Act on Book-entry Transfer of Corporate Bonds and Shares(Act No. 75 of 27 June 2001)(Date of last revision: Act No. 65 of 13 June 2008)

Chapter 1. General Provisions (Articles 1 and 2) (omitted)
Chapter 2. Book-entry Transfer Institutions etc. (omitted)
Section 1. Common Provisions (Article 3 to Article 7)
Section 2. Business (Article 8 to Article 14)
Section 3. Supervision (Article 15 to Article 24)
Section 4. Mergers, Splits and Business Transfers (Article 25 to Article 32)
Section 5. Participants’ Meetings (Article 33 to Article 39)
Section 6. Dissolution (Article 40 to Article 43)
Section 7. Account Management Institutions (Article 44 to Article 46)
Section 8. Special Provisions for when the Bank of Japan conducts Bookentry Transfer Operations (Article 47 to Article 50)
Chapter 3. Participants’ Protection Trust (omitted)
Section 1. Participants’ Protection Trust Contract (Article 51 to Article 57)
Section 2. Payments to Beneficiaries (Article 58 to Article 61-2)
Section 3. Contributions (Article 62 to Article 64)
Section 4. Miscellaneous Provisions (Articles 65 and 65-2)
Chapter 4. Book-entry Transfer of Corporate Bonds (omitted)
Section 1. Common Provisions (Articles 66 and 67)
Section 2. Registry of Book-entry Transfer Accounts (Article 68 to Article 72)
Section 3. Effect of Book-entry Transfers (Article 73 to Article 82)
Section 4. Special Provisions of the Companies Act (Article 83 to Article 86-3)
Section 5. Miscellaneous Provisions (Article 87)
Chapter 5. Book-entry Transfer of Government Bonds (omitted)
Section 1. Common Provisions (Article 88 to Article 90)
Section 2. Registry of Book-entry Transfer Accounts (Article 91 to Article 97)
Section 3. Effect of Book-entry Transfers (Article 98 to Article 111)
Section 4. Miscellaneous Provisions (Article 112)1

Chapter 6. Book-entry Transfer of Municipal Bonds (omitted)
Section 1. Book-entry Transfer of Municipal Bonds (Articles 113 and 114)
Section 2. Book-entry Transfer of Investment Corporation Bonds (Article 115
to Article 116-2)
Section 3. Book-entry Transfer of Mutual Company Corporate Bonds(Articles 117 and 117-2)
Section 4. Book-entry Transfer of Specified Corporate Bonds (Articles 118
and 119)
Section 5. Book-entry Transfer of Special Corporate Bonds (Article 120)
Section 6. Book-entry Transfer of Investment Trusts and Foreign Investment
Trust Beneficiary Rights (Article 121 to Article 121-3)
Section 7. Book-entry Transfer of Loan Trust Beneficiary Rights (Article 122
to Article 123-2)
Section 8. Book-entry Transfer of Special Purpose Trust Beneficiary Rights(Article 124 to Article 126)
Section 9. Book-entry Transfer of Foreign Bonds (Article 127)
Chapter 6-2. Book-entry Transfer of Beneficiary Certificate Issuance Trust Beneficiary
Rights (omitted)
Section 1. Common Provisions (Articles 127-2 and 127-3)
Section 2. Registry of Book-entry Transfer Accounts (Article 127-4 to Article
127-15)
Section 3. Effect of Book-entry Transfer (Article 127-16 to Article 127-25)
Section 4. Special Provisions of the Trust Act (Article 127-26 to Article 12731)
Section 5. Miscellaneous Provisions (Article 127-32)
Chapter 7. Book-entry Transfer of Shares
Section 1. Common Provisions (Article 128)
Section 2. Registry of Book-entry Transfer Accounts (Article 129 to Article
139)
Section 3. Effect of Book-entry Transfer (Article 140 to Article 149)
Section 4. Special Provisions of the Companies Act (Article 150 to Article 161)2Section 5. Miscellaneous Provisions (Article 162)
Chapter 8. Book-entry Transfer of Share Options
Section 1. Common Provisions (Articles 163 and 164)
Section 2. Registry of Book-entry Transfer Accounts (Article 165 to Article
173)
Section 3. Effect of Book-entry Transfer (Article 174 to Article 182)
Section 4. Special Provisions of the Companies Act (Article 183 to Article 190)
Section 5. Miscellaneous Provisions (Article 191)
Chapter 9. Book-entry Transfer of Corporate Bonds with Share Options
Section 1. Common Provisions (Articles 192 and 193)
Section 2. Registry of Book-entry Transfer Accounts (Article 194 to Article
204)
Section 3. Effect of Book-entry Transfer (Article 205 to Article 214)
Section 4. Special Provisions of the Companies Act (Article 215 to Article 224)
Section 5. Miscellaneous Provisions (Article 225)
Chapter 10. Book-entry Transfer of Investment Units
Section 1. Book-entry Transfer of Investment Units (Article 226 to Article
233)
Section 2. Book-entry Transfer of Preferred Investments of Cooperative
Financial Institutions (Article 234 to Article 236)
Section 3. Book-entry Transfer of Preferred Investments of Special Purpose
Companies (Article 237 to Article 247)
Section 4. Book-entry Transfer of Subscription Rights of New Preferred
Investments of Special Purpose Companies (Articles 248 and 249)
Section 5. Book-entry Transfer of Converted Specified Corporate Bonds ofSpecial Purpose Companies (Article 250 to Article 252)
Section 6. Book-entry Transfer of Specified Corporate Bonds with
Subscription Rights of New Preferred Investments of Special Purpose
Companies (Article 253 to Article 255)
Chapter 11. Book-entry Transfers pertaining to Organizational Changes (omitted)

3Section 1. Book-entry Transfers pertaining to Organizational Changes underthe Act on Mergers and Conversions of Financial Institutions (Article 256 toArticle 262)
Section 2. Book-entry Transfers pertaining to Organizational Changes underthe Insurance Business Act (Article 263 to Article 269)
Section 3. Book-entry Transfers pertaining to Mergers under the Financial
Instruments and Exchange Act (Article 270 to Article 275)
Chapter 12. Book-entry Transfer of other Rights that should be indicated on Securities(Article 276) (omitted)
Chapter 13. Miscellaneous Provisions (Article 277 to Article 287) (omitted)
Chapter 14. Penal Provisions (Article 288 to Article 297) (omitted)
Supplementary Provisions (omitted)(Omitted)

Chapter 7. Book-entry Transfer of Shares

Section 1. Common Provisions

Article 128(1) The ownership of rights in relation to shares in a company with articles ofincorporation that do not prescribe the issuance of share certificates (excluding
shares with transfer restrictions), and are handled by a Book-entry Transfer
Institution (hereinafter referred to as “Book-entry Transfer Shares”), shall beprescribed by entry or recording in a registry of book-entry transfer accounts
pursuant to the provisions of this chapter.
(2) In order for an issuer to give the consent referred to in Article 13(1) in relation toits shares, the consent of all the incorporators or a resolution of the board of
directors must be obtained.

Section 2. Registry of Book-entry Transfer Accounts

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(Matters to be Entered or Recorded in the Registry of Book-entry Transfer Accounts)
Article 129(1) The accounts for each Participant in a registry of book-entry transfer accounts
shall be kept separate.
(2) The accounts of an Account Management Institution within a registry of bookentry transfer accounts shall be separated into the following categories:(i) Accounts for which the Account Management Institution is entered orrecorded as having rights in relation to Book-entry Transfer Shares(hereinafter referred to as “Proprietary Accounts” in this chapter);(ii) Accounts for which Participants in the Account Management Institution orin its Subordinate Institution are entered or recorded as having rights inrelation to Book-entry Transfer Shares (hereinafter referred to as“Customer Accounts” in this chapter).
(3) The following matters shall be entered or recorded in each account (excluding
Customer Accounts) within the registry of book-entry transfer accounts:(i) The names and addresses of Participants;(ii) The trade name of the issuer and, if the issuer is a company with classshares, the class of the Book-entry Transfer Shares (hereinafter referred
to as the “Issue” in this chapter);(iii) The quantity of each Issue (excluding the matters listed in the followingitem);(iv) When a Participant is a pledgee, a statement to that effect, the quantity ofeach Issue of Book-entry Transfer Shares that is the object of the pledge,
the quantity for each shareholder included in that quantity, and the names
and addresses of the shareholders;(v) When a Participant is a trustee of a trust, a statement to that effect, and thequantity of trust assets included in the quantities referred to in thepreceding two items;

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(vi) When an increase or decrease in quantity referred to in Item (iii) or Item(iv) is entered or recorded, whether it was an increase or a decrease, thequantity of increase or decrease, and the date of the entry or record;(vii) Other matters specified by Cabinet Order.
(4) The following matters shall be entered or recorded in Customer Accounts in theregistry of book-entry transfer accounts:(i) The matters listed in Items (i) and (ii) of the preceding paragraph;(ii) The quantity of each Issue;(iii) Other matters specified by Cabinet Order.
(5) Where a Book-entry Transfer Institution establishes Institutional Accounts, anInstitutional Account category shall be set up in the registry of book-entry transfer
accounts in which the following matters shall be entered or recorded:(i) Issues;(ii) The quantity of each Issue;(iii) Other matters specified by Cabinet Order.
(6) A registry of book-entry transfer accounts may be created by electromagnetic
records (limited to those provided for by Ordinance of the competent Ministry).

(Procedures for New Entries or Records at the Time of Issue of Book-entry Transfer
Shares)
Article 130(1) An issuer of a specific Issue of Book-entry Transfer Shares shall notify the Bookentry Transfer Institution to which the issuer has given the consent referred to in
Article 13(1), of the following matters, without delay after the date on which theBook-entry Transfer Shares were issued (or where the issuer gives the consent
referred to in Article 13(1) in relation to its shares after the incorporation of thecompany, after the date on which the consent was given (hereinafter referred to as“Consent after Incorporation” in this paragraph)):(i) The Issue of Book-entry Transfer Shares pertaining to the issue or Consent
after Incorporation;

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(ii) The name of the Participants who are shareholders or Registered Pledgees(referring to the registered pledgees of shares prescribed in Article 152(1)of the Companies Act; the same shall apply hereinafter) of the Book-entry
Transfer Shares referred to in the preceding item;(iii) The accounts established for the Participants referred to in the preceding
item for the purpose of conducting book-entry transfer of the Book-entry
Transfer Shares referred to in Item (i);(iv) The quantity of the Book-entry Transfer Shares referred to in Item (i) for
each Participant (except for those listed in the following item);(v) When a Participant is a Registered Pledgee, a statement to that effect, thequantity of the Book-entry Transfer Shares referred to in Item (i) that is
the object of pledge for each Participant, and the quantity for eachshareholder included in that quantity;(vi) The names and addresses of the shareholders referred to in the preceding
item;(vii) When a Participant is a trustee of a trust, a statement to that effect, andthe quantity of trust assets included in the quantities referred to in Item(iv) and Item (v);(viii) The matters listed in Paragraph (3)(vii) of the preceding article that are
specified by Cabinet Order as matters that should be known to an issuer;(ix) The total quantity of the Book-entry Transfer Shares referred to in Item(i), and other matters provided for by Ordinance of the competent Ministry.
(2) Where the notice referred to in the preceding paragraph has been given, the Bookentry Transfer Institution that received the notice shall immediately execute thefollowing measures in relation to the Issue of Book-entry Transfer Sharespertaining to the notice.
(i) Where the Book-entry Transfer Institution has established an accountreferred to in Item (iii) of the preceding paragraph, entering or recording
the following matters:(a) An entry or record of the increase in the quantity referred to in
Item (iv) of the preceding paragraph pertaining to the Participants7referred to in Item (ii) of the same paragraph (limited to theshareholders referred to in the same item) in the column where thematters listed in Paragraph (3)(iii) of the preceding article areentered and recorded for the account (hereinafter referred to as the“Holdings Column” in this chapter);(b) An entry or record of the increase in the quantity of the Book-entry
Transfer Shares referred to in Item (v) of the preceding paragraphpertaining to the Participants referred to in Item (ii) of the same
paragraph (limited to the Registered Pledgees referred to in thesame item), and the quantity for each shareholder included in thatquantity, in the column where the matters listed in Paragraph (3)(iv)of the preceding article are entered and recorded for that account(hereinafter referred to as the “Pledges Column” in this chapter);(c) An entry or record of the matters listed in Item (vi) of thepreceding paragraph in the Pledges Column in that account;(d) An entry or record of the increase in the quantity of trust assets
referred to in Item (vii) of the preceding paragraph in that account;(e) An entry or record of the matters listed in Item (viii) of thepreceding paragraph in that account.
(ii) Where the Book-entry Transfer Institution has not established an accountreferred to in Item (iii) of the preceding paragraph, entering or recording
the increase in the quantity obtained by adding the quantity of the Bookentry Transfer Shares referred to in Item (v) of the same paragraph to thequantity referred to in Item (iv) of the same paragraph pertaining to theParticipants in Customer Accounts that are accounts at the Closest
Subordinate Institution of the Book-entry Transfer Institution that is theSuperior Institution of the Participants referred to in Item (ii) of the same
paragraph, and giving notice to the Closest Subordinate Institution of thematters listed in Items (i) through (viii) of the same paragraph.
(3) Where notice has been given under Item (ii) of the preceding paragraph, theprovisions of the preceding paragraph shall apply mutatis mutandis to an Account8Management Institution that has received that notice (including where appliedmutatis mutandis pursuant to this paragraph).

(Procedures where the Company Cannot Know a Shareholder’s Account)
Article 131.
(1) Where a company seeks to issue a specific Issue of Book-entry Transfer Shares,
and the company cannot know the account established for the shareholder orRegistered Pledgee of the Book-entry Transfer Shares for the purpose of
conducting book-entry transfer of the Book-entry Transfer Shares, the company(where the Book-entry Transfer Shares are issued at the time of a consolidationtype merger, or in other cases provided for by Ordinance of the competent
Ministry, the person provided for by Ordinance of the competent Ministry as aperson equivalent to the company; hereinafter referred to as the “Person Giving
Notice” in this article) shall notify the person who is to be the shareholder orRegistered Pledgee of the Book-entry Transfer Shares as provided for by
Ordinance of the competent Ministry, of the following matters by one month prior
to the date specified in Item (i):(i) That the company will give the notice referred to in Paragraph (1) of thepreceding article or apply for book-entry transfer in relation to theshareholders (when there are Registered Pledgees, excluding theshareholders of shares that are the object of pledges) and Registered
Pledgees of the Book-entry Transfer Shares, on a specified date;(ii) That the Person Giving Notice is to be notified, by the specified datereferred to in the preceding item, of accounts (excluding accounts
established by Book-entry Transfer Institutions, etc. through requests
referred to in the main clause of Paragraph (3)) established for theshareholders or Registered Pledgees referred to in the same item for the
purpose of conducting book-entry transfer of the Book-entry Transfer
Shares;9

(iii) The names and addresses of Book-entry Transfer Institutions, etc. that
establish accounts through requests referred to in the main clause of
Paragraph (3);(iv) Other matters provided for by Ordinance of the competent Ministry.
(2) Where the Person Giving Notice referred to in the preceding paragraph is a person
other than the company referred to in the same paragraph, the Person Giving
Notice shall notify the company, on the specified date referred to in Item (i) of thesame paragraph, of the accounts referred to in Item (ii) of the same paragraph ofwhich the shareholders or Registered Pledgees referred to in Item (i) of the same
paragraph have been notified.
(3) Where a shareholder or a Registered Pledgee referred to in Paragraph (1)(i) has
not notified the Person Giving Notice of the account referred to in Item (ii) of thesame paragraph by the date specified in Item (i) if the same paragraph, thecompany shall make a request to a Book-entry Transfer Institution, etc. referred toin Item (iii) of the same paragraph that an account for conducting book-entry
transfer of the Book-entry Transfer Shares be established for the shareholder orRegistered Pledgee (hereinafter referred to as a “Special Account” in this chapter);provided, however, this shall not apply when there is a Special Account that thecompany has requested be established for the shareholder or Registered Pledgee.
(4) Where the company is the issuer of the shares pertaining to the Book-entry
Transfer Shares referred to in Paragraph (1), and when the consent referred to in
Article 13(1) has not been given by the date specified in Paragraph (1)(i), thecompany shall promptly give the Book-entry Transfer Institution the consent
referred to in Article 13(1) in relation to the shares.
(5) In the cases prescribed in Paragraph (1), when the company gives the noticereferred to in Paragraph (1) of the preceding article, the company shall give thenotice referred to in Paragraph (1), with the account referred to in Item (ii) of thesame paragraph that the company received notice of from the shareholder orRegistered Pledgee referred to in Item (i) of the same paragraph as the accountreferred to in Paragraph (1)(iii) of the same Article (when no notice is received,
the Special Account that the company requested be established).

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(Book-entry Transfer Procedures)
Article 132.
(1) Where an application for book-entry transfer is made in relation to a specific Issueof Book-entry Transfer Shares, the Book-entry Transfer Institution, etc. shallenter or record or give notice of the decrease or increase in the quantity in theregistry of book-entry transfer accounts that it maintains, pursuant to the matters
indicated in the application pursuant to the provisions of Paragraph (3), pursuant
to the provisions of Paragraphs (4) through (8).
(2) Except where specifically prescribed elsewhere in this Act, the applicationreferred to in the preceding paragraph shall be made by the Participant, in whose
account (excluding a Customer Account) an entry or record of decrease inquantity is made as a result of book-entry transfer, to his or her Closest Superior
Institution.
(3) A person who makes an application referred to in Paragraph (1) shall indicate thefollowing matters in the application:(i) The Issue and quantity of Book-entry Transfer Shares in relation to whicha decrease or an increase in quantity is to be entered or recorded in relation
to the book-entry transfer;(ii) Whether the entry or record of a decrease in quantity is to be made in theHoldings Column or the Pledges Column in the account of the Participantreferred to in the preceding paragraph;(iii) Where the entry or record of a decrease in the quantity in the accountreferred to in the preceding item is made in the Pledges Column, theshareholders’ names and addresses in relation to the Book-entry Transfer
Shares that are to be entered or recorded, and the quantity for eachshareholder included in the quantity referred to in Item (i) (hereinafterreferred to as the “Book-entry Transfer Quantity” in this article);(iv) The account in which an increase in quantity is to be entered or recorded(excluding Customer Accounts; hereinafter referred to as “Book-entry
Transferee Accounts” in this chapter);11

(v) Whether the entry or record of a increase in quantity is to be made in theHoldings Column or the Pledges Column in the Book-entry Transferee
Account (excluding Institutional Accounts);(vi) Where the entry or record of an increase in the quantity in a Book-entry
Transferee Account (excluding Institutional Accounts) is made in a
Pledges Column, the quantity for each shareholder included in the Bookentry Transfer Quantity, and the names and addresses of the shareholders.
(4) Where an application referred to in Paragraph (1) has been submitted, the Bookentry Transfer Institution, etc. that received the application shall execute thefollowing measures without delay.
(i) Entering or recording the following matters in the Holdings Column or the
Pledges Column indicated pursuant to the provisions of Item (ii) of thepreceding paragraph in the account of the Participant referred to in
Paragraph (2):(a) An entry or record of the decrease in the Book-entry Transfer
Quantity;(b) Where the entry or record of the decrease referred to in (a) above ismade in a Pledges Column, an entry or record of the decrease in
the quantity for each shareholder referred to in Item (iii) of thepreceding paragraph.
(ii) Where the Book-entry Transfer Institution, etc. is not the Common Closest
Superior Institution pertaining to the book-entry transfer, notifying the
Closest Superior Institution of the matters indicated pursuant to theprovisions of Item (i) and Items (iv) through (vi) of the preceding
paragraph;(iii) Where the Book-entry Transfer Institution, etc. is the Common Closest
Superior Institution pertaining to the book-entry transfer, and has
established a Book-entry Transferee Account, entering or recording theincrease in the Book-entry Transfer Quantity in the Holdings Column or
the Pledges Column in the Book-entry Transferee Account (for an
Institutional Account, a column where matters listed in Article 129(5)(ii)

12are entered or recorded; hereinafter referred to as the “Book-entry
Transferee Column” in this article) as indicated pursuant to the provisionsof Item (v) of the preceding paragraph;(iv) In the cases referred to in the preceding item, when the Book-entry
Transferee Column is a Pledges Column, entering or recording thefollowing matters in the Pledges Column:(a) An entry or record of the increase in the quantity for eachshareholder referred to in Item (vi) of the preceding paragraph;(b) An entry or record of the names and addresses of the shareholders.
(v) Where the Book-entry Transfer Institution, etc. is the Common Closest
Superior Institution pertaining to the book-entry transfer, and has notestablished a Book-entry Transferee Account, entering or recording theincrease in the Book-entry Transfer Quantity in the Customer Account thatis the account of its Closest Subordinate Institution that is the Superior
Institution of the Participant in the Book-entry Transferee Account, andnotifying the Closest Subordinate Institution of the matters indicatedpursuant to the provisions of in Item (i) and Items (iv) through (vi) of thepreceding paragraph.
(5) Where the notice referred to in Item (ii) of the preceding paragraph has been
given, the Book-entry Transfer Institution, etc. that received the notice shallimmediately execute the following measures:(i) Entering or recording the decrease in the Book-entry Transfer Quantity in
the Customer Account that is the account of the Account Management
Institution that gave the notice;(ii) Where the Book-entry Transfer Institution, etc. is not the Common Closest
Superior Institution pertaining to the book-entry transfer, notifying the
Closest Superior Institution of the matters in the notice received pursuant
to the provisions of Item (ii) of the preceding paragraph;(iii) Where the Book-entry Transfer Institution, etc. is the Common Closest
Superior Institution pertaining to the book-entry transfer, and has
established a Book-entry Transferee Account, entering or recording the13increase in the Book-entry Transfer Quantity in the Book-entry Transferee
Column of the Book-entry Transferee Account;(iv) In the cases referred to in the preceding item, when the Book-entry
Transferee Column is a Pledges Column, entering or recording the matterslisted in Item (iv)(a) and (b) of the preceding paragraph in the Pledges
Column;(v) Where the Book-entry Transfer Institution, etc. is the Common Closest
Superior Institution pertaining to the book-entry transfer, and has notestablished a Book-entry Transferee Account, entering or recording theincrease in the Book-entry Transfer Quantity in the Customer Account thatis the account of its Closest Subordinate Institution that is the Superior
Institution of the Participant in the Book-entry Transferee Account, andnotifying the Closest Subordinate Institution of the matters in the noticereceived pursuant to the provisions of Item (ii) of the preceding paragraph.
(6) The provisions of the preceding paragraph shall apply mutatis mutandis to a
Book-entry Transfer Institution, etc. that has received the notice referred to in
Item (ii) of the same paragraph, where that notice has been given (including
where applied mutatis mutandis pursuant to this paragraph).
(7) Where the notice referred to in Paragraph (4)(v) or Paragraph (5)(v) (including
where applied mutatis mutandis pursuant to the preceding paragraph; hereinafter
the same shall apply in this paragraph), has been given, the Account Management
Institution that received the notice shall immediately execute the following
measures:(i) Where the Account Management Institution has established a Book-entry
Transferee Account, entering or recording the increase in the Book-entry
Transfer Quantity in the Book-entry Transferee Column of the Book-entry
Transferee Account;(ii) In the cases referred to in the preceding item, when the Book-entry
Transferee Column is a Pledges Column, entering or recording the matterslisted in Paragraph (4)(iv)(a) and (b) in the Pledges Column;

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(iii) Where the Account Management Institution has not established a Bookentry Transferee Account, entering or recording the increase in the Bookentry Transfer Quantity in the Customer Account that is the account of the
Closest Subordinate Institution that is the Superior Institution of theParticipant in the Book-entry Transferee Account, and notifying the
Closest Subordinate Institution of the matters in the notice received
pursuant to the provisions of Paragraphs (4)(v) or (5)(v).
(8) The provisions of the preceding paragraph shall apply mutatis mutandis to an
Account Management Institution that has received the notice referred to in Item(iii) of the same paragraph, where that notice has been given (including whereapplied mutatis mutandis pursuant to this paragraph).

(Special Provisions concerning Book-entry Transfer Procedures for Book-entry Transfer
Shares Entered or Recorded in Special Accounts)
Article 133.
(1) In relation to Book-entry Transfer Shares entered or recorded in a Special
Account, the Participant may not submit an application for book-entry transfer toa Book-entry Transferee Account that is an account other than the account of theParticipant or the issuer of the Book-entry Transfer Shares.
(2) Where a person who acquired shares before the shares became Book-entry
Transfer Shares, prior to the notice referred to in Article 130(1) or the application
for book-entry transfer pertaining to a specific Issue of Book-entry Transfer
Shares, and who has not been entered or recorded in the shareholder registrymakes, or others provided for by Ordinance of the competent Ministry(hereinafter referred to as “Acquirers” in this article) make, a joint claim with theParticipants in the Special Account in which the Book-entry Transfer Shares areentered or recorded following the notice or the application for book-entry transfer,the issuer shall take the following actions. The same shall apply where there is a
judgment ordering the Participant to file the claim and a claim has been made by
the Acquirer by attaching an authenticated or certified copy or an equivalent
document provided for by Ordinance of the competent Ministry as enforceable, or15where the Ordinance of the competent Ministry prescribes that the taking offollowing actions pursuant to the claim filed by the Acquirer will not risk
prejudice to the interests of the Participant and other interested persons:(i) Make a request referred to in the main clause of Article 131(3) made for
the Acquirer;(ii) Submit an application for book-entry transfer of the Book-entry Transfer
Shares, with the account established pursuant to the request referred to in
the preceding item as the Book-entry Transferee Account.
(3) Participants other than the issuer who made a request to establish a Special
Account may not apply for book-entry transfers with the Special Account as theBook-entry Transferee Account.

(Cancellation Procedures)
Article 134.
(1) Where there an application for cancellation is submitted in relation to a specificIssue of Book-entry Transfer Shares, the Book-entry Transfer Institution, etc.
shall enter or record the decrease in quantity in the registry of book-entry transfer
accounts that it maintains or give notice, pursuant to the matters indicated in theapplication as prescribed in Paragraph (3), pursuant to the provisions ofParagraphs (4) through (6).
(2) The application referred to in the preceding paragraph shall be made by the issuer
to the Closest Superior Institution that established the account (excluding a
Customer Account) in which the entry or record of the decrease will be made as aresult of the cancellation.
(3) The issuer shall indicate in the application referred to in Paragraph (1), the Issue
and quantity of Book-entry Transfer Shares for which the entry or record of thedecrease as a result of the cancellation is to be made.
(4) Where an application referred to in Paragraph (1) has been submitted, the Bookentry Transfer Institution, etc. that received the application shall execute thefollowing measures without delay:

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(i) Entering or recording the decrease in relation to the quantity referred to in
the preceding paragraph in the Holdings Column in the issuer’s account;(ii) Where the Book-entry Transfer Institution, etc. is the AccountManagement Institution, notifying the Closest Superior Institution of thematters indicated pursuant to the provisions of the preceding paragraph.
(5) Where the notice referred to in Item (ii) of the preceding paragraph has been
given, the Book-entry Transfer Institution, etc. that received the notice shallimmediately execute the following measures:(i) Entering or recording the decrease in relation to the quantity referred to in
Paragraph (3) in the Customer Account that is the account of the AccountManagement Institution that gave the notice;(ii) Where the Book-entry Transfer Institution, etc. is the AccountManagement Institution, notifying the Closest Superior Institution of thematters in the notice received pursuant to the provisions of Item (ii) of thepreceding paragraph.
(6) The provisions of the preceding paragraph shall apply mutatis mutandis to a
Book-entry Transfer Institution, etc. that has received the notice referred to in
Item (ii) of the same paragraph, where that notice has been given (including
where applied mutatis mutandis pursuant to this paragraph).

(Procedures for Cancellation in Full)
Article 135.
(1) Where the issuer of a specific Issue of Book-entry Transfer Shares intends tocancel the entire entry or record in relation to the Book-entry Transfer Shares, theissuer shall notify the Book-entry Transfer Institution to which the issuer gave theconsent referred to in Article 13(1), of the following matters, by two weeks prior
to the date referred to in Item (ii):(i) The Issue of the Book-entry Transfer Shares;(ii) The date on which the entire entry or record will be cancelled in relation to
the Book-entry Transfer Shares.

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(2) Where a notice referred to in the preceding paragraph has been given, the Bookentry Transfer Institution that received the notice shall immediately notify the
Closest Subordinate Institution of the matters listed in each item of the same
paragraph in relation to the Issue of Book-entry Transfer Shares pertaining to thenotice.
(3) Where the notice referred to in Paragraph (1) has been given, the Book-entry
Transfer Institution that received the notice, shall cancel the entire entry or recordon the date referred to in Item (ii) of the same paragraph in relation to the Bookentry Transfer Shares in the account in which the entry or record in relation to theBook-entry Transfer Shares referred to in Item (i) of the same paragraph is made(if the account is an account other than an Institutional Account or Customer
Account, in the Holdings Column or the Pledges Column of the account;hereinafter referred to as the “Holdings Column, etc.” in this chapter) in theregistry of book-entry transfer accounts that it maintains.
(4) The provisions of Paragraph (2) shall apply mutatis mutandis to an AccountManagement Institution that has received the notice referred to in Paragraph (2)(including where applied mutatis mutandis pursuant to this paragraph).

(Procedures for Entries or Records concerning Consolidation of Book-entry Transfer
Shares)
Article 136.
(1) Where shares in relation to Book-entry Transfer Shares in a specific Issue are to
be consolidated, the issuer of the Book-entry Transfer Shares shall notify theBook-entry Transfer Institution to which the issuer gave the consent referred to in
Article 13(1), of the following matters, by two weeks prior to the date referred toin Item (iii):(i) The Issue of Book-entry Transfer Shares pertaining to the shareconsolidation;(ii) The ratio obtained after the ratio of the total quantity of issued shares
listed in (a) below against the total quantity of issued shares listed in (b) is

18

subtracted from one (hereinafter referred to as the “Reduction Ratio” inthis article):(a) The total quantity of issued Book-entry Transfer Shares after the shareconsolidation;(b) The total quantity of issued Book-entry Transfer Shares before theshare consolidation.
(iii) The date on which the share consolidation becomes effective;(iv) The account of the issuer (when there are two or more, one of theaccounts).
(2) Where the notice referred to in the preceding paragraph has been given, the Bookentry Transfer Institution that received the notice shall immediately notify the
Closest Subordinate Institution of the matters listed in each item of the same
paragraph to in relation to the Issue of Book-entry Transfer Shares pertaining to
the notice.
(3) Where the notice referred to in Paragraph (1) has been given, the Book-entry
Transfer Institution that received the notice, shall enter or record the decrease inrelation to quantities, obtained after multiplying the respective quantities enteredor recorded in the Holdings Column, etc. by the Reduction Ratio, on the datereferred to in Item (iii) of the same paragraph, in the Holdings Column, etc. inwhich the Book-entry Transfer Shares referred to in Item (i) of the same
paragraph are entered or recorded in the registry of book-entry transfer accounts
that it maintains.
(4) The provisions of Paragraph (2) shall apply mutatis mutandis to an AccountManagement Institution that has received the notice referred to in Paragraph (2)(including where applied mutatis mutandis pursuant to this paragraph).
(5) Where a Book-entry Transfer Institution enters or records a decrease in quantity
pursuant to Paragraph (3) (including where applied mutatis mutandis pursuant to
the preceding paragraph; hereinafter the same shall apply in this paragraph) and afraction of less than one is entered or recorded in the Holdings Column, etc.
prescribed in Paragraph (3), notwithstanding the provisions of the same paragraph,
the Book-entry Transfer Institution, etc. shall make entries or records as specified

19

by Cabinet Order in the Holdings Column, etc. of a Participant in the Holdings
Column, etc., or the Holdings Column of an account referred to in Paragraph(1)(iv), in lieu of what should be entered or recorded in the Holdings Column, etc.,
and the Book-entry Transfer Institution shall provide its Subordinate Institution
with necessary instructions, as specified by Cabinet Order, for making the entries
or records. In this case, the Subordinate Institution shall execute measures inaccordance with those instructions.

(Procedures for Entries or Records concerning Splitting of Book-entry Transfer Shares)
Article 137.
(1) Where shares in relation to Book-entry Transfer Shares in a specific Issue are to
be split, the issuer of the Book-entry Transfer Shares shall notify the Book-entry
Transfer Institution to which the issuer gave the consent referred to in Article
13(1), of the following matters, by two weeks prior to the date on which the split
becomes effective:(i) The Issue of Book-entry Transfer Shares pertaining to the share split;(ii) The ratio of the total quantity of issued shares listed in (a) below against
the total quantity of issued shares listed in (b) (hereinafter referred to as
the “Increase Ratio” in this article);(a) The total quantity of the Book-entry Transfer Shares that theshareholder receives pursuant to the share split;(b) The total quantity of the issued Book-entry Transfer Shares before theshare split.
(iii) The Record Date pertaining to the share split (referring to the the Record
Date prescribed in Article 124(1) of the Companies Act; hereinafter thesame shall apply in this chapter) and the date on which share split will
become effective;(iv) The account of the issuer (when there are two or more, one of theaccounts).
(2) Where the notice referred to in the preceding paragraph has been given, the Bookentry Transfer Institution that received the notice shall immediately notify the20

Closest Subordinate Institution of the matters listed in each item of the same
paragraph to in relation to the Issue of Book-entry Transfer Shares pertaining to
the notice.
(3) Where the notice referred to in Paragraph (1) has been given, the Book-entry
Transfer Institution that received the notice, shall enter or record the increase inrelation to quantities, obtained after multiplying the respective quantities enteredor recorded in the Holdings Column, etc. by the Increase Ratio, on the date on
which the share split becomes effective, in the Holdings Column, etc. in which theBook-entry Transfer Shares referred to in Item (i) of the same paragraph as of theRecord Date referred to in Item (iii) of the same paragraph are entered or recordedin the registry of book-entry transfer accounts that it maintains.
(4) The provisions of Paragraph (2) shall apply mutatis mutandis to an AccountManagement Institution that has received the notice referred to in Paragraph (2)(including where applied mutatis mutandis pursuant to this paragraph).
(5) Where a Book-entry Transfer Institution enters or records an increase in quantity
pursuant to Paragraph (3) (including where applied mutatis mutandis pursuant to
the preceding paragraph; hereinafter the same shall apply in this paragraph) and afraction less than one is entered or recorded in the Holdings Column, etc.
prescribed in Paragraph (3), notwithstanding the provisions of the same paragraph,
the Book-entry Transfer Institution, etc. shall makes entries or records as
specified by Cabinet Order, in the Holdings Column, etc. of a Participant in theHoldings Column, etc., or the Holdings Column of an account referred to in
Paragraph (1)(iv), in lieu of what should be entered or recorded in the Holdings
Column, etc., and the Book-entry Transfer Institution shall provide its
Subordinate Institution with necessary instructions, as specified by Cabinet Orderfor making the entries or records. In this case, the Subordinate Institution shall
execute measures in accordance with those instructions.

(Procedures for Entries or Records where another Issue of Book-entry Transfer Shares is
Issued Due to Merger etc.)
Article 138.

21

(1) Where the shares of a company that becomes extinct due to merger or a company
that carries out a share exchange or a share transfer (hereinafter collectively
referred to as “Extinct Company, etc.” in this chapter through Chapter 9) are
Book-entry Transfer Shares, and where the surviving company, etc. or newlyestablished company, etc. intends to issue Book-entry Transfer Shares at the timeof the absorption-type merger, etc. or consolidation-type merger, etc., the Extinct
Company, etc. shall notify the Book-entry Transfer Institution to which theExtinct Company, etc. gave the consent referred to in Article 13(1), of thefollowing matters, by two weeks prior to the Effective Date of the Merger etc. In
this case, the provisions of Article 130 and Article 131 shall not apply:(i) The Issue of Book-entry Transfer Shares issued to the shareholders of
Book-entry Transfer Shares in the Extinct Company, etc. at the time of theabsorption-type merger, etc. or consolidation-type merger, etc.;(ii) The Issue of Book-entry Transfer Shares of the Extinct Company, etc.;(iii) The ratio of the total quantity of issued shares in (a) below against the
total quantity of issued shares in (b) (hereinafter referred to as the“Allotment Ratio” in this article):(a) The total quantity of Book-entry Transfer Shares referred to in
Item (i);(b) The total quantity of issued Book-entry Transfer Shares referred toin the preceding item.
(iv) The Effective Date of the Merger etc.;(v) The account of the issuer of the Book-entry Transfer Shares referred to in
Item (i) (when there are two or more, one of the accounts);(vi) The matters listed in Article 129(3)(vii) that are specified by Cabinet
Order as matters that should be known to an issuer;(vii) The total quantity of the Book-entry Transfer Shares referred to in Item (i)pertaining to the issue, and other matters provided for by Ordinance ofthe competent Ministry.
(2) Where the notice referred to in the first sentence of the preceding paragraph has
been given, the Book-entry Transfer Institution that received the notice shall22

immediately notify the Closest Subordinate Institution of the matters listed in
Items (i) through (vi) of the same paragraph in relation to the Issue of Book-entry
Transfer Shares pertaining to the notice.
(3) Where the notice referred to in the first sentence of Paragraph (1) has been given,
the Book-entry Transfer Institution that received the notice, shall execute thefollowing measures on the Effective Date of the Merger etc., in the Holdings
Column, etc. in which the entry or record in relation to the Book-entry Transfer
Shares referred to in Item (ii) of the same paragraph is made, in the registry ofbook-entry transfer accounts that it maintains:(i) Entering or recording the increase in relation to the Book-entry Transfer
Shares referred to in Paragraph (1)(i) of the quantity obtained after
multiplying the respective quantities of Book-entry Transfer Sharesreferred to in Item (ii) of the same paragraph entered or recorded in theHoldings Column, etc. by the Allotment Ratio, and the matters prescribed
in Item (vi) of the same paragraph;(ii) Cancelling the entry or record in relation to all the Book-entry Transfer
Shares referred to in Paragraph (1)(ii).
(4) The provisions of Paragraph (2) shall apply mutatis mutandis to an AccountManagement Institution that has received the notice referred to in Paragraph (2)(including where applied mutatis mutandis pursuant to this paragraph).
(5) Where a Book-entry Transfer Institution enters or records the increase in quantity
pursuant to Paragraph (3) (including where applied mutatis mutandis pursuant to
the preceding paragraph; hereinafter the same shall apply in this paragraph) and afraction of less than one is entered or recorded in the Holdings Column, etc.
prescribed in Paragraph (3), notwithstanding the provisions of the same paragraph,
the Book-entry Transfer Institution, etc. shall make entries or records as specified
by Cabinet Order, in the Holdings Column, etc. of a Participant in the Holdings
Column, etc., or the Holdings Column of an account referred to in Paragraph(1)(iv), in lieu of what should be entered or recorded in the Holdings Column, etc.,
and the Book-entry Transfer Institution shall provide its Subordinate Institution
with necessary instructions, as specified by Cabinet Order, for making the entries

23

or records. In this case, the Subordinate Institution shall execute measures inaccordance with those instructions.
(6) Where a surviving company, etc. referred to in the first sentence of Paragraph (1)intends to transfer its Book-entry Transfer Shares at the time of the absorptiontype merger, etc., the surviving company, etc. shall apply to have the Book-entry
Transfer Shares cancelled on the Effective Date of the Merger etc. In this case,notwithstanding the provisions of Article 140, the Book-entry Transfer Shares are
deemed to have been transferred to the shareholders of the Extinct Company, etc.
referred to in the first sentence of Paragraph (1), pursuant to the application, as of
the time of the entering or recording of the decrease in quantity referred to in
Article 134(4)(i).

(Procedures for Changing Entry or Record)
Article 139.
When a Book-entry Transfer Institution, etc. becomes aware of a change relating to thematters listed in any item of Paragraph (3), any item of Paragraph (4), or any item of
Paragraph (5) in Article 129 in relation to the registry of book-entry transfer accounts thatit maintains, it shall immediately enter or record the change in the registry of book-entry
transfer accounts.

Section 3. Effect of Book-entry Transfer(Transfer of Book-entry Transfer Shares)
Article 140.
A Transfer of Book-entry Transfer Shares shall not be effective unless the transferee
receives an entry or record of the increase in the quantity pertaining to the transfer in theHoldings Column of the account of the transferee (for an Institutional Account, thecolumn where the matters listed in Article 129(5)(ii) are entered or recorded) pursuant toan application for book-entry transfer.

(Pledge of Book-entry Transfer Shares)24Article 141.
A pledge of Book-entry Transfer Shares shall not be effective unless the pledgee receives
the entry or record of the increase in the quantity pertaining to the pledge in the Pledges
Column of the account of the pledgee pursuant to an application for book-entry transfer.

(Requirement to Duly Assert the fact that Book-entry Transfer Shares are Trust Assets
Against Third Parties)
Article 142.
(1) In relation to Book-entry Transfer Shares, the fact that Book-entry Transfer
Shares are trust assets may not be asserted against third parties unless that fact isentered or recorded in the registry of book-entry transfer accounts pursuant to theprovisions of Article 129(3)(v).
(2) The entry or record in the registry of book-entry transfer accounts prescribed in
the preceding paragraph shall be made as specified by Cabinet Order.

(Presumption of Participants’ Rights)
Article 143.
A Participant shall be presumed to be the lawful owner of the rights in relation to Bookentry Transfer Shares that are entered or recorded in his or her account (limited to
Proprietary Accounts for accounts of Account Management Institutions).

(Acquisition without Knowledge)
Article 144.
A Participant (including a Book-entry Transfer Institution that has an Institutional
Account) that receives an entry or record of increase in quantity in relation to Book-entry
Transfer Shares in a specific Issue in his or her account (limited to Proprietary Accounts
for accounts of Account Management Institutions) pursuant to an application for bookentry transfer shall acquire the rights pertaining to the entry or record of the increase inquantity in relation to the Book-entry Transfer Shares in the Issue; provided, however,this shall not apply when the Participant has knowledge or is grossly negligent.

25

(Obligations of Book-entry Transfer Institution in Case of Excessive Entry or Record)
Article 145.
(1) Where, as a result of the acquisition of Book-entry Transfer Shares pursuant to theprovisions of the preceding article, the total quantity of the Book-entry Transfer
Shares in the Issue prescribed in the same article and owned by all shareholders
exceeds the total quantity of issued Book-entry Transfer Shares in the Issue(excluding the quantity of cancelled Book-entry Transfer Shares), and when the
total quantity referred to in Item (i) exceeds the total quantity of issued sharesreferred to in Item (ii), the Book-entry Transfer Institution has an obligation toacquire the Book-entry Transfer Shares in the Issue to the extent of the excess
quantity (referring to the quantity obtained by deducting the total quantity ofissued shares referred to in Item (ii) from the total quantity referred to in Item (i)):(i)

The total quantity of Book-entry Transfer Shares in the Issue enteredor recorded in the accounts of the Participants at the Book-entry
Transfer Institution in the registry of book-entry transfer accounts thatthe Book-entry Transfer Institution maintains;(ii)

The total quantity of issued Book-entry Transfer Shares in the Issue(excluding the quantity of cancelled Book-entry Transfer Shares, andthe quantity of Book-entry Transfer Shares for which the issuer cannot
give the notice referred to in Article 159(1) pursuant to the provisionsof the same paragraph).

(2) Where an entry or record of increase or decrease in quantity is made in theaccount prescribed in Item (i) of the preceding paragraph, no rights pertaining to
the entry or record have arisen, been transferred or been extinguished, and it isproven that no person has acquired Book-entry Transfer Shares of the quantity
pertaining to the entry or record pursuant to the provisions of the preceding article,
the quantity prescribed in Item (i) of the preceding paragraph shall be the quantitythat would have been the case if no entry or record had been made.
(3) Where a Book-entry Transfer Institution acquires Book-entry Transfer Sharespursuant to the provisions of Paragraph (1), the Book-entry Transfer Institution26

has an obligation to immediately manifest its intention to the issuer to waive all of
its rights in relation to the Book-entry Transfer Shares.
(4) The rights in relation to Book-entry Transfer Shares prescribed in the preceding
paragraph are extinguished when the intent to waive is manifested pursuant to theprovisions of the same paragraph.
(5) When a Book-entry Transfer Institution has manifested its intent to waive in
relation to Book-entry Transfer Shares pursuant to the provisions of Paragraph (3),the Book-entry Transfer Institution shall immediately cancel the Book-entry
Transfer Shares in the registry of book-entry transfer accounts.
(6) Where an issuer of Book-entry Transfer Shares in an Issue referred to in
Paragraph (1) disposes of its shares in order to allow the Book-entry Transfer
Institution to acquire the Book-entry Transfer Shares pursuant to the provisions of
the same paragraph, the provisions of Part II Chapter II Section 8 of theCompanies Act shall not apply. In this case, the disposition shall be carried out ata fair price.

(Obligations of Account Management Institution in Case of Excessive Entry or Record)
Article 146.
(1) In the cases prescribed in Paragraph (1) of the preceding article, when there is an
Account Management Institution for which the total quantity referred to in Item (i)exceeds the quantity referred to in Item (ii), the Account Management Institution
has an obligation to manifest its intention to the issuer to waive all of its rights inrelation to the quantity of the Book-entry Transfer Shares in the Issue equivalent
to the excess quantity (referring to the quantity obtained by deducting the quantity
referred to in Item (ii) from the total quantity referred to in Item (i)):(i) The total quantity of the quantity of the Book-entry Transfer Shares in theIssue entered or recorded in the account of the Participant in the AccountManagement Institution in the registry of book-entry transfer accounts that
the Account Management Institution maintains;(ii) The quantity of Book-entry Transfer Shares in the Issue entered orrecorded in the Customer Account that is the account of the Account27

Management Institution in the registry of book-entry transfer accounts that
the Closest Superior Institution of the Account Management Institution
maintains.
(2) The provisions of Paragraph (2) of the preceding article apply mutatis mutandis tothe matters listed as follows:(i) The quantity prescribed in Item (i) of the preceding paragraph;(ii) The quantity listed in Item (ii) of the preceding paragraph that is an entry
or record of increase or decrease in the Customer Account prescribed in
the same item, where no rights pertaining to the entry or record havearisen, been transferred or been extinguished.
(3) In the cases referred to in Paragraph (1), when the Account Management
Institution does not own Book-entry Transfer Shares in the Issue prescribed in thesame paragraph in a quantity equivalent to the excess quantity prescribed in thesame paragraph, the Account Management Institution has an obligation to acquire
the Book-entry Transfer Shares in the Issue to the extent of the excess quantity,prior to manifesting its intention to waive pursuant to the provisions of the same
paragraph.
(4) Where the Account Management Institution manifests its intent to waive pursuant
to the provisions of Paragraph (1), it shall immediately notify its Closest Superior
Institution of the matters listed as follows:(i) The fact that it has manifested its intent to waive;(ii) The Issue and quantity of the Book-entry Transfer Shares pertaining to the
manifestation of intent to waive.
(5) When the Closest Superior Institution referred to in the preceding paragraph hasreceived the notice referred to in the same paragraph, it shall immediately enter orrecord the matters listed as follows in relation to the Book-entry Transfer Sharesin the Issue listed in Item (ii) of the same paragraph in the registry of book-entry
transfer accounts that it maintains:(i) An entry or record of the decrease in the quantity listed in Item (ii) of thepreceding paragraph in the Proprietary Account of the account of the
Account Management Institution referred to in the same paragraph;28

(ii) An entry or record of the increase in the quantity listed in Item (ii) of thepreceding paragraph in the Customer Account of the account referred to in
the preceding item.
(6) Where an issuer of Book-entry Transfer Shares in an Issue referred to in
Paragraph (1) disposes of its shares in order to allow the Account Management
Institution referred to in Paragraph (3) to acquire the Book-entry Transfer Sharespursuant to the provisions of the same paragraph, the provisions of Part II Chapter
II Section 8 of the Companies Act shall not apply. In this case, the disposition
shall be carried out at a fair price.

(Treatment where Book-entry Transfer Institution Fails to Perform Obligations Pertaining
to Excessive Entry or Record)
Article 147.
(1) In cases prescribed by Article 145(1), until the Book-entry Transfer Institution
prescribed in the same paragraph performs all of its obligations referred to in thesame paragraph and Paragraph (3) of the same Article, no shareholder may assert
against the issuer the portion of the Book-entry Transfer Shares in the Issue thatthe shareholder owns obtained by multiplying the ratio of the quantity referred toin Item (i) against the total quantity referred to in Item (ii) by the excess quantityprescribed in Paragraph (1) of the same article (when part of the obligationreferred to in Paragraph (3) of the same article has been performed, the quantity
obtained after deducting the quantity pertaining to the performance):(i) The quantity of the Book-entry Transfer Shares in the Issue that theshareholder owns (when there is a Subordinate Institution of the Bookentry Transfer Institution that should manifest its intention to waive its
rights in relation to the Book-entry Transfer Shares in the Issue pursuant to
the provisions of Paragraph (1) of the preceding article, the quantity after
deducting the shareholder’s Account Management Institution
Quantity Restriction prescribed in Paragraph (1) of the following article(limited to shareholders of Book-entry Transfer Shares for which an entry
or record has been made in an account established by the Subordinate

29Institution or its Subordinate Institution) in relation to the excess quantityprescribed in Paragraph (1) of the preceding article in relation to the
Subordinate Institution);(ii) The total quantity of Book-entry Transfer Shares in the Issue owned by all
shareholders (when there is a Subordinate Institution of the Book-entry
Transfer Institution that should manifest its intention to waive its rights inrelation to the Book-entry Transfer Shares in the Issue pursuant to theprovisions of Paragraph (1) of the preceding article, the quantity after
deducting the total quantity of the Account Management Institution
Quantity Restriction prescribed in Paragraph (1) of the following article
for all shareholders in relation to Book-entry Transfer Shares for which an
entry or record has been made in an account established by the
Subordinate Institution or its Subordinate Institution concerning the excess
quantity prescribed in Paragraph (1) of the preceding article in relation to
the Subordinate Institution).
(2) In cases prescribed by Article 145(1), a Book-entry Transfer Institution prescribedin the same paragraph has an obligation to pay each shareholder damages arising
as a result of its failure to perform the obligations prescribed in the same
paragraph or Paragraph (3) of the same Article.
(3) In cases prescribed by Article 145(1), when a Book-entry Transfer Institution
prescribed in the same paragraph has manifested its intention to waive all of its
rights in relation to the Book-entry Transfer Shares referred to in Paragraph (3) of
the same Article pursuant to the provisions of the same paragraph, within two
weeks after the notice referred to in Article 151(1)(i) or (iv), the provisions ofParagraph (1) shall not apply in relation to an exercise of rights prescribed in
Article 124(1) of the Companies Act pertaining to shareholders other than persons
who were given notice as shareholders of the Book-entry Transfer Shares by theBook-entry Transfer Institution through the notice (hereinafter referred to as“Specific Notified Shareholders” in this paragraph); provided, however, that thisshall be limited to cases where the Book-entry Transfer Shares fall under any of
the following items:

30

(i) Book-entry Transfer Shares for which a Specific Notified Shareholder
has manifested his or her intention to the issuer to waive all of his or
her rights prescribed in Article 124(1) of the Companies Act, within
two weeks after the notice;(ii) Shares that the issuer owns;(iii) Shares Less than One Unit (referring to the Shares Less than One
Unit prescribed in Article 189(1)(i) of the Companies Act; the same
shall apply in Article 153) where the issuer specifies the Record Datefor solely for the purpose of specifying the person who is to exercise
the voting rights;(iv) In cases prescribed in the preceding item, shares of shareholders
prescribed by the applicable Ordinance of the Ministry of Justice asprescribed in Article 308(1) of the Companies Act.
(4) When a Book-entry Transfer Institution has performed all of the obligations
referred to in Article 145(3), the provisions of Paragraph (1) shall not apply in
relation to the exercise of shareholder’s rights (excluding the rights prescribed in
Article 124(1) of the Companies Act; referring to the “Minority Shareholder
Rights, etc.” in Paragraph (4) of the following article and Article 154).

(Treatment where Account Management Institution Fails to Perform Obligations
Pertaining to Excessive Entry or Record)
Article 148.
(1) In cases prescribed by Article 146(1), until the Account Management Institution
prescribed in the same paragraph performs all of its obligations referred to in thesame paragraph and Paragraph (3) of the same Article, shareholders (limited toshareholders in relation to the Book-entry Transfer Shares that are entered orrecorded in the account that the Account Management Institution or its
Subordinate Institution establishes) may not assert against the issuer the portion of
the Book-entry Transfer Shares in the Issue that the shareholder owns obtained bymultiplying the ratio of the quantity referred to in Item (i) against the total
quantity referred to in Item (ii) by the excess quantity prescribed in Paragraph (1)31of the same article (hereinafter referred to as the “Account Management
Institution Quantity Restriction” in this article; when part of the obligationreferred to in the same paragraph has been performed, the quantity obtained after
deducting the quantity pertaining to the performance):(i) The quantity of Book-entry Transfer Shares in the Issue that theshareholder owns (when there is a Subordinate Institution of the AccountManagement Institution that should manifest its intention to waive its
rights in relation to the Book-entry Transfer Shares in the Issue pursuant to
the provisions of Article 146(1), the quantity obtained after deducting theshareholder’s Account Management Institution Quantity Restriction(limited to shareholders of Book-entry Transfer Shares for which an entry
or record has been made in an account established by the Subordinate
Institution or its Subordinate Institution) in relation to the excess quantityprescribed in the same paragraph in relation to the Subordinate Institution);(ii) The total quantity of Book-entry Transfer Shares in the Issue owned by all
shareholders in relation to Book-entry Transfer Shares entered or recorded
in an account established by the Account Management Institution or its
Subordinate Institution (when there is a Subordinate Institution of the
Account Management Institution that should manifest its intention to
waive its rights in relation to the Book-entry Transfer Shares in the Issue
pursuant to the provisions of Article 146(1), the quantity after deducting
the total quantity of the Account Management Institution Quantity
Restriction for all shareholders in relation to Book-entry Transfer Sharesfor which an entry or record has been made in an account established by
the Subordinate Institution or its Subordinate Institution concerning theexcess quantity prescribed in the same paragraph in relation to the
Subordinate Institution).
(2) In cases prescribed by Article 146(1), the Account Management Institution
prescribed in the same paragraph has an obligation to pay the shareholders
prescribed in the preceding paragraph damages arising as a result of its failure to32

perform the obligations prescribed in Paragraph (1) or Paragraph (3) of the same
Article.
(3) In cases prescribed by Article 146(1), the provisions of Paragraph (3) of thepreceding article shall apply mutatis mutandis when the Account Management
Institution prescribed in Article 146(1) has manifested its intention to waive all of
its rights in relation to Book-entry Transfer Shares referred to in the same
paragraph pursuant to the provisions of the same paragraph within two weeks
after the notice referred to in Article 151(1)(i) or (iv). In this case, the words listed
in the upper column of the following table shall be deemed to be replaced with thewords listed in the lower column of the same table respectively.
(4) When the Account Management Institution has performed all of the obligations
referred to in Article 146(1), the provisions of Paragraph (1) shall not apply in
relation to the exercise of Minority Shareholder Rights, etc. in relation to Bookentry Transfer Shares entered or recorded in an account established by the
Account Management Institution or its Subordinate Institution.

(Treatment where the Issuer Distributes Dividends of Surplus in relation to Book-entry
Transfer Shares by Mistake)
Article 149.
(1) Dividends of surplus that have been distributed in relation to Book-entry Transfer
Shares that may not be asserted against the issuer pursuant to the provisions ofArticle 147(1) or Paragraph (1) of the preceding article shall not have the effect of
extinguishing the obligations of the issuer pertaining to the other Book-entry
Transfer Shares in the Issue, even where the issuer is without knowledge.
(2) In the cases referred to in the preceding paragraph, the shareholder has no
obligation to the issuer to return monetary sums pertaining to the dividends ofsurplus referred to in the same paragraph.
(3) When dividends of surplus referred to in Paragraph (1) have been distributed, theissuer shall acquire the shareholder’s rights against the Book-entry Transfer
Institution, etc. pursuant to the provisions of Article 147(2) or Paragraph (2) of

33

the preceding article, to the extent of the monetary amount prescribed in thepreceding paragraph.

Section 4. Special Provisions of the Companies Act(Special Provisions of the Companies Act concerning Issuance of Shares)
Article 150.
(1) Where a company gives the consent referred to in Article 13(1) in relation toshares to be issued at the time of the incorporation of the company, theincorporator shall indicate an account that has been established for himself or
herself for the purpose of conducting book-entry transfer of the Book-entry
Transfer Shares (excluding Special Accounts), at the time when the matters listed
in each item of Article 132(1) of the Companies Act are determined pursuant to
the provisions of Article 132(1).
(2) In the notice in relation to Book-entry Transfer Shares referred to in Article 59(1)or Article 203(1) of the Companies Act, the issuer of the Book-entry Transfer
Shares shall indicate the fact that the provisions of this Act apply to the Bookentry Transfer Shares.
(3) The shareholder registry of a company issuing Book-entry Transfer Shares shallcontain an entry or record of the fact that the provisions of this Act apply in
relation to the Book-entry Transfer Shares.
(4) A person who applies to subscribe for Book-entry Transfer Shares shall enter an
account established for himself or herself for the purpose of conducting bookentry transfer of the Book-entry Transfer Shares (excluding Special Accounts) on
the document referred to in Article 203(2) of the Companies Act, or indicate theaccount to the issuer of the Book-entry Transfer Shares at the time when thecontract referred to in Article 205 of the same Act is executed.
(5) An issuer of share options (limited to share options for which the object shares are
Book-entry Transfer Shares) shall indicate the fact that the provisions of this Act
apply to the Book-entry Transfer Shares that are the object of the stock options, in34

the notice in relation to the stock options referred to in Article 242(1) of theCompanies Act.
(6) A person who exercises share options, when the object shares of the share options
are Book-entry Transfer Shares, shall indicate to the issuer of the Book-entry
Transfer Shares an account established for himself or herself for the purpose of
conducting book-entry transfer of the Book-entry Transfer Shares (excludingSpecial Accounts).

(Notices to All Shareholders)
Article 151.
(1) When a Book-entry Transfer Institution falls under any of the cases listed in any
item listed as follows, the Book-entry Transfer Institution shall promptly notify
the issuer of the names and addresses of the shareholders prescribed in each item,
the Issue and quantity of the Book-entry Transfer Shares that are owned by theshareholders and issued by the issuer, and other matters provided for by
Ordinance of the competent Ministry (hereinafter referred to as “Matters for
Notice” in this article and the following article):(i) When the issuer has determined the Record Date - the shareholders on that
date;(ii) When the date on which a share consolidation will become effective
arrives - the shareholders on that date;(iii) When the Book-entry Transfer Institution, etc. has cancelled sharespursuant to the provisions of Article 135(3) (including where appliedmutatis mutandis pursuant to Paragraph (4) of the same article) - theshareholders of the Book-entry Transfer Shares pertaining to thecancellation;(iv) In relation to an issuer with a business year of one year, when six months
have passed from the date the business year commenced each businessyear (excluding where the issuer has determined the Record Date
pertaining to the interim dividends prescribed in Article 454(5) of the35Companies Act) - the shareholders on the date when six months havepassed from the date the business year commenced;(v) Where a Book-entry Transfer Institution that handles the Book-entry
Transfer Shares in a specific Issue has rescinded the designation referred
to in Article 3(1) pursuant to the provisions of Article 22(1), or thedesignation has become invalid pursuant to the provisions of Article 41(1),and when there is no person who succeeds to the Book-entry Transfer
Business of the Book-entry Transfer Institution - the shareholders on thedate the designation was rescinded, or the date the designation became
invalid;(vi) When the Book-entry Transfer Shares in a specific Issue are no longer
handled by the Book-entry Transfer Institution - the shareholders on thedate the Book-entry Transfer Institution stopped handling the Book-entry
Transfer Shares;(vii) At other times specified by Cabinet Order – the shareholders on the datespecified by Cabinet Order.
(2) In the cases referred to in the preceding paragraph, the Book-entry Transfer
Institution shall notify the persons prescribed respectively in each of the following
items as shareholders, in accordance with the categories of the cases listed in eachof the items:(i) Where an entry or record in relation to Book-entry Transfer Shares ismade in the Holdings Column of the account of the Participant (excluding
Customer Accounts) in the registry of book-entry transfer accounts
maintained by the Book-entry Transfer Institution or its Subordinate
Institution - the Participant in the account (when the Participant has madea request to the Participant’s Closest Superior Institution for a noticereferred to in the preceding paragraph with another Participant asshareholder in relation to the Book-entry Transfer Shares as provided forby Ordinance of the competent Ministry, the other Participant pertaining
to the Book-entry Transfer Shares (referring to the “Special Shareholders”
in Article 154);36

(ii) Where an entry or record in relation to Book-entry Transfer Shares ismade in the Pledges Column of the account of the Participant prescribed in
the preceding item - the person whose name and address are entered orrecorded as the shareholder in the Pledges Column.
(3) In the cases referred to in Paragraph (1), when the Book-entry Transfer Institution
receives a request from a Participant in an account in which the entry or record of
the Book-entry Transfer Shares is made in the Pledges Column, the Book-entry
Transfer Institution shall indicate in the notice referred to in the same paragraphthe names and addresses of the Pledgees of the Book-entry Transfer Shares, theIssue of the Book-entry Transfer Shares, the matters listed in Article 129(3)(iv) in
relation to the Book-entry Transfer Shares, and other matters provided for by
Ordinance of the competent Ministry.
(4) A Participant shall go through the Participant’s Closest Superior Institution to filea request referred to in the preceding paragraph.
(5) In the cases referred to in Article 147(1) or Article 148(1), when the Book-entry
Transfer Institution gives the notice referred to in Paragraph (1), the Book-entry
Transfer Institution shall indicate the quantity of the Book-entry Transfer Shares
entered or recorded in the account of the Participant in the Book-entry Transfer
Institution or its Subordinate Institution that may not be asserted against the issuer
pursuant to the provisions of Article 147(1) or Article 148(1).
(6) When an Account Management Institution receives a request from its Closest
Superior Institution for a report on matters necessary for a notice referred to in
Paragraph (1) (including matters prescribed in Paragraph (3) and the preceding
paragraph) in relation to Book-entry Transfer Shares entered or recorded in theaccount of the Participant in the Book-entry Transfer Institution or its Subordinate
Institution, the Account Management Institution shall promptly report the matters.
(7) In the cases referred to in Paragraph (1)(i), (ii), (iv) and (vii) (excluding cases
specified by Cabinet Order), the issuer, as provided for by Ordinance of thecompetent Ministry, shall notify the Book-entry Transfer Institution to which theissuer gave the consent referred to in Article 13(1), of the dates specified in each
item (for Item (iv) of the same paragraph, the date the business year referred to in37

the same item commences) and other matters provided for by Ordinance of thecompetent Ministry.
(8) When there are proper grounds, the issuer may pay the expenses specified by theBook-entry Transfer Institution and request that the Book-entry Transfer
Institution notifies the shareholders of the Matters for Notice as of a specific datethat the issuer specifies. In this case, the provisions of Paragraphs (1) through (6)shall apply mutatis mutandis.

(Special Provisions of the Companies Act concerning Name Changes on the Shareholder
Registry)
Article 152.
(1) Where the issuer receives a notice referred to in Paragraph (1) of the precedingarticle (including where applied mutatis mutandis pursuant to Paragraph (8) of thesame article; hereinafter the same shall apply in this article), the issuer shall enteror record the Matters for Notice in the shareholder registry, the matters indicatedpursuant to the provisions of Paragraph (3) of the same article (including whereapplied mutatis mutandis pursuant to Paragraph (8) of the same article) provided
for by Ordinance of the competent Ministry, and the matters indicated pursuant to
the provisions of Paragraph (5) of the same article (including where appliedmutatis mutandis pursuant to Paragraph (8) of the same article; hereinafter thesame shall apply in this article). In this case, the entry or record shall be deemed
to have been made on the date specified in each item of Paragraph (1) of the same
article pursuant to the provisions of Article 130(1) of the Companies Act.
(2) Where an issuer has manifested its intention as prescribed in Article 147(3)(including where applied mutatis mutandis pursuant to Article 148(3)), the issuer
may not enter or record in the shareholder registry the matters indicated pursuant
to the provisions of Paragraph (5) of the preceding article in relation to Bookentry Transfer Shares entered or recorded in an account established by a Bookentry Transfer Institution, etc. or its Subordinate Institution that has performed all
the obligations referred to in Article 145(3) or Article 146(1), notwithstanding theprovisions of the preceding paragraph,38

(3) In cases referred to in the preceding paragraph, in relation to a Specific Notified
Shareholder (referring to the Specific Notified Shareholders prescribed in Article
147(3) (including where applied mutatis mutandis pursuant to Article 148(3));
hereinafter the same shall apply in this paragraph), the issuer shall enter or recordin the shareholder registry the quantity obtained after deducting the quantity listed
in Item (ii) from the quantity listed in Item (i) as the quantity of the Book-entry
Transfer Shares owned by the Specific Notified Shareholder:(i) The quantity of Book-entry Transfer Shares owned by the SpecificNotified Shareholder notified pursuant to the provisions of Paragraph (1)of the preceding article;(ii) The quantity pertaining to the Specific Notified Shareholder of the Bookentry Transfer Shares pertaining to the performance of all the obligations
referred to in Article 145(3) or Article 146(1).

(Shareholders’ Voting Rights in Case of Failure to Perform Obligations Pertaining to
Excessive Entry or Record)
Article 153.
Where a fraction less than one share arises in relation to shares other than shares that may
not be asserted against the issuer pursuant to the provisions of Articles 147(1) or 148(1),or when Shares Less than One Unit have arisen, notwithstanding the provisions of Article308(1) of the Companies Act, each shareholder shall hold voting rights, in relation to thefraction or the Shares Less than One Unit, in the quantity obtained by dividing thequantity of the fraction or the Shares Less than One Unit by the Share Unit (when there isa quantity less than one hundredth in these quantities, it shall be rounded down).

(Special Provisions of the Companies Act concerning Exercise of Minority Shareholder
Rights etc.)
Article 154.
(1) The provisions of Article 130(1) of the Companies Act shall not apply to theexercise of Minority Shareholder Rights, etc. in relation to Book-entry Transfer
Shares.

39

(2) Minority Shareholder Rights, etc. in relation to the Book-entry Transfer Sharesreferred to in the preceding paragraph may not be exercised unless the exercise isduring the period after the notice referred to in the following paragraph is given
and before the date on which the period specified by Cabinet Order passes.
(3) Where a Book-entry Transfer Institution receives a request from a Participant in
the Book-entry Transfer Institution or a Subordinate Institution in relation toBook-entry Transfer Shares in a specific Issue, the Book-entry Transfer
Institution shall notify the issuer of the Book-entry Transfer Shares without delay,of the name and address of the Participant, the matters listed as follows, and othermatters provided for by Ordinance of the competent Ministry:(i) The quantity of the Book-entry Transfer Shares entered or recorded in theHoldings Column of the account of the Participant (excluding those inrespect of which the Participant has made a request referred to in Article
151(2)(i)), and the matters listed in Article 129(3)(vi) pertaining to thatquantity;(ii) Where the Participant is a Special Shareholder in relation to the account ofanother Participant, the quantity of the Book-entry Transfer Shares enteredor recorded in the Holdings Column of the account relating to the Special
Shareholder, and the matters listed in Article 129(3)(vi) pertaining to thatquantity;(iii) Where the Participant is a person who is entered or recorded as ashareholder in the Pledges Column of an account of another Participant,the quantity of the Book-entry Transfer Shares entered or recorded in the
Pledges Column relating to the shareholder, and the matters listed in
Article 129(3)(vi) pertaining to that quantity.
(4) A Participant shall go through the Participant’s Closest Superior Institution to filea request referred to in the preceding paragraph.
(5) The provisions of Article 151(5) and (6) shall apply mutatis mutandis to thenotice referred to in Paragraph (3). In this case, “Paragraph (3) and the preceding
paragraph” in Paragraph (6) of the same article shall be deemed to be replacedwith "the preceding paragraph."40

(Special Provisions of the Companies Act concerning Share Purchase Demands)
Article 155.
Where a shareholder of Book-entry Transfer Shares makes a demand for the purchase of
the Book-entry Transfer Shares pursuant to the provisions of Article 116(1), Article
192(1), Article 469(1), Article 785(1), Article 797(1) or Article 806(1) of the Companies
Act, the issuer may demand that shareholder submits an application to the shareholder’s
Closest Superior Institution for book-entry transfer in relation to the Book-entry Transfer
Shares, with the account of the issuer as the Book-entry Transferee Account, in exchange
for payment of the price of the Book-entry Transfer Shares.

(Special Provisions of the Companies Act concerning Shares with Put Options)
Article 156.
(1) A Participant who makes a demand pursuant to the provisions of the main clauseof Article 166(1) of the Companies Act in relation to Book-entry Transfer Sharesin a specific Issue that are shares with put options, shall apply for book-entry
transfer in relation to the Book-entry Transfer Shares.
(2) Notwithstanding the provisions of Article 167(1) of the Companies Act, where theshares with put options pertaining to the demand prescribed in the main clause of
Article 166(1) of the same Act are Book-entry Transfer Shares, the issuer shallacquire the Book-entry Transfer Shares at the time the issuer has received theentry or record of the increase in quantity pertaining to the shares with put optionsin the Holdings Column of the account of the issuer pursuant to the application forbook-entry transfer referred to in the preceding paragraph.
(3) A person, who intends to take delivery of Book-entry Transfer Shares pursuant toa demand made in pursuant to the provisions of the main clause of Article 166(1)of the Companies Act, shall indicate to the company that delivers the Book-entry
Transfer Shares, an account that has been established for himself or herself for the
purpose of conducting book-entry transfer of the Book-entry Transfer Shares(excluding Special Accounts).

41

(Special Provisions of the Companies Act concerning Shares Subject to Call)
Article 157.
(1) Where an issuer of Book-entry Transfer Shares that are shares subject to callintends to acquire a portion of the Book-entry Transfer Shares, the issuer shallapply for book-entry transfer in relation to the Book-entry Transfer Shares
without delay after the date when grounds referred to in Article 107(2)(iii)(a) of
the Companies Act arise, with the account of the issuer as the Book-entry
Transferee Account. In this case, the application shall be made to the Closest
Superior Institution of the Participant in whose account (excluding Customer
Accounts) an entry or record of the decrease is made pursuant to the book-entry
transfer.
(2) Notwithstanding the provisions of Article 170(1) of the Companies Act, in thecases referred to in the first sentence of the preceding paragraph, the issuer shallacquire the Book-entry Transfer Shares at the time the issuer has received theentry or record of the increase in quantity pertaining to the Book-entry Transfer
Shares referred to in the first sentence of the same paragraph in the Holdings
Column of its account pursuant to the application for book-entry transfer referred
to in the first sentence of the same paragraph.
(3) Where an issuer of Book-entry Transfer Shares that are shares subject to call orclass shares subject to wholly call (referring to the Class Shares subject to Wholly
Call prescribed in Article 171(1) of the Companies Act) intends to acquire all of
the Book-entry Transfer Shares, the issuer shall give the notice prescribed in
Article 135(1), without delay after the date when grounds referred to in Article
107(2)(iii)(a) of the same Act arise, or the acquisition date prescribed in Article
171(1)(iii) of the same Act (hereinafter referred to as the “Effective Date” in thisparagraph), with the date referred to in Article 135(1)(ii) as the Effective Date(hereinafter referred to as “Notice of Cancellation in Full” in this chapter).
(4) Notwithstanding the provisions of Article 170(1) and Article 173(1) of theCompanies Act, in the cases referred to in the preceding paragraph, the issuer
shall acquire the Book-entry Transfer Shares at the time the entry or record has

42been cancelled pursuant to the Notice of Cancellation in Full in relation to theBook-entry Transfer Shares referred to in the same paragraph.

(Special Provisions of the Companies Act concerning Cancellation of Shares)
Article 158.
(1) When an issuer intends to cancel its Book-entry Transfer Shares, the issuer shallapply for cancellation of the Book-entry Transfer Shares.
(2) The cancellation of the Book-entry Transfer Shares shall be effective on the dateon which the decrease referred to in Article 134(4)(i) is entered or recorded.

(Special Provisions of the Companies Act concerning Registration of Lost Share
Certificates)
Article 159.
(1) Notwithstanding the provisions of Article 130(1), the notice referred to in Article
130(1) may not be given in relation to shares for which registration of lost sharecertificates has been carried out, until the Date of Cancellation of Registration(referring to the Date of Cancellation of Registration prescribed in Article 230(1)of the Companies Act; the same shall apply hereinafter in this article).
(2) The issuer of the shares referred to in the preceding paragraph shall file a request
referred to in the main clause of Article 131(3) with the Book-entry Transfer
Institution, etc. on the Date of Cancellation of Registration on behalf of theRegistered Holder (referring to the Registered Holder prescribed in Article 221(iii)of the Companies Act), who is the Registrant of Lost Share Certificates (referringto the Registrant of Lost Shares prescribed in Article 224(1) of the same Act) inrelation to the shares on the Date of Cancellation of Registration, and otherpersons provided for by Ordinance of the competent Ministry (hereinafter referred
to as the “Registered Holder, etc.” in this article); provided, however, this shallnot apply when the Registered Holder, etc. notifies the issuer, of an account(excluding Special Accounts) that has been established for himself or herself forthe purpose of conducting book-entry transfer of the Book-entry Transfer Shares43

by the Date of Cancellation of Registration, or when there is a Special Accountthat the issuer has requested be established for the Registered Holder, etc.
(3) Where an issuer referred to in the main clause of the preceding paragraph gives
the notice prescribed in Article 130(1) in relation to shares referred to in
Paragraph (1), the issuer shall give the notice prescribed in that paragraph bygiving notice of the matters listed in the following items, as the matters prescribed
respectively in those items:(i) The names of the Participants who are Registered Holders, etc. referred toin the main clause of the preceding paragraph - the matters listed in Article
130(1)(ii);(ii) The account referred to in the proviso to the preceding paragraph inrespect of which notice from the Participant referred to in the preceding
item has been received (when there has been no notice, the Special
Account that the issuer requested be established) - the matters listed in
Article 130(1)(iii).

(Special Provisions of the Companies Act Concerning Mergers, etc.)
Article 160.
(1) Where the shares of an Extinct Company, etc. are not Book-entry Transfer Shares,or the company that will become extinct as a result of a merger is a membershipcompany, and when the surviving company, etc. or the newly-establishedcompany, etc. intends to issue Book-entry Transfer Shares at the time of theabsorption-type merger, etc. or consolidation-type merger, etc., the notice referred
to Article 131(1) shall be given with the Effective Date of the Merger etc. as the
specific date referred to in Article 131(1)(i).
(2) Where a surviving Company, etc. intends to transfer Book-entry Transfer Sharesat the time of an absorption-type merger, etc., the surviving company, etc. shallapply for book-entry transfer in relation to the Book-entry Transfer Shares
without delay after the Effective Date of the Merger etc.
(3) Where the shares of an Extinct Company, etc. are Book-entry Transfer Shares,
and when the surviving company, etc. or the newly established company, etc.

44

intends to issue shares that are not Book-entry Transfer Shares at the time of theabsorption-type merger, etc. or consolidation-type merger, etc., or the surviving
company, etc. or newly established company, etc. is not a stock company, theExtinct Company, etc. shall give Notice of Cancellation in Full, with the Effective
Date of the Merger etc. as the date referred to in Article 135(1)(ii).
(4) Where membership companies merge, and where the surviving company in anabsorption-type merger or the newly established company in a consolidation-typemerger intends to issue Book-entry Transfer Shares at the time of the merger, themerger agreement shall specify an account (excluding Special Accounts) that has
been established for the members of the membership company for the purpose of
conducting book-entry transfer of the Book-entry Transfer Shares.
(5) Where a successor company in an absorption-type split or a newly establishedcompany in an incorporation-type split intends to issue Book-entry Transfer
Shares at the time of the company split, the absorption-type split agreement orincorporation-type split plan shall specify an account (excluding Special Accounts)that has been established for the company that is to be split for the purpose of
conducting book-entry transfer of the Book-entry Transfer Shares.

(Exclusions from Application)
Article 161.
(1) The provisions of Article 122(1) through (3), Article 132(1)(ii) and (iii), (2) and(3), Article 133, Article 147(1), Article 148, Article 152 and Article 154-2(1)through (3) of the Companies Act shall not apply to Book-entry Transfer Shares.
(2) Notwithstanding the provisions of Article 116(3), Article 158(1), Article 168(2),Article 169(3), Article 170(3), Article 181(1), Article 195(2), Article 201(3),Article 240(2), Article 469(3), Article 776(2), Article 783(5), Article 785(3),Article 797(3), Article 804(4) and Article 806(3) of the Companies Act,companies that issue Book-entry Transfer Shares shall give public notice of thematters that are to be notified pursuant to these provisions, in lieu of noticepursuant to these provisions.

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(3) In relation to the application of the provisions in Article 130(1) of the Companies
Act in relation to the transfer of Book-entry Transfer Shares, the words “the Stock
Company and other third parties” in the same paragraph shall be deemed to be“the Stock Company.”

Section 5. Miscellaneous Provisions

Article 162.
(1) Where a notice listed in either of the following items has been given, the Bookentry Transfer Institution that received the notice shall immediately executemeasures enabling Participants to know the matters prescribed in each of theitems in relation to the Issue of Book-entry Transfer Shares pertaining to thenotice, utilizing a method specified by Cabinet Order:(i) The notice referred to in Article 130(1) – the matters listed in Item (ix) of
the same paragraph;(ii) The notice referred to in the first sentence of Article 138(1) – the matterslisted in Item (vii) of the same paragraph.
(2) The expenses in connection with the measures referred to in the preceding
paragraph shall be borne by the issuer of the Book-entry Transfer Shares referred
to in the same paragraph.

46