A stock company may acquire shares issued by relevant stock company only in the following cases:

A stock company must prescribe the following matters by a resolution at a shareholders meeting in advance in order to acquire for value own shares by agreement with its shareholders;provided, however, that the period under item (iii) cannot exceed one year:

The provisions of the preceding paragraph do not apply to the cases set forth in item (i) and item (ii), and in item (iv) through item (xiii) of the preceding Article.

Whenever a stock company intends to acquire its shares in accordance with a determination pursuant to the provisions of paragraph (1) of the preceding Article, it must prescribe the following matters:

A company with board of directors must determine the matters set forth in each item of the preceding paragraph by a resolution of the board of directors meeting.

The conditions prescribed for the acquisition of shares under paragraph (1) must be uniform for each determination made under the provisions of that paragraph.

A stock company must notify its shareholders (or, for a company with class shares, the class shareholders of the classes of the shares it intends to acquire) of the matters set forth in each item of paragraph (1) of the preceding Article.

A public company may substitute a public notice for the notice under the provisions of the preceding paragraph.

If a shareholder who receives a notice pursuant to the provisions of paragraph (1) of the preceding Article intends to make an offer to transfer the shares the shareholder holds, the shareholder must disclose to the stock company the number of shares (or, for a company with class shares, the classes of the shares and the number of the shares for each class) relating to that offer.

A stock company is deemed to have accepted, on the date provided for in Article 157, paragraph (1), item (iv), the transfer of shares that the shareholders under the preceding paragraph offered;provided, however, that if the total number of shares that the shareholders under that paragraph offered (hereinafter in this paragraph referred to as "total number of shares offered") exceed the number provided for in paragraph (1), item (i) of that Article (hereinafter in this paragraph referred to as "total number of shares to be acquired"), it is deemed that the stock company has accepted the transfer of the shares in the number obtained by first dividing the total number of shares to be acquired by the total number of shares offered, and then multiplying relevant product by the number of the shares offered by the shareholders under the preceding paragraph (if the number so obtained includes a fractional share, this fractional share is to be rounded off).

In conjunction with the determination of the matters set forth in each item of Article 156, paragraph (1), a stock company may, by a resolution at a shareholders meeting under that paragraph, make a determination to the effect that notice under the provisions of Article 158, paragraph (1) may be given to specific shareholders.

If a stock company intends to make a determination under the provisions of the preceding paragraph, it must give notice to the shareholders (or, for a company with class shares, the class shareholders of the classes of the shares to be acquired), by the time prescribed by Ministry of Justice Order, to the effect that the shareholders may make the requests under the provisions of the following paragraph.

The shareholders under the preceding paragraph may, by the time prescribed by Ministry of Justice Order, request that they be added to the specific shareholders provided for in paragraph (1) for the proposal for the shareholders meeting under that paragraph.

The specific shareholders under paragraph (1) may not exercise voting right at the shareholders meeting provided for in Article 156, paragraph (1);provided, however, that this does not apply if all shareholders other than the specific shareholders under paragraph (1) may not exercise the voting right at relevant shareholders meeting.

If specific shareholders are prescribed under paragraph (1), for the purpose of the application of the provisions of Article 158, paragraph (1), the phrase "shareholders (or, for a company with class shares, the class shareholder of the classes of the shares it intends to acquire)" in that paragraph is deemed to be replaced with "specific shareholders under Article 160, paragraph (1)".

The provisions of paragraph (2) and paragraph (3) of the preceding Article do not apply if, if the shares to be acquired are shares with a market price, the amount of the monies, etc. to be delivered in exchange for the acquisition of one relevant share does not exceed the amount of the market price of one relevant share calculated by the method prescribed by Ministry of Justice Order.

The provisions of Article 160, paragraphs (2) and (3) do not apply if a stock company acquires, from general successors of the shareholders, including their heirs, the shares of the stock company that the same acquired by general succession including inheritance;provided, however, that this does not apply if it falls under any of the following:

If a stock company acquires shares in relevant stock company that are held by its subsidiary company, for the purpose of the application of the provisions of Article 156, paragraph (1), the phrase "shareholders meeting" in that paragraph is deemed to be replaced with "shareholders meeting (or board of directors meeting for a company with board of directors)". In these cases, the provisions of Article 157 through Article 160 do not apply.

If a stock company intends to make a determination under the provisions of Article 160, paragraph (1) with respect to the acquisition of shares (or, for a company with class shares , shares of a certain class; the same applies in the following paragraph), it may provide in the articles of incorporation to the effect that the provisions of paragraph (2) and paragraph (3) of that Article do not apply.

If, after the shares are issued, it is intended to create provisions in the articles of incorporation under the provisions of the preceding paragraph with respect to relevant shares by amending the articles of incorporation, or to effect any amendment (excluding that which abolishes the provisions of the articles of incorporation under that paragraph) in the articles of incorporation with respect to relevant provisions, the consent of all shareholders who hold relevant shares must be obtained.

The provisions of Article 157 through Article 160 do not apply if a stock company acquires shares in relevant stock company through transactions undertaken by that stock company in the market or through a takeover bid provided for in Article 27-2, paragraph (6) of the Financial Instruments and Exchange Act (hereinafter in this Article referred to as "market transactions").

A company with board of directors may provide in its articles of incorporation to the effect that the acquisition of own shares by market transactions may be prescribed by a resolution at a board of directors meeting.

If the provisions of the articles of incorporation under the provisions of the preceding paragraph is created, for the purpose of the application of the provisions of Article 156, paragraph (1), the phrase "shareholders meeting" in this paragraph is deemed to be replaced with "shareholders meeting (or shareholders meeting or board of director's meeting in the cases provided for in Article 165, paragraph (1))".

Shareholders of shares with put options may demand that the stock company acquire the shares with put options held by these shareholders;provided, however, that this does not apply if, if the properties provided for in Article 107, paragraph (2), item (ii), (b) through (e) are delivered in exchange for the acquisition of relevant shares with put options, the book value of these properties exceeds the distributable amount under Article 461, paragraph (2) on the day when relevant demand is made.

The demand pursuant to the provisions of the preceding paragraph must be submitted by disclosing the number of shares with put options relating to relevant demand (or, for a company with class shares, the classes of the shares with put options and the number of shares for each class).

If shareholders of a share certificate-issuing company intend to submit demand pursuant to the provisions of paragraph (1) with respect to the shares with put options held by the same, they must submit the share certificates representing the shares with put options to the share certificate-issuing company;provided, however, that this does not apply if no share certificate representing relevant shares with put options is issued.

A stock company acquires the shares with put options relating to a demand pursuant to the provisions of paragraph (1) of the preceding Article on the day of relevant demand.

In the cases set forth in the following items, a shareholder who submits a demand pursuant to the provisions of paragraph (1) of the preceding Article becomes a person specified in each of those items in accordance with the provisions with respect to the matters provided for in Article 107, paragraph (2), item (ii) (or, for a company with class shares, Article 108, paragraph (2), item (v)) on the day of the demand:

In the cases provided for in item (iv) of the preceding paragraph, if the number of the relevant other shares provided for in that item includes a fractional share, it is to be rounded off. In these cases, unless otherwise provided in the articles of incorporation, the stock company must, in accordance with the categories of the cases set forth in the following items, deliver to the shareholders who submitted demands pursuant to the provisions of paragraph (1) of the preceding Article the monies in the amount equivalent to the amount obtained by multiplying the amount provided for in each of these items by the fractional share:

The provisions of the preceding paragraph apply mutatis mutandis to cases where there is a fractional share with respect to the bonds and share options of the stock company. In these cases, the term "amount of net assets per share" in item (ii) of that paragraph is deemed to be replaced with "the amount prescribed by Ministry of Justice Order".

If there are provisions with respect to the matters set forth in Article 107, paragraph (2), item (iii), (b), the stock company must prescribe the day under (b) of that item 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.

If a stock company prescribes the day under Article 107, paragraph (2), item (iii), (b), the stock company must notify the shareholders of the shares subject to call (or, if there are provisions with respect to the matters set forth in (c) of that item, the shareholders of shares subject to call who are determined under the provisions of paragraph (1) of the following Article) and the registered pledgees of shares thereof of relevant day no later than two weeks prior to relevant day.

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

If there are provisions with respect to the matters set forth in Article 107, paragraph (2), item (iii), (c), if a stock company intends to acquire shares subject to call, it must determine the shares subject to call that it intends to acquire.

The shares subject to call under the preceding paragraph must be determined 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.

If a stock company makes the determination pursuant to the provisions of paragraph (1), the stock company must immediately notify the shareholders of the shares subject to call who are identified pursuant to the provisions of that paragraph and the registered pledgees of shares thereof to the effect that the stock company will acquire the shares subject to call.

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

A stock company acquires, on the day when the grounds under Article 107, paragraph (2), item (iii), (a) have arisen (or, if there are provisions with respect to the matters set forth in (c) of that item, on the day set forth in item (i) or the day set forth in item (ii) below, whichever comes later; the same applies in the following paragraph and paragraph (5)), the shares subject to call (or, if there are provisions with respect to the matters set forth in paragraph (2), item (iii), (c) of that Article, those determined pursuant to the provisions of paragraph (1) of the preceding Article; the same applies in the following paragraph):

In the cases set forth in the following items, the shareholders of the shares subject to call (excluding the relevant stock company) become the persons specified in each of those items in accordance with the provisions with respect to the matters provided for in Article 107, paragraph (2), item (iii), (a) (or, for a company with class shares, Article 108, paragraph (2), item (vi)) on the day when the grounds under Article 107, paragraph (2), item (iii), (a) arise:

A stock company must notify the shareholders of shares subject to call and registered pledgees of shares thereof without delay after grounds have arisen referred to in Article 107, paragraph (2), item (iii), (a) (if there are provisions regarding the matters set forth in (c) of that item, the holders of shares subject to call determined pursuant to the provisions of paragraph (1) of the preceding Article, and the registered pledgees of shares) to the effect that relevant grounds have arisen;provided, however, that this does not apply if the stock company has given notice referred to in the provisions of Article 168, paragraph (2) or has given public notice referred to in the provisions of paragraph (3) of that Article.

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

The provisions of the preceding paragraphs do not apply if, if the properties provided for in Article 107, paragraph (2), item (iii), (d) through (g) is delivered in exchange for the acquisition of the shares subject to call, the book value of relevant properties exceeds the distributable amount under Article 461, paragraph (2) on the day when the grounds under Article 107, paragraph (2), item (iii), (a) arose.

A company with class shares which has issued shares subject to class-wide call (meaning the class shares that have provisions with respect to the matters set forth in Article 108, paragraph (1), item (vii) hereof; hereinafter the same applies in this Subsection) may acquire all of the shares subject to class-wide call by a resolution at a shareholders meeting. In these cases, the following matters must be prescribed by a resolution at relevant shareholders meeting:

The provisions regarding the matters set forth in item (ii) of the preceding paragraph must stipulate that the consideration for acquisition will be allotted in proportion to the number of the shares subject to class-wide call held by the shareholders (excluding the relevant stock company).

The directors, at the shareholders meeting under paragraph (1) above, must explain the reasons for the need to acquire all of the shares subject to class-wide call.

A stock company acquiring shares subject to class-wide call must keep documents detailing the information set forth in the items of paragraph (1) of the preceding Article or other information prescribed by Ministry of Justice Order, or electronic or magnetic records in which the information has been recorded, at its head office for the period from the earliest of the following days until the day when six months elapse after the acquisition day:

Shareholders of a stock company acquiring share subject to class-wide call may make the following request to relevant stock company at any time during the business hours;provided, however, that the shareholders must pay the cost specified by relevant stock company in order to make a request set forth in items (ii) or (iv):

If acquisition of shares subject to class-wide call pursuant to the provisions of Article 171, paragraph (1) violates laws and regulations or the articles of incorporation, when shareholders are likely to suffer a disadvantage, shareholders may demand to cease the acquisition of the shares subject to class-wide call from the stock company.

If the matters set forth in each item of Article 171, paragraph (1) are prescribed, the following shareholders may file a petition for the court to determine the price of the shares subject to class-wide call for the acquisition by the stock company, between twenty days prior the acquisition day and the day immediately preceding the acquisition day:

A stock company must notify shareholders of shares subject to class-wide call that the stock company acquires all of the shares subject to class-wide call by twenty days before the acquisition day.

The notice under the provisions of the preceding paragraph may be substituted with a public notice.

The stock company must also pay the interest on the price determined by the court at the statutory interest rate from and including the acquisition day.

A stock company may pay to shareholders the amount that relevant stock company considers to be a fair price until the determination of the price of shares subject to class-wide call for acquisition.

A stock company acquires shares subject to class-wide call on the acquisition day.

In the cases set forth in the following items, shareholders of the shares subject to class-wide call other than the stock company (excluding shareholders who file a petition under paragraph (1) of the preceding Article) become the person specified in each of those items in accordance with provisions made by a resolution at the shareholders meeting under Article 171, paragraph (1) on the acquisition day:

A stock company must prepare a document or electronic or magnetic record in which it details or records the number of shares subject to class-wide call that the stock company acquired and other information prescribed by Ministry of Justice Order as information related to the acquisition of shares subject to class-wide call, after the acquisition day without delay.

A stock company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for six months from the acquisition day.

Shareholders of a stock company that acquired shares subject to class-wide call or persons who were shareholders of shares subject to class-wide call on the acquisition day may make the following requests of the stock company at any time during its business hours;provided, however, that the cost specified by relevant stock company must be paid in order to make a request set forth in items (ii) or (iv):

A stock company may provide in the articles of incorporation to the effect that it may demand that a person who has acquired shares (limited to shares with restriction on transfer) in relevant stock company by general succession, including inheritance, sell relevant shares to that stock company.

If there are provisions of the articles of incorporation under the provisions of the preceding Article, whenever a stock company intends to effect a demand pursuant to the provisions of paragraph (1) of the following Article, it must prescribe the following matters by a resolution at a shareholders meeting:

The persons under item (ii) of the preceding paragraph may not exercise voting right at the shareholders meeting under that paragraph;provided, however, that this does not apply if all shareholders other than the persons under that paragraph may not exercise the voting right at relevant shareholders meeting.

If a stock company determines the matters set forth in each item of paragraph (1) of the preceding Article, it may demand that the persons under item (ii) of that paragraph sell the shares under item (i) of that paragraph to relevant stock company;provided, however, that this does not apply when one year has lapsed from the day when that stock company acquires knowledge of the general succession, including inheritances.

Demands pursuant to the provisions of paragraph (1) must be made by disclosing the number of shares relating to relevant demand (or, for a company with class shares, the classes of the shares and the number of shares for each class).

A stock company may withdraw a demand under the provisions of paragraph (1) at any time.

If notice is given under the provisions of paragraph (1) of the preceding Article, the sale price of the shares under Article 175, paragraph (1), item (i) is prescribed through discussion between the stock company and the persons under item (ii) of that paragraph.

The stock company or persons under Article 175, paragraph (1), item (ii) may file a petition for the court to determine the sale price within twenty days from the day when a demand is made under the provisions of paragraph (1) of the preceding Article.

In 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 demand pursuant to the provisions of paragraph (1) of the preceding Article and all other circumstances.

Notwithstanding the provisions of paragraph (1), if a petition is made under paragraph (2) 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 shares under Article 175, paragraph (1), item (i).

If no petition is made under paragraph (2) within the period provided for in that paragraph (except if the discussions under paragraph (1) are successfully concluded within the period), a demand under the provisions of paragraph (1) of the preceding Article becomes ineffective.

A stock company may cancel its treasury shares. In these cases, the stock company must determine the number of the treasury shares it intends to cancel (or, for a company with class shares, the classes of the shares and the number of treasury shares for each class).

For a company with board of directors, the determination under the provisions of the second sentence of the preceding paragraph must be made by a resolution at a board of directors meeting.