Whenever 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):

The 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.

If 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.

For 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.

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

Notwithstanding 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.

If 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.

The 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.

For 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.

Except 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.

If 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.

If 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).

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

The 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.

In 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:

In 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.

If 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:

If 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:

The 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.

When 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:

For 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.

For 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".

A stock company must notify persons who intend to subscribe for shares for subscription in response to solicitation in Article 199, paragraph (1) of the matters set forth in the following items:

A person who submits an application to subscribe for shares for subscription in response to solicitation in Article 199, paragraph (1) must deliver a document giving the following information:

A person who submits an application under the preceding paragraph may, in lieu of delivering a document as referred to in that paragraph, provide the information that is required to be detailed in the document referred to in that paragraph by electronic or magnetic means, with the approval of the stock company and pursuant to the provisions of Cabinet Order. In these cases, the person who submitted the application is deemed to have delivered the document under that paragraph.

The provisions of paragraph (3) do not apply if the stock company has issued a prospectus provided for in Article 2, paragraph (10) of the Financial Instruments and Exchange Act that states the matters set forth in each item of that paragraph to a person who intends to submit the application in paragraph (1), and in other cases prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of persons who intend to submit applications for subscription for shares for subscription is compromised.

If there are changes in the matters set forth in each item of paragraph (1), the stock company must immediately notify persons who have submitted applications in paragraph (2) (hereinafter in this Subsection referred to as "applicants") thereof and of the matters so changed.

It is sufficient for a notice or demand to an applicant to be sent by the stock company to the address under paragraph (2), item (i) (or, if the applicant notifies the stock company of a different place or contact address for the receipt of notices or demands, to the place or contact address).

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

A stock company must specify the persons to whom shares for subscription will be allotted from among the applicants and the number of shares for subscription to be allotted to those persons. In these cases, the stock company may reduce the number of shares for subscription the stock company allots to the applicants below the number under paragraph (2), item (ii) of the preceding Article.

If shares for subscription are shares with restriction on transfer, the determination under the provisions of the preceding paragraph must be made by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors);provided, however, that this does not apply if it is otherwise prescribed in the articles of incorporation.

The stock company must notify the applicants, no later than the day immediately preceding the date referred to in Article 199, paragraph (1), item (iv) (or, if a period is prescribed under that item, no later than the day immediately preceding the first day of that period), of the number of shares for subscription that will be allotted to relevant applicants.

If the stock company has granted entitlement to the allotment of shares to its shareholders pursuant to the provisions of Article 202, if the shareholders do not submit, no later than the date under item (ii), paragraph (1) of that Article, applications under paragraph (2) of the preceding Article, relevant shareholders will lose the entitlement to the allotment of shares for subscription.

The provisions of the preceding two Articles do not apply if a person who intends to subscribe for shares for subscription executes a contract for subscription for the total number of those shares.

In the case prescribed in the preceding paragraph, if shares for subscription are shares with restriction on transfer, the stock company must obtain approval of the contract referred to in the same paragraph by the resolution at shareholders meeting(or at a the board of directors meeting for a company with board of directors);provided, however, that this does not apply if it is otherwise prescribed in the articles of incorporation.

If there are provisions on the matters set forth in each item of Article 202-2, paragraph (1) pursuant to the provisions of the second sentence of that paragraph, a person other than a director (including a person who was a director) related to provisions regarding the matters set forth in Article 361, paragraph (1), item (iii) pursuant to the articles of incorporation or a resolution of a shareholders meeting may not make an application provided in Article 203, paragraph (2) or enter into an agreement provided in paragraph (1).

For the purpose of the application of the provisions of paragraph (3) of the preceding Article and Article 206-2, paragraph (1), paragraph (3), and paragraph (4), in the cases provided in the preceding paragraph, the phrases "the date referred to in Article 199, paragraph (1), item (iv) (or, if a period is prescribed under that item, no later than the first day of that period)" in paragraph (3) of the preceding Article and Article 206-2, paragraph (1) and "the day prescribed in the same paragraph" in paragraph (3) of the preceding Article and Article 206-2, paragraph (1) and "the day specified in paragraph (1) "in paragraph (4) of that article are deemed to be replaced with "the day of allotment."

For the purpose of application of the provisions of paragraph (3) by a company with nominating committee, etc., the phrase "the provisions regarding the matters set forth in Article 361, paragraph (1), item (iii) pursuant to the 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."

the persons set forth in the following items will be the subscribers for shares for subscription with respect to the number of shares for subscription prescribed in each of relevant items:

If the rate of the number set forth in item (I) to the number set forth in item (ii) exceeds 50% with regard to a subscriber for shares for subscription, a public company must notify shareholders of the name or address of the subscriber (hereinafter referred to as "special subscriber" in this paragraph and paragraph (4)), the number set forth in item (I) with respect to the special subscriber, and other matters prescribed by Ministry of Justice Order by two weeks before the day referred to in Article 199, paragraph (1), item (iv) (if the period referred to in the same item is specified, the first day of the period); provided however that this does not apply to cases where the special subscriber is a parent company, etc. of the public company or where the right to obtain the allotment of shares is granted to shareholders pursuant to the provisions of Article 202:

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

Notwithstanding the provisions of paragraph (1), if a stock company has made a notification under Article 4, paragraphs (1) through (3) of the Financial Instruments and Exchange Act with respect to the matters referred to in paragraph (1) of this Article by two weeks before the day prescribed in the same paragraph, or where it is prescribed by Ministry of Justice Order as cases where it is unlikely that the protection of shareholders is compromised, the notice pursuant to the provisions of paragraph (1) is not required.

When a shareholder holding one-tenth or more (if lesser proportion is prescribed in the articles of incorporation, the proportion) of the votes of all shareholders (excluding shareholders who cannot exercise voting rights in the shareholders meeting set forth in this paragraph) makes a notice to a public company that the shareholder is against subscription for shares for subscription by a special subscriber (including its subsidiary companies, etc.; hereinafter the same applies in this paragraph) within two weeks from the day of notice pursuant to the provisions of paragraph (1) or the day of public notice referred to in paragraph (2) (in the case set forth in the preceding paragraph, the day specified by Ministry of Justice Order), the public company must obtain approval for the allotment of shares for subscription to the special subscriber or for the contract referred to in Article 205, paragraph (1) with the special subscriber by the resolution at the shareholders meeting by the day before the day specified in paragraph (1);provided, however, that this does not apply if the public company's financial condition has deteriorated greatly and there is an urgent necessity in order for the public company to continue in business.

Notwithstanding the provisions of Article 309, paragraph (1), the resolution at the shareholders meeting referred to in the preceding paragraph must be passed by attendance of the shareholders holding a majority of votes out of the shareholders who can exercise voting rights (if one third or more of the proportion is stipulated by the articles of incorporation, the proportion or more) and by a majority of voting rights of the shareholders presents (if any proportion higher than that is provided for in the articles of incorporation, the proportion or more).

If a stock company has prescribed the matters set forth in Article 199, paragraph (1), item (iii), the stock company must file a petition to the court, without delay after the determination of the subscription requirements, for the appointment of an inspector in order to have the inspector investigate the value of the property provided for in that item (hereinafter in this Section referred to as "property contributed in kind").

If the petition referred to in the preceding paragraph has been filed, the court must appoint an inspector, except if it dismisses the petition as unlawful.

If the court has appointed the inspector under the preceding paragraph, it may fix the amount of the remuneration that the stock company pays to relevant inspector.

The inspector referred to in paragraph (2) 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 as prescribed by Ministry of Justice Order) in which these have been recorded.

If the court finds it necessary to clarify the contents of the report under the preceding paragraph or to confirm the grounds supporting that report, it may request that the inspector referred to in the paragraph (2) submit a further report referred to in the preceding paragraph.

If the inspector referred to in the paragraph (2) has submitted the report referred to in paragraph (4), the inspector must deliver a copy of the document referred to in that paragraph to the stock company 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.

If the court receives a report referred to in the paragraph (4), if it finds the value provided for in Article 199, paragraph (1), item (iii) with respect to property contributed in kind (excluding a value not subjected to investigation by the inspector referred to in the paragraph (2)) to be improper, it must issue a ruling changing that value.

If the value of property contributed in kind has been changed, in whole or in part, because of a ruling under the preceding paragraph, the subscriber for shares for subscription (limited to a person who tenders property contributed in kind; hereinafter the same applies in this Article) may rescind the manifestation of intention relating to applications for subscription for shares for subscription or relating to the contract provided for in Article 205, paragraph (1), limited to within one week from the finalization of that ruling.

The provisions of the preceding paragraphs do not apply in the cases in each of the following items with respect to the matters prescribed respectively in those items:

None of the following persons can provide the verification provided in item (iv) of the preceding paragraph:

Subscribers for shares for subscription (excluding persons who tender property contributed in kind) must, on the date or within the period provided for in Article 199, paragraph (1), item (iv), pay in the entire amount to be paid in for the shares for subscription for which the subscribers respectively subscribed, at the bank, etc. designated by the stock company as the place for the handling of payments.

Subscribers for shares for subscription (limited to persons who tender property contributed in kind) must, on the date or within the period provided for in Article 199, paragraph (1), item (iv), deliver the property contributed in kind equivalent in value to the entire amount to be paid in of the shares for subscription for which the subscribers respectively subscribed.

Subscribers for shares for subscription may not set off their obligations to effect payment under the provisions of paragraph (1) or delivery under the provisions of the preceding paragraph (hereinafter in this subsection referred to as "performance of contribution") against claims they have against the stock company.

Transferring of the right to become a shareholder of shares for subscription by effecting the performance of contribution cannot be asserted against the stock company.

A subscriber for shares for subscription will lose a right to become the shareholder of shares for subscription by effecting the performance of contribution if the subscriber fails to effect the performance of contribution.

In the cases set forth in the following items, a subscriber for shares for subscription becomes the shareholder of the shares for subscription for which the subscriber effects the performance of contribution on the day prescribed in each of these items:

In the cases set forth in the items of Article 213-2, paragraph (1), a subscriber of shares for subscription may not exercise the rights of shareholders with respect to shares for subscription for which the performance of contribution is falsified, only after the payment prescribed in those items or the payment pursuant to the provisions of Article 213-3, paragraph (1) is made.

A person who accepts transfer of shares for subscription as referred to in the preceding paragraph may exercise the right of shareholders with respect to the shares for subscription;provided, however, that this does not apply when the person has acted in bad faith or with gross negligence.

Notwithstanding the provisions of paragraph (1), if there are provisions with respect to the matters set forth in each item of Article 202-2, paragraph (1) pursuant to the provisions of the second sentence of that paragraph, a subscriber for shares for subscription becomes the shareholder of the shares for subscription that the subscriber subscribed to on the day of allotment.

In the following cases, if shareholders are likely to suffer disadvantage, shareholders may demand that the stock company cease a share issue or disposition of treasury shares relating to solicitations under Article 199, paragraph (1):

The provisions of the proviso to Article 93, paragraph (1) and the provisions of Article 94, paragraph (1) of the Civil Code do not apply to manifestation of intention relating to applications for subscription for and the allotment of shares for subscription, and relating to the contract referred to in the Article 205, paragraph (1).

If one year has elapsed from the day on which a subscriber for shares for subscription became a shareholder pursuant to the provisions of Article 209, paragraph (1), or if the subscriber has exercised the rights in relation to relevant shares, the subscriber for shares for subscription may not rescind the subscription for shares for subscription on the grounds of mistake, fraud or duress.

In the cases set forth in the following items, subscribers for shares for subscription are liable to a stock company for payment of the amount provided for in relevant items:

In the cases provided for in item (ii) of the preceding paragraph, if the subscriber for shares for subscription who tendered the property contributed in kind has acted in good faith and without gross negligence as to the fact that the value of the property contributed in kind is extremely short of the value prescribed under Article 199, paragraph (1), item (iii) with respect to the property contributed in kind, the relevant subscriber may rescind the manifestation of intention relating to applications for subscription for shares for subscription or relating to the contract provided for in Article 205, paragraph (1).

In the cases set forth in paragraph (1), item (ii) of the preceding Article, the following persons (hereinafter in this Article referred to as "directors, etc.") are liable to the stock company for payment of the amounts specified in relevant items:

Notwithstanding the provisions of the preceding paragraph, the directors, etc. are not liable for property contributed in kind under that paragraph in the cases set forth below:

In the cases provided for in paragraph (1), the person who submitted the verification provided for in Article 207, paragraph (9), item (iv) (hereinafter in this Article referred to as "verifying person") is liable for payment of the amount provided for in paragraph (1), item (ii) of the preceding Article to the stock company; provided, however, that this does not apply if relevant verifying person has proven that the verifying person did not fail to exercise care with respect to the submission of the verification.

If a subscriber for shares for subscription bears an obligation to pay an amount provided for in paragraph (1), item (ii) of the preceding Article with respect to property contributed in kind tendered by the subscriber, if the persons set forth as follows bear obligations provided for in relevant items with respect to relevant property contributed in kind, theses persons will be joint and several obligors:

In the cases set forth in the following items, subscribers for shares for subscription are liable to a stock company for performing the acts specified in those items:

The liabilities of the subscriber of shares for subscription pursuant to the provisions of the preceding paragraph may not be exempted without the consent of all shareholders.

In the cases set forth in the items of paragraph (1) of the preceding Article, a person prescribed by Ministry of Justice Order as a director (in cases of a company with nominating committee, etc., including executive officers) involved in the falsifying of the performance of contribution by a subscriber of shares for subscription is liable to make the payment prescribed in those items to the stock company;provided, however, that this does not apply to cases where the person (excluding the person who falsified the performance of contribution) proves that the person did not fail to exercise due care with respect to the performance of the person's duties.

If a subscriber of shares for subscription is liable to make the payment prescribed in the items of paragraph (1) of the preceding Article, if the person prescribed in the preceding paragraph is liable as set forth in the same paragraph, these persons will be joint and several obligors.