A shareholder's liability is limited to the amount of the subscription price of the shares the shareholder holds.

A shareholder has the following rights and other rights recognized pursuant to the provisions of this Act with respect to the shares the shareholder holds:

Provisions of articles of incorporation that do not give the entirety of the rights set forth in item (i) and item (ii) of the preceding paragraph to shareholders are not effective.

If any share is co-owned by two or more persons, the co-owners may not exercise their rights in relation to relevant share unless they specify one person who exercises the rights in relation to relevant share, and notify the stock company of the name of that person;provided, however, that this does not apply if the stock company agrees to the exercise of relevant rights.

A stock company may determine the matters set forth in the following items as the features of all shares it issues:

If a stock company determines the matters set forth in the following items as the features of all shares it issues, it must provide for the matters prescribed in each that item in the articles of incorporation:

A stock company may issue two or more classes of shares with different features which have different provisions on the following matters;provided, however, that a company with nominating committee, etc. and a public company may not issue shares of a class that has provisions in relation to the matters set forth in item (ix):

If a stock company issues two or more classes of shares with different features that have different provisions on the following matters, it must provide for the matters prescribed in each of these items and the total number of authorized shares in a class in the articles of incorporation:

Notwithstanding the provisions of the preceding paragraph, with respect to some or all of the matters prescribed in each item of the same paragraph (limited to the amount of dividends which may be received by class shareholders of classes with different features with respect to dividends of surplus, and other matters prescribed by Ministry of Justice Order), it may be provided in the articles of incorporation to the effect that the matters are determined by a resolution 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) by the time of the first issue of relevant class shares. In these cases, an outline of the features thereof must be provided for in the articles of incorporation.

A stock company must treat its shareholders equally in accordance with the features and number of the shares they hold.

Notwithstanding the provisions of the preceding paragraph, a stock company that is not a public company may provide in its articles of incorporation to the effect that each shareholder is treated differently with respect to the matters regarding the rights set forth in each item of Article 105, paragraph (1).

If there are provisions in the articles of incorporation that is provided for in the preceding paragraph, the shares held by the shareholders under that paragraph are deemed to be class shares with different features with respect to the matters regarding the rights under that paragraph, and the provisions of this Part and Part V apply.

If it is intended to create, as a feature of all shares to be issued by a stock company, provisions in the articles of incorporation with respect to the matters set forth in Article 107, paragraph (1), item (iii) by amending the articles of incorporation, or to effect any amendment (excluding that which abolishes the provisions of the articles of incorporation with respect to relevant matters) in the articles of incorporation with respect to relevant matters (excluding the case where the stock company is a company with class shares), the consent of all shareholders must be obtained.

If a company with class shares intends, after it has issued a certain class of shares, to create, as a feature of relevant class shares, a provision in the articles of incorporation with respect to the matters set forth in Article 108, paragraph (1), item (vi) by amending the articles of incorporation, or to effect any amendment to the articles of incorporation with respect to the matters (excluding any amendment which abolishes the provisions of the articles of incorporation with respect to the matters), the consent of all class shareholders who hold relevant class shares must be obtained.

If a company with class shares intends to create, as a feature of a certain class of shares, provisions in the articles of incorporation with respect to the matters set forth in Article 108, paragraph (1), item (iv) or (vii), relevant amendment to the articles of incorporation does not become effective unless a resolution is passed at a general meeting of class shareholders constituted by the following class shareholders (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 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 cases where there is no class shareholder who can exercise voting right at relevant general meeting of class shareholder:

The provisions in the articles of incorporation on the matters set forth in Article 108, paragraph (2), item (ix) (limited to those on directors) are deemed to have been abolished, if the number of directors is less than the number prescribed in this Act or the articles of incorporation, and hence it is not possible to elect directors in a number sufficient to satisfy the requirement.

The provisions of the preceding paragraph apply mutatis mutandis to the provisions of the articles of incorporation on the matters set forth in Article 108, paragraph (2), item (ix) (limited to those on company auditors).

A stock company may not abolish the provisions on the total number of authorized shares by amending its articles of incorporation.

If it is intended to reduce the total number of authorized shares by amending the articles of incorporation, the total number of authorized shares after the amendment may not be less than the total number of the issued shares at the time when relevant amendment to the articles of incorporation becomes effective.

In the following cases, the total number of authorized shares after relevant amendment in the articles of incorporations may not exceed the number four times the total number of the issued shares at the time when that amendment to the articles of incorporation becomes effective:

The number of the shares which a holder of share options (excluding share options for which the first day of the period prescribed in Article 236, paragraph (1), item (iv) has not yet arrived) acquire pursuant to the provisions of Article 282, paragraph (1) may not exceed the number obtained by subtracting the total number of the issued shares (excluding treasury shares (meaning shares in a stock company owned by that stock company itself; the same applies hereinafter)) from the total number of authorized shares.

If it is intended to reduce the total number of authorized shares in a class of a certain class of shares by amending the articles of incorporation, the total number of authorized shares in a class of relevant class of shares after the amendment may not be less than the total number of the issued shares of relevant class at the time when relevant amendment to the articles of incorporation becomes effective.

The total sum of the numbers set forth below for a certain class of shares may not exceed the number obtained by subtracting the total number of the issued shares of relevant class (excluding treasury shares) from the total number of authorized shares in a class of that class of shares:

If a company with class shares is a public company, if the number of the shares of a certain class with restriction in relation to matters on which voting right can be exercised at a shareholders meeting (hereinafter in this Article referred to as "shares with restricted voting right") has exceeded one half of the total number of the issued shares, the stock company must immediately take measures necessary to reduce the number of the shares with restricted voting right below one half of the total number of the issued shares.

In the cases set forth in the following items, dissenting shareholders may demand that the stock company purchase, at a fair price, the shares prescribed in these items that they hold:

The "dissenting shareholders" provided for in the preceding paragraph means the shareholders provided for in the following items in the cases set forth in the same items:

A stock company that intends to perform an act in any item of paragraph (1) must give notice to the shareholders of the shares provided for in each item of that paragraph to the effect that it intends to perform relevant act, no later than twenty days prior to the day when relevant act becomes effective (hereinafter in this Article and in the following Article referred to as "effective day").

A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph.

To make a demand under the provisions of paragraph (1) (hereinafter in this Section referred to as the "exercise of appraisal rights"), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with class shares, the classes of the shares and the number of shares for each class), between twenty days prior to the effective day and the day immediately preceding the effective day.

When intending to exercise appraisal rights of shares for which share certificates have been issued, a shareholder of relevant shares must submit the share certificates representing those shares to the stock company;provided, however, that this does not apply to a person who makes a request pursuant to the provisions of Article 223 concerning relevant shares.

Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the stock company.

The demands of the shareholders exercising appraisal rights lose effect if the stock company cancels the action referred to in the items of paragraph (1).

The provisions of Article 133 do not apply to shares that are subject of the exercise of appraisal rights.

If a shareholder exercises appraisal rights and an agreement determining the price of the shares is reached between the shareholder and the stock company, the stock company must pay that price within sixty days from the effective day.

If no agreement is reached within thirty days from the effective day on the determination of the price of the shares, the shareholders or the stock company may file a petition for the court to determine the price within thirty days after the expiration of that period.

Notwithstanding the provisions of paragraph (7) of the preceding Article, in the cases provided for in the preceding paragraph, if the petition under that paragraph is not made within sixty days after the effective day, shareholders exercising appraisal rights may withdraw their demands for appraisal at any time after the expiration of that period.

The stock company must also pay interest on the price determined by the court at the statutory interest rate from and including the day of the expiration of the period referred to in paragraph (1).

A stock company may pay the amount that the stock company considers to be a fair price to shareholders until the determination of the price of shares.

A share purchase connected with the exercise of appraisal rights becomes effective on the effective day.

If a shareholder exercises appraisal rights with respect to shares for which share certificates are issued, the share certificate-issuing company (meaning a stock company the articles of incorporation of which have provisions to the effect that share certificate representing its shares (or, in case of a company with class shares, shares of all classes) are issued; the same applies hereinafter) must pay the price of the shares relating to the exercise of the appraisal rights in exchange for the share certificates.

If it is intended to effect any amendment to articles of incorporation set forth in the following items, the holders of share options provided for in any item may demand that the stock company purchase, at a fair price, the share options that they hold:

If holders of the share options attached to bonds with share option intend to make the demand under the preceding paragraph (hereinafter in this Section referred to as the "exercise of appraisal rights on share options"), they must also demand that the stock company purchase the bonds with respect to bonds with share option; provided, however, that this does not apply if it is otherwise provided for with respect to the share options attached to bonds with share option.

A stock company which intends to effect an amendment to the articles of incorporation set forth in each item of paragraph (1) must give notice to the holders of share options provided for in each item of that paragraph, no later than twenty days prior to the day when relevant amendment to the articles of incorporation becomes effective (hereinafter in this Article and in the following Article referred to as "day of amendment to articles of incorporation"), to the effect that relevant amendment to the articles of incorporation is to be effected.

A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph.

To exercise appraisal rights on share options, the share option holder must indicate the features and number of the share options with regard to which the holder is exercising the appraisal rights, between twenty days prior to the day of amendment to articles of incorporation and the day immediately preceding the day of amendment to articles of incorporation.

When intending to exercise appraisal rights on share options for which share option certificates are issued, the holder of those share options must submit the share option certificates to the stock company;provided, however, that this does not apply to a person who files a petition for public notification as prescribed in Article 114 of the Non-Contentious Cases Procedure Act (Act No. 51 of 2011).

When intending to exercise appraisal rights on share options in respect of a share option that is attached to any bonds with share options for which a bond certificate has been issued (meaning a bond certificate representing the bonds with share options as prescribed in Article 249, item (ii); hereinafter the same applies in this paragraph and paragraph (8) of the following Article), the holder of the share options must submit the bond certificate representing the bond with those share options to the stock company;provided, however, that this does not apply to a person who files a petition for public notification as prescribed in Article 114 of the Non-Contentious Cases Procedure Act.

Share option holders exercising appraisal rights on share options may withdraw their demands for appraisal of the share options only with the approval of the stock company.

The demands of the share option holders exercising appraisal rights on share options lose effect if the stock company cancels the amendment to articles of incorporation provided for in the items of paragraph (1).

The provisions of Article 260 do not apply to share options for the exercise of appraisal rights on share options.

If a share option holder exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options is reached between the share option holder (if relevant share options are attached to bonds with share option, if a holder thereof demands that the stock company purchase the bonds constituting those bonds with share options, including relevant bonds; hereinafter the same applies in this Article) and the stock company, the stock company must make payment within sixty days from the day of the amendment to the articles of incorporation.

If no agreement on the determination of the price of the share options is reached within thirty days from the day of amendment to articles of incorporation, the share option holders or the stock company may file a petition for the court to determine the price within thirty days after the expiration of that period.

Notwithstanding the provisions of paragraph (8) of the preceding Article, in the cases provided for in the preceding paragraph, if the petition under that paragraph is not filed within sixty days after the day of amendment to articles of incorporation, share option holders exercising appraisal rights on the share options may withdraw their demands for appraisal of the share options at any time after the expiration of that period.

The stock company must also pay interest on the price determined by the court at the statutory interest rate from and including the day of the expiration of the period referred to in paragraph (1).

A stock company may pay the amount that relevant stock company considers to be a fair price to a share option holder until the determination of the price of share options.

The purchase relating to the exercise of appraisal rights on share options becomes effective on the day of amendment to articles of incorporation.

If a share option holder exercises appraisal rights on share options with respect to share options for which share option certificates are issued, the stock company must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the share option certificates.

If a share option holder exercises appraisal rights on share options in respect of a share option attached to any bonds with share options for which a bond certificate has been issued, the stock company must pay the price of the share options in respect of which the holder is exercising appraisal rights in exchange for the certificate representing the bonds with share options.

A stock company may not give property benefits (limited to benefits given for the accounts of relevant stock company or its subsidiary company; hereinafter the same applies in this Article) to any person in connection with the person's exercise of shareholders' rights, rights as qualified former shareholders (meaning qualified former shareholders as prescribed in Article 847-2, paragraph (9)), or rights as shareholders in the ultimate, wholly owning parent company, etc. of the stock company (meaning an ultimate, wholly owning parent company, etc. prescribed in Article 847-3, paragraph (1)).

If a stock company gives property benefits to a specific shareholder without charge, it is presumed that relevant stock company has given property benefits regarding the exercise of shareholders' rights. The same applies if a stock company gives property benefits to a specific shareholder for value if the benefit received by relevant stock company or its subsidiary company is insignificant in comparison to relevant property benefits.

If a stock company gives property benefits in violation of the provisions of paragraph (1), the recipient of relevant benefit must return the same to relevant stock company or its subsidiary company. In these cases, if the recipient has tendered anything to relevant stock company or its subsidiary company in exchange for that benefit, that person may receive the return of the same.

If a stock company gives property benefits in violation of the provisions of paragraph (1), persons prescribed by Ministry of Justice Order as directors (including executive officers for companies with nominating committee, etc.; hereinafter the same applies in this paragraph.) who are involved in giving relevant benefits are jointly and severally liable to relevant stock company for payment of an amount equivalent to the value of the benefit so given;provided, however, that this does not apply if that person (excluding the directors who gave relevant benefit) proves that they did not fail to exercise due care with respect to the performance of their duties.

Exemptions from the obligations referred to in the preceding paragraph may not be given without the consent of all shareholders.