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 paragraph is deemed to be replaced with "matters set forth in item (ii) 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.