisions of the preceding paragraph, a stock company does not have any votes with respect to its treasury shares.

①Unless otherwise provided for in the articles of incorporation, the resolution at a shareholders meeting is passed by a majority of the votes of the shareholders present at the meeting where the shareholders holding a majority of the votes of the shareholders who are entitled to vote are present.

②Notwithstanding the provisions of the preceding paragraph, the resolutions at the following shareholders meetings must be passed by a majority of two thirds (if a higher proportion is provided for in the articles of incorporation, the proportion) or more of the votes of the shareholders present at the meeting where the shareholders holding a majority (if a proportion of one third or more is provided for in the articles of incorporation, the proportion or more) of the votes of the shareholders entitled to vote at relevant shareholders meeting are present. In these cases, it is not precluded from providing in the articles of incorporation, in addition to relevant requirements for the resolutions, additional requirements including those providing to the effect that the approval of a certain number or more of the shareholders are required:

③Notwithstanding the provisions of the preceding two paragraphs, the resolutions at the following shareholders meetings (excluding the shareholders meetings of a company with class shares) must be passed by at least half (if a higher proportion is provided for in the articles of incorporation, the proportion or more) of the shareholders entitled to vote at relevant shareholders meeting, being a majority of two thirds (if a higher proportion is provided for in the articles of incorporation, the proportion) or more of the votes of relevant shareholders:

④Notwithstanding the provisions of the preceding three paragraphs, resolutions at the shareholders meetings which effect any amendment in the articles of incorporation (excluding those which repeal relevant provisions of the articles of incorporation) with respect to the amendment in the articles of incorporation pursuant to the provisions of Article 109, paragraph (2) must be passed by the majority (if a higher proportion is provided for in the articles of incorporation, the proportion or more) of all shareholders, being a majority equating three quarters (if a higher proportion is provided for in the articles of incorporation, the proportion) or more of the votes of all shareholders.

⑤For a company with board of directors, matters other than the matters set forth in Article 298, paragraph (1), item (ii) may not be resolved at the shareholders meeting;provided, however, that this does not apply to the election of the persons provided for in Article 316, paragraph (1) or paragraph (2), nor to requests for the presence of a financial auditor under Article 398, paragraph (2).

①Shareholders may vote by proxy. In these cases, relevant shareholders or proxies must submit to the stock company a document evidencing the authority of proxy.

②The grant of the authority of proxy under the preceding paragraph must be made for each shareholders meeting.

③Shareholders or proxies referred to in paragraph (1) may, in lieu of submitting a document evidencing the authority of proxy, use electronic or magnetic means to provide the information that is required to be detailed in the document, with the approval of the stock company and pursuant to the provisions of Cabinet Order. In these cases, the shareholders or proxies are deemed to have submitted relevant document.

④If the shareholders are the persons who gave consent under Article 299, paragraph (3), the stock company may not refuse to grant the approval under the preceding paragraph without justifiable reasons.

⑤The stock company may restrict the number of proxies who may attend the shareholders meeting.

⑥The stock company must keep the documents evidencing the authority of proxy and the electronic or magnetic record in which information with which it is provided by the electronic or magnetic means referred to in paragraph (3) has been recorded at its head office for the period of three months from the day of the shareholders meeting.

⑦The shareholders (excluding the shareholders who may not vote on all matters which may be resolved at the shareholders meeting under the preceding paragraph; the same applies in paragraph (4) of the following Article and Article 312, paragraph (5)) may submit the following request at any time during the business hours of the stock company. In these cases, the reasons for relevant requests must be disclosed:

⑧If a request specified in the preceding paragraph is made, a stock company may not refuse the request, except in cases it falls under any of the following:

①The exercise of voting rights in writing is effected by entering the voting form with necessary matters and submitting it to the stock company no later than the time prescribed by Ministry of Justice Order.

②The number of the votes exercised in writing pursuant to the provisions of the preceding paragraph is included in the number of the votes of the shareholders who are present at the meeting.

③The stock company must keep the voting forms submitted pursuant to the provisions of paragraph (1) at its head office for the period of three months from the day of the shareholders meeting.

④The shareholders may make requests for the inspection or copying of the voting forms submitted pursuant to the provisions of paragraph (1) at any time during the business hours of the stock company. In these cases, the reasons for the requests must be disclosed.

⑤If a request specified in the preceding paragraph is made, a stock company may not refuse relevant request, except in cases it falls under any of the following:

①The exercise of voting rights by electronic or magnetic means is effected by using electronic or magnetic means to provide the stock company with the information that is required to be entered in the voting form no later than the time prescribed by Ministry of Justice Order, with the approval of the stock company and pursuant to the provisions of Cabinet Order.

②If the shareholders are the persons who have given consent under Article 299, paragraph (3), the stock company may not refuse to give the approval under the preceding paragraph without justifiable reasons.

③The number of the votes exercised by electronic or magnetic means pursuant to the provisions of paragraph (1) is included in the number of the votes of the shareholders who are present at the meeting.

④The stock company must keep any electronic or magnetic record in which the information with which it has been provided pursuant to the provisions of paragraph (1) has been recorded at its office for the period of three months from the day of the shareholders meeting.

⑤The shareholders may, at any time during the business hours of the stock company, request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph. In these cases, the reasons for the requests must be disclosed.

⑥If a request specified in the preceding paragraph is made, a stock company may not refuse the request, except in cases it falls under any of the following:

①Shareholders may diversely exercise voting rights they hold.

②For a company with board of directors, the shareholders under the preceding paragraph must notify the stock company that they will diversely exercise their voting rights and of the reason thereof no later than three days prior to the day of the shareholders meeting.

③If the shareholders referred to in the paragraph (1) are not persons who hold the shares on behalf of others, the stock company may refuse the diverse exercise of voting rights held by relevant shareholders pursuant to the provisions of that paragraph.

If a director, an accounting advisor, a company auditor or an executive officer is requested by the shareholders to provide explanations on certain matters at the shareholders meeting, they must provide necessary explanations with respect to relevant matters;provided, however, that this does not apply if relevant matters are not relevant to the matters that are the purpose of the shareholders meeting, or if the explanations are to the serious detriment of the common interest of the shareholders, or in other cases prescribed by Ministry of Justice Order as the cases where there are justifiable grounds.

①The chairperson of the shareholders meeting maintains the order of relevant shareholders meeting and organize the business of the meeting.

②The chairperson of the shareholders meeting may require any one who does not comply with the orders of the chairperson or who otherwise disturbs the order of relevant shareholders meeting to leave the room.

①At a shareholders meeting, a person to investigate the materials submitted or provided to relevant shareholders meeting by the directors, accounting advisors, company auditors, board of company auditors and financial auditors may be elected by a resolution at the relevant shareholders meeting.

②At the shareholders meeting which is called pursuant to the provisions of Article 297, a person who will be charged to investigate the status of the operations and property of the stock company may be elected by a resolution at the relevant shareholders meeting.

If a resolution for the postponement or adjournment is passed at the shareholders meeting, the provisions of Article 298 and Article 299 do not apply.

①Minutes must be prepared with respect to the business of a shareholders meeting pursuant to the provisions of Ministry of Justice Order.

②The stock company must keep the minutes referred to in the preceding paragraph at its head office for the period of ten years from the day of the shareholders meeting.

③The stock company must keep copies of the minutes referred to in paragraph (1) at its branch offices for the period of five years from the day of the shareholders meeting;provided, however, that this does not apply to the cases where relevant minutes have been prepared by an electronic or magnetic record and the stock company adopts the measures prescribed by Ministry of Justice Order as measures enabling its branch offices to respond to the request set forth in item (ii) of the following paragraph.

④The shareholders and creditors may submit the following requests at any time during the business hours of the stock company:

⑤If it is necessary for the purpose of exercising the rights of a member of the parent company of a stock company, the relevant member of the parent company may, with the permission of the court, make the requests set forth in each item of the preceding paragraph with respect to the minutes referred to in paragraph (1).

①If directors or shareholders submit a proposal with respect to a matter which is the purpose of the shareholders meeting, if all shareholders (limited to those who may vote with respect to relevant matter) manifest their intention to agree to relevant proposal in writing or in an electronic or magnetic record, it is deemed that the resolution to approve relevant proposal has been passed at the shareholders meeting.

②The stock company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for a period of ten years from the day when the resolution at the shareholders meeting is deemed to have been passed pursuant to the provisions of the preceding paragraph.

③The shareholders and creditors may submit the following requests at any time during the business hours of the stock company:

④If it is necessary for the purpose of exercising the rights of a member of the parent company of a stock company, the relevant member of the parent company may, with the permission of the court, make the requests set forth in each item of the preceding paragraph with respect to the document or electronic or magnetic record referred to in paragraph (2).

⑤If it is deemed that the resolutions to approve proposals on all matters that are the purpose of the annual shareholders meeting have been passed at the shareholders meeting pursuant to the provisions of paragraph (1), relevant annual shareholders meeting is deemed concluded at that time.

If the directors notify all shareholders of any matter that is to be reported to the shareholders meeting, if all shareholders manifest in writing or in an electronic or magnetic record their intention to agree that it is not necessary to report relevant matter to the shareholders meeting, it is deemed that relevant matter has been reported to the shareholders meeting.

At general meetings of class shareholders, only the matters provided for in this Act and the matters provided for in the articles of incorporation may be resolved.

①If a company with class shares carries out an act set forth in the following items, if it is likely to cause detriment to the class shareholders of any class of shares, relevant act does not become effective unless a resolution is passed at a general meeting of class shareholders constituted by the class shareholders of the shares of relevant class (if there are two or more classes of shares relating to relevant class shareholders, referring to the respective general meetings of class shareholders constituted by the class shareholders categorized by the class of relevant two or more classes of shares; hereinafter the same applies in this Article);provided, however, that this does not apply to the case where there exists no class shareholder who may exercise votes at relevant general meeting of class shareholders:

②A company with class shares may provide in the articles of incorporation that, as a feature of a certain class of shares, a resolution at the general meeting of class shareholders pursuant to the provisions of the preceding paragraph is not required.

③The provisions of the paragraph (1) do not apply to general meeting of class shareholders constituted by the class shareholders of the class which is subject to the provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph;provided, however, that this does not apply to the cases where the amendment in the articles of incorporation prescribed in paragraph (1), item (i) (excluding the amendment relating to share unit) is carried out.

④After shares of a certain class are issued if it is intended to create provisions pursuant to the provisions of paragraph (2) with respect to the shares of the class by effecting an amendment in the articles of incorporation, the consent of all class shareholders of the class must be obtained.

If, at a company with class shares, there are provisions, as a feature of a certain class of shares, to the effect that, with respect to the matter that is subject to the resolution at the 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), in addition to relevant resolution, the resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class of shares is required, relevant matter does not become effective unless the resolution is passed at a general meeting of class shareholders constituted by the class shareholders of the shares of relevant class in addition to the resolution at the shareholders meeting, board of directors or board of liquidators, consistently with the provisions of articles of incorporation;provided, however, that this does not apply to the case where there exists no class shareholder who may vote at relevant general meeting of class shareholders.

①Unless otherwise provided for in the articles of incorporation, resolutions at a general meeting of class shareholders are passed by a majority of the votes of the shareholders of that class present at the meeting where the shareholders who hold a majority of the votes of all shareholders of the shares of relevant class are present.

②Notwithstanding the provisions of the preceding paragraph, the resolutions at the following general meetings of class shareholders must be passed by a majority of two thirds (if any higher proportion is provided for in the articles of incorporation, the proportion) or more of the votes of the shareholders present at the meeting where the shareholders who hold a majority of the votes (if any proportion of one third or more is provided for in the articles of incorporation, the proportion or more) of the shareholders who are entitled to vote at relevant general meeting of class shareholders are present. In these cases, it is not precluded from providing in the articles of incorporation, in addition to relevant requirements for resolution, additional requirements including those providing to the effect that the approval of a certain number or more of the shareholders are required:

③Notwithstanding the provisions of the preceding two paragraphs, the resolutions at the following general meetings of class shareholders must be passed by a majority (if a higher proportion is provided for in the articles of incorporation, the proportion or more) of the shareholders entitled to vote at relevant general meeting of class shareholders, being a majority of two thirds (if a higher proportion is provided for in the articles of incorporation, the proportion) or more of the votes of relevant shareholders:

The provisions of the preceding Subsection (excluding Article 295, paragraph (1) and paragraph (2), Article 296, paragraph (1) and paragraph (2), and Article 309) apply mutatis mutandis to the general meeting of class shareholders. In these cases, in Article 297, paragraph (1),the term "all shareholders" is deemed to be replaced with "all shareholders (limited to the shareholders of a certain class of shares; hereinafter the same applies in this Subsection (excluding Article 308, paragraph (1)))", and the term "shareholders" is deemed to be replaced with "shareholders (limited to the shareholders of a certain class of shares; hereinafter the same applies in this Subsection (excluding Article 318, paragraph (4) and Article 319, paragraph (3))".

A stock company may provide in its articles of incorporation that when the directors perform shareholders meeting (including general meeting of class shareholders) convocation procedures, measures may be taken for electronic provision (measures so that shareholders (if the general meeting of class shareholders is convened, limited to shareholders of shares of a class) can receive the provision of information by electronic or magnetic means as prescribed in a Ministry of Justice Order; the same applies in this Subsection, Article 911, paragraph (3), item (xii)-2 and Article 976, item (xix)) of the information which is the content of the materials set forth in the following items (hereinafter in this Subsection referred to as " reference documents for shareholders meeting").In this case, it is sufficient for the articles of incorporation to provide that measures for electronic provision are taken.

①In the cases set forth in each item of Article 299, paragraph (2), the directors of a stock corporation with articles of incorporation that provide that measures for electronic provision are taken must continuously take measures for electronic provision of information related to the matters specified in the following items during the period from the day three weeks prior to the day of the shareholders meeting or the day that the notice specified in paragraph (1) of that Article is issued, whichever is earlier (hereinafter in this Subsection referred to as the "electronic provision measures commencement date"), to the day on which three months have lapsed after the day of the shareholders meeting (hereinafter in this Subsection referred to as the "electronic provision measures period").

②Notwithstanding the provisions of the preceding paragraph, if the directors deliver voting forms to shareholders when serving the notice set forth in Article 299, paragraph (1), measures for the electronic provision of information need not be taken pursuant to the provisions of the preceding paragraph with regard to information related to matters to be contained in the voting forms.

③Notwithstanding the provisions of the paragraph (1), if a stock company that is required to submit an annual securities report to the Prime Minister with respect to shares that the company issues pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act performs the procedures for submission of an annual securities report (including attachments and their correct reports) stating the matters set forth in each item of paragraph (1) (limited to matters relating to the annual shareholders meeting and excluding matters to be stated in the voting form) by the electronic provision measures commencement date using an electronic data processing system for disclosure provided in Article 27-30-2 of the Act (hereinafter in this Subsection simply referred to as "electronic data processing system for disclosure"), the stock company does not be required to take electronic measures pursuant to the provisions of the paragraph with respect to information related to those matters.

①For the purpose of the application of the provisions of Article 299, paragraph (1) if measures for electronic provision are taken pursuant to the provisions of paragraph (1) of the preceding Article, the phrase "two weeks (or one week if the stock company is not a public company, except if the matters set forth in paragraph (1), item (iii) or (iv) of the preceding Article are prescribed, (or if a shorter period of time is provided for in the articles of incorporation if the stock company is a stock company other than the company with board of directors, relevant shorter period of time))" in that paragraph is deemed to be replaced with "two weeks."

②Notwithstanding the provisions of Article 299, paragraph (4), if measures for electronic provision are taken pursuant to the provisions of paragraph (1) of the preceding paragraph, the matters set forth in Article 298, paragraph (1), item (v) need not be stated or recorded in the notice provided pursuant to Article 299, paragraph (2) or paragraph (3).In this case, beyond the matters provided for in item (i) through item (iv) of that paragraph, the notice must state or record the matters set forth below:

③Notwithstanding the provisions of Article 301, paragraph (1), Article 302, paragraph (1), Article 437, and Article 444, paragraph (6), when the directors of a stock company with articles of incorporation that contain provisions to the effect that measures for electronic provision are taken serve the notice set forth in Article 299, paragraph (1), reference documents for shareholders meeting need not be delivered or provided to shareholders.

④With respect to the application of the provisions of Article 305, paragraph (1) to a stock company with articles of incorporation that contain provisions to the effect that measures for electronic provision are taken, in that paragraph, the term "that summary be specified or recorded in that notice" is deemed to be replaced with "measures for electronic provision as set forth in Article 325-2 with respect to an outline of the proposal be taken."

①A shareholder (excluding a shareholder who gave the consent provided in Article 299, paragraph (3) (including cases where applied mutatis mutandis under Article 325)) of a stock corporation with articles of incorporation that provide that measures for electronic provision are taken may make a request to the stock company for delivery of documents stating the matters set forth in each item of Article 325-3, paragraph (1) (including cases where applied mutatis mutandis under Article 325-7 (hereinafter referred to in this Article as "electronic provision measures matters")).

②If measures for electronic provision are taken pursuant to the provisions of Article 325-3, paragraph (1), and giving the notice provided in Article 299, paragraph (1), the directors must deliver to shareholders (if a record date (meaning a record date provided in Article 124, paragraph (1)) specifying the persons who can exercise voting rights at the relevant shareholders meeting is set, limited to persons who requested delivery of documents by the record date) who made a request pursuant to the preceding paragraph (hereinafter referred to in this Article as "request for delivery of documents") documents stating the electronic provision measures matters concerning the relevant shareholders meeting.

③A stock company may provide in its articles of incorporation that all or some of the electronic provision measures matters specified in a Ministry of Justice Order need not be stated in documents delivered pursuant to the provisions of the preceding paragraph.

④If a shareholder made a request for delivery of documents, a stock company may, after the lapse of one year from the day of the request for delivery of documents (if the shareholder made an objection pursuant to the provisions of the proviso of the following paragraph, from the day of the objection), serve notice to the shareholder to the effect that it will terminate the delivery of documents pursuant to the provisions of paragraph (2) and provide notification to the effect that if the shareholder has an objection to that termination, the shareholder should make an objection within a certain period (hereinafter referred to in this Article as the "notification period");provided, however, that the notification period may not be less than one month.

⑤A request for delivery of documents by a shareholder who received notice or notification pursuant to the provisions of the preceding paragraph ceases to be effective when the notification period lapses;provided, however, that this does not apply if the shareholder made an objection within the notification period.

Notwithstanding the provisions of Article 325-3, paragraph (1), if measures for electronic provision are interrupted (meaning instances where information that was made available to shareholders is no longer made available or the information is modified after it is made available (excluding corrections made pursuant to the provisions of item (vii) of that paragraph), the same applies hereinafter in this Article) during the electronic provision measures period, in cases falling under all of the following items, relevant interruption of measures for electronic provision does not have an impact on the effectiveness of those measures for electronic provision.

The provisions of Article 325-3 through the preceding Article (excluding Article 325-3, paragraph (1) (limited to the portion related to item (v) and item (vi)) and paragraph (3) and Article 325-5, paragraph (1) and paragraph (3) through paragraph (5)) apply mutatis mutandis to general meetings of class shareholders. In these cases, in Article 325-3, paragraph (1), the phrase "each item of Article 299, paragraph (2)" is deemed to be replaced with "each item of Article 299, paragraph (2) applied mutatis mutandis pursuant to Article 325", the phrase "paragraph (1) of the Article" is deemed to be replaced with "paragraph (1) of the Article (limited to cases where applied mutatis mutandis pursuant to Article 325; hereinafter the same applies in the following paragraph, the following Article, and Article 325-5)", the phrase "each item of Article 298, paragraph (1)" is deemed to be replaced with "each item of Article 298, paragraph (1) (limited to cases where applied mutatis mutandis pursuant to Article 325)",the phrase "Article 301, paragraph (1)" is deemed to be replaced with "Article 301, paragraph (1) applied mutatis mutandis pursuant to Article 325",the phrase "Article 302, paragraph (1)" is deemed to be replaced with "Article 302, paragraph (1) applied mutatis mutandis pursuant to Article 325", the phrase "Article 305, paragraph (1)" is deemed to be replaced with "Article 305, paragraph (1) (limited to cases where applied mutatis mutandis pursuant to Article 325; hereinafter the same applies in paragraph (4))"; in paragraph (2) of the Article, the term "shareholder" is deemed to be replaced with "shareholder (limited to the shareholders of a certain class of shares; hereinafter the same applies in the following Article through Article 325-6)", in Article 325-4, paragraph (2), the phrase "Article 299, paragraph (4)" is deemed to be replaced with "Article 299, paragraph (4) applied mutatis mutandis pursuant to Article 325", the phrase "Article 299, paragraph (2)" is deemed to be replaced with "Article 299, paragraph (2) applied mutatis mutandis pursuant to Article 325", the phrase "Article 298, paragraph (1), item (v)" is deemed to be replaced with "Article 298, paragraph (1), item (v) applied mutatis mutandis pursuant to Article 325", the phrase "item (i) through item (iv) of that paragraph" is deemed to be replaced with "item (i) through item (iv) of that paragraph applied mutatis mutandis pursuant to Article 325"; in paragraph (3) of the Article, the phrase "Article 301, paragraph (1), Article 302, paragraph (1), Article 437, and Article 444, paragraph (6)" is deemed to be replaced with "Article 301, paragraph (1), Article 302 ",paragraph (1) applied mutatis mutandis pursuant to Article 325".