Exhibit 4.1


 


	 



 


MEDIROM HEALTHCARE TECHNOLOGIES INC.


 


AND


 


THE BANK OF NEW YORK MELLON


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY
SHARES


 


Deposit Agreement


 


__________, 2020


 


	 



 







     


     


    

 


TABLE OF CONTENTS




	ARTICLE 1.   DEFINITIONS	1
	 	 
	SECTION 1.1.   American Depositary Shares	1
	SECTION 1.2.   Commission	2
	SECTION 1.3.   Company	2
	SECTION 1.4.   Custodian	2
	SECTION 1.5.   Deliver; Surrender	2
	SECTION 1.6.   Deposit Agreement	3
	SECTION 1.7.   Depositary; Depositary’s Office	3
	SECTION 1.8.   Deposited Securities	3
	SECTION 1.9.   Disseminate	3
	SECTION 1.10. Dollars	3
	SECTION 1.11. DTC	4
	SECTION 1.12. FEFTA	4
	SECTION 1.13. Foreign Registrar	4
	SECTION 1.14. Holder	4
	SECTION 1.15. Owner	4
	SECTION 1.16. Receipts	4
	SECTION 1.17. Registrar	4
	SECTION 1.18. Replacement	5
	SECTION 1.19. Restricted Securities	5
	SECTION 1.20. Securities Act of 1933	5
	SECTION 1.21. Shares	5
	SECTION 1.22. SWIFT	5
	SECTION 1.23. Termination Option Event	5
	 	 
	ARTICLE 2.   FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES	6
	 	 
	SECTION 2.1.   Form of Receipts; Registration and Transferability of American Depositary Shares	6
	SECTION 2.2.   Deposit of Shares	7
	SECTION 2.3.   Delivery of American Depositary Shares	8
	SECTION 2.4.   Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange
of Certificated and Uncertificated American Depositary Shares	9
	SECTION 2.5.   Surrender of American Depositary Shares and Withdrawal of Deposited Securities	10
	SECTION 2.6.   Limitations on Delivery, Registration of Transfer and Surrender of American Depositary Shares	11
	SECTION 2.7.   Lost Receipts, etc.	12



 






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	SECTION 2.8.   Cancellation and Destruction of Surrendered Receipts	12
	SECTION 2.9.   DTC Direct Registration System and Profile Modification System	12
	 	 
	ARTICLE 3.   CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES	13
	 	 
	SECTION 3.1.   Filing Proofs, Certificates and Other Information	13
	SECTION 3.2.   Liability of Owner for Taxes	13
	SECTION 3.3.   Warranties on Deposit of Shares	14
	SECTION 3.4.   Disclosure of Interests	14
	 	 
	ARTICLE 4.   THE DEPOSITED SECURITIES	15
	 	 
	SECTION 4.1.   Cash Distributions	15
	SECTION 4.2.   Distributions Other Than Cash, Shares or Rights	16
	SECTION 4.3.   Distributions in Shares	17
	SECTION 4.4.   Rights	17
	SECTION 4.5.   Conversion of Foreign Currency	18
	SECTION 4.6.   Fixing of Record Date	20
	SECTION 4.7.   Voting of Deposited Shares	21
	SECTION 4.8.   Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities	22
	SECTION 4.9.   Reports	23
	SECTION 4.10. Lists of Owners	24
	SECTION 4.11. Withholding	24
	 	 
	ARTICLE 5.   THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	24
	 	 
	SECTION 5.1.   Maintenance of Office and Register by the Depositary	24
	SECTION 5.2.   Prevention or Delay of Performance by the Company or the Depositary	25
	SECTION 5.3.   Obligations of the Depositary and the Company	26
	SECTION 5.4.   Resignation and Removal of the Depositary	27
	SECTION 5.5.   The Custodians	28
	SECTION 5.6.   Notices and Reports	28
	SECTION 5.7.   Distribution of Additional Shares, Rights, etc.	29
	SECTION 5.8.   Indemnification	29
	SECTION 5.9.   Charges of Depositary	30
	SECTION 5.10. Retention of Depositary Documents	31
	SECTION 5.11. Exclusivity	31
	SECTION 5.12. Information for Regulatory Compliance	31



 






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	ARTICLE 6.   AMENDMENT AND TERMINATION	31
	 	 
	SECTION 6.1.   Amendment	31
	SECTION 6.2.   Termination	32
	 	 
	ARTICLE 7.   MISCELLANEOUS	33
	 	 
	SECTION 7.1.   Counterparts; Signatures; Delivery	33
	SECTION 7.2.   No Third Party Beneficiaries	33
	SECTION 7.3.   Severability	33
	SECTION 7.4.   Owners and Holders as Parties; Binding Effect	34
	SECTION 7.5.   Notices	34
	SECTION 7.6.   Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver	35
	SECTION 7.7.   Waiver of Immunities	35
	SECTION 7.8.   Governing Law	36


 






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DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT dated
as of __________, 2020 among MEDIROM HEALTHCARE TECHNOLOGIES INC., a company incorporated under the laws of Japan (herein called
the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders
(each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.


 


W I T N E S S E T H:


 


WHEREAS, the Company
desires to provide, as set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from
time to time with the Depositary or with the Custodian (as hereinafter defined) under this Deposit Agreement, for the creation
of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts
evidencing the American Depositary Shares; and


 


WHEREAS, the American
Depositary Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as set forth in this Deposit Agreement;


 


NOW, THEREFORE, in consideration
of the premises, it is agreed by and between the parties hereto as follows:


 


ARTICLE 1.                 
DEFINITIONS


 


The following definitions
shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:


 


SECTION 1.1.           
American Depositary Shares.


 


The term “American
Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to
the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities.
The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of
1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit
Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and
uncertificated American Depositary Shares.


 


Each American
Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, except that,
if there is a distribution upon Deposited Securities covered by Section 4.3, a change in Deposited Securities covered by
Section 4.8 with respect to which additional American Depositary Shares are not delivered or a sale of Deposited Securities
under Section 3.2 or 4.8, each American Depositary Share shall thereafter represent the amount of Shares or other Deposited
Securities that are then on deposit per American Depositary Share after giving effect to that distribution, change or
sale.


 






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SECTION 1.2.           
Commission.


 


The term “Commission”
shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.


 


SECTION 1.3.           
Company.


 


The term “Company”
shall mean MEDIROM Healthcare Technologies Inc., a company incorporated under the laws of Japan, and its successors.


 


SECTION 1.4.           
Custodian.


 


The term “Custodian”
shall mean MUFG Bank Ltd., as custodian for the Depositary in Japan for the purposes of this Deposit Agreement, and any other firm
or corporation the Depositary appoints under Section 5.5 as a substitute or additional custodian under this Deposit Agreement,
and shall also mean all of them collectively.


 


SECTION 1.5.           
Deliver; Surrender.


 


(a)       The
term “deliver”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean
(i) book-entry transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under
applicable law to effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer
of certificates evidencing those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied
by proper instruments of transfer to, the person entitled to that delivery.


 


(b)       The
term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) registration
of those American Depositary Shares in the name of DTC or its nominee and book-entry transfer of those American Depositary Shares
to an account at DTC designated by the person entitled to that delivery, (ii) registration of those American Depositary Shares
not evidenced by a Receipt on the books of the Depositary in the name requested by the person entitled to that delivery and mailing
to that person of a statement confirming that registration or (iii) if requested by the person entitled to that delivery, execution
and delivery at the Depositary’s Office to the person entitled to that delivery of one or more Receipts evidencing those
American Depositary Shares registered in the name requested by that person.


 






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(c)       The
term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry
transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Office of
an instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Office
of one or more Receipts evidencing American Depositary Shares.


 


SECTION 1.6.           
Deposit Agreement.


 


The term “Deposit
Agreement” shall mean this Deposit Agreement, as it may be amended from time to time in accordance with the provisions
of this Deposit Agreement.


 


SECTION 1.7.           
Depositary; Depositary’s Office.


 


The term “Depositary”
shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary under this Deposit Agreement.
The term “Office”, when used with respect to the Depositary, shall mean the office at which its depositary receipts
business is administered, which, at the date of this Deposit Agreement, is located at 240 Greenwich Street, New York, New York
10286.


 


SECTION 1.8.           
Deposited Securities.


 


The term “Deposited
Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement,
including without limitation, Shares that have not been successfully delivered upon surrender of American Depositary Shares, and
any and all other securities, property and cash received by the Depositary or the Custodian in respect of Deposited Securities
and at that time held under this Deposit Agreement.


 


SECTION 1.9.           
Disseminate.


 


The term “Disseminate,”
when referring to a notice or other information to be sent by the Depositary to Owners, shall mean (i) sending that information
to Owners in paper form by mail or another means or (ii) with the consent of Owners, another procedure that has the effect of making
the information available to Owners, which may include (A) sending the information by electronic mail or electronic messaging or
(B) sending in paper form or by electronic mail or messaging a statement that the information is available and may be accessed
by the Owner on an Internet website and that it will be sent in paper form upon request by the Owner, when that information is
so available and is sent in paper form as promptly as practicable upon request.


 


SECTION 1.10.       
Dollars.


 


The term “Dollars”
shall mean United States dollars.


 






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SECTION 1.11.       
DTC.


 


The term “DTC”
shall mean The Depository Trust Company or its successor.


 


SECTION 1.12.       
FEFTA.


 


The term “FEFTA”
shall mean the Japanese Foreign Exchange and Foreign Trade Act and related regulations.


 


SECTION 1.13.       
Foreign Registrar.


 


The term “Foreign
Registrar” shall mean the entity that carries out the duties of registrar for the Shares and any other agent of the Company
for the transfer and registration of Shares, including, without limitation, any securities depository for the Shares.


 


SECTION 1.14.       
Holder.


 


The term “Holder”
shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for
its own account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.


 


SECTION 1.15.       
Owner.


 


The term “Owner”
shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for that
purpose.


 


SECTION 1.16.       
Receipts.


 


The term “Receipts”
shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing certificated American Depositary Shares,
as the same may be amended from time to time in accordance with the provisions of this Deposit Agreement.


 


SECTION 1.17.       
Registrar.


 


The term “Registrar”
shall mean any corporation or other entity that is appointed by the Depositary to register American Depositary Shares and transfers
of American Depositary Shares as provided in this Deposit Agreement.


 






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SECTION 1.18.       
Replacement.


 


The term “Replacement”
shall have the meaning assigned to it in Section 4.8.


 


SECTION 1.19.       
Restricted Securities.


 


The term “Restricted
Securities” shall mean Shares that (i) are “restricted securities,” as defined in Rule 144 under the Securities
Act of 1933, except for Shares that could be resold in reliance on Rule 144 without any conditions, (ii) are beneficially owned
by an officer, director (or person performing similar functions) or other affiliate of the Company, (iii) otherwise would require
registration under the Securities Act of 1933 in connection with the public offer and sale thereof in the United States or (iv)
are subject to other restrictions on sale or deposit under the laws of Japan, a shareholder agreement or the articles of association
or similar document of the Company.


 


SECTION 1.20.       
Securities Act of 1933.


 


The term “Securities
Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended.


 


SECTION 1.21.       
Shares.


 


The term “Shares”
shall mean common shares of the Company that are validly issued and outstanding, fully paid and nonassessable and that were not
issued in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided,
however, that, if there shall occur any change in nominal or par value, a split-up or consolidation or any other reclassification
or, upon the occurrence of an event described in Section 4.8, an exchange or conversion in respect of the Shares of the Company,
the term “Shares” shall thereafter also mean the successor securities resulting from such change in nominal value,
split-up or consolidation or such other reclassification or such exchange or conversion.


 


SECTION 1.22.       
SWIFT.


 


The term “SWIFT”
shall mean the financial messaging network operated by the Society for Worldwide Interbank Financial Telecommunication, or its
successor.


 


SECTION 1.23.       
Termination Option Event.


 


The term “Termination
Option Event” shall mean any of the following events or conditions:


 


(i)       the
Company institutes proceedings to be adjudicated as bankrupt or insolvent, consents to the institution of bankruptcy or
insolvency proceedings against it, files a petition or answer or consent seeking reorganization or relief under any
applicable law in respect of bankruptcy or insolvency, consents to the filing of any petition of that kind or to the
appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of it or any
substantial part of its property or makes an assignment for the benefit of creditors, or if information becomes publicly
available indicating that unsecured claims against the Company are not expected to be paid;


 






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(ii)       the
Shares are delisted, or the Company announces its intention to delist the Shares, from a stock exchange outside the United States,
and the Company has not applied to list the Shares on any other stock exchange outside the United States;


 


(iii)       the
American Depositary Shares are delisted from a stock exchange in the United States on which the American Depositary Shares were
listed and, 30 days after that delisting, the American Depositary Shares have not been listed on another stock exchange in the
United States, nor is there a symbol available for over-the-counter trading of the American Depositary Shares in the United States;


 


(iv)       the
Depositary has received notice of facts that indicate, or otherwise has reason to believe, that the American Depositary Shares
have become, or with the passage of time will become, ineligible for registration on Form F-6 under the Securities Act of 1933;
or


 


(v)       an
event or condition that is defined as a Termination Option Event in Section 4.1, 4.2 or 4.8.


 


		ARTICLE 2.	FORM OF RECEIPTS, DEPOSIT OF
SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES



 


SECTION
2.1.           
Form of Receipts; Registration and Transferability of American Depositary Shares.


 


Definitive Receipts
shall be substantially in the form set forth in Exhibit A to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as permitted under this Deposit Agreement. No Receipt shall be entitled to any benefits under
this Deposit Agreement or be valid or obligatory for any purpose, unless that Receipt has been (i) executed by the Depositary
by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly
authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the
Depositary or the Registrar or a co-registrar. The Depositary shall maintain books on which (x) each Receipt so executed and
delivered as provided in this Deposit Agreement and each transfer of that Receipt and (y) all American Depositary Shares
delivered as provided in this Deposit Agreement and all registrations of transfer of American Depositary Shares, shall be
registered. A Receipt bearing the facsimile signature of a person that was at any time a proper officer of the Depositary
shall, subject to the other provisions of this paragraph, bind the Depositary, even if that person was not a proper officer
of the Depositary on the date of issuance of that Receipt.


 






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The Receipts and statements
confirming registration of American Depositary Shares may have incorporated in or attached to them such legends or recitals or
modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to
comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which
American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Receipts and American Depositary Shares are subject by reason of the date of issuance of
the underlying Deposited Securities or otherwise.


 


American Depositary Shares
evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable
as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts
shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary, notwithstanding
any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of
determining the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit
Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any
liability under this Deposit Agreement to any Holder of American Depositary Shares (but only to the Owner of those American Depositary
Shares).


 


SECTION 2.2.           
Deposit of Shares.


 


Subject to the terms
and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement
by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement,
in form satisfactory to the Custodian.


 


As conditions of
accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in
accordance with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or
upon the written order of, the person or persons stated in that order American Depositary Shares representing those deposited
Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company
or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv)
evidence satisfactory to the Depositary that any necessary approval for the transfer or deposit has been granted by any
governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the
Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter
receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.


 






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The Depositary has been
advised that, as of the date of this Deposit Agreement, under FEFTA, it must obtain pre-clearance from the applicable Japanese
governmental authority prior to accepting Shares for deposit and that the applicable governmental authority may take up to 30 days
to respond to applications for that pre-clearance. Accordingly, persons wishing to deposit Shares should notify the Depositary
of that desire at least 30 days in advance. The Depositary shall not accept Shares for deposit until any required pre-clearance
has been obtained. The Depositary has been advised that, as of the date of this Deposit Agreement, FEFTA also requires it to notify
the applicable governmental authority within 45 days after accepting Shares for deposit. The Company agrees to reimburse the Depositary
for its expenses, including fees and expenses of counsel, for applying for any required pre-clearance or notification in connection
with deposits of Shares.


 


At the request and risk
and expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive certificates
for Shares to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those
Share certificates to the Custodian for deposit under this Deposit Agreement.


 


The Depositary shall
instruct each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited under
this Deposit Agreement, together with the other documents specified in this Section, that Custodian shall, as soon as transfer
and recordation can be accomplished, present that certificate or those certificates to the Company or the Foreign Registrar, if
applicable, for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or that Custodian
or its nominee.


 


Deposited Securities
shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or
places as the Depositary shall determine.


 


SECTION 2.3.           
Delivery of American Depositary Shares.


 


The Depositary
shall instruct each Custodian that, upon receipt by that Custodian of any deposit pursuant to Section 2.2, together with the
other documents or evidence required under that Section, that Custodian shall notify the Depositary of that deposit and the
person or persons to whom or upon whose written order American Depositary Shares are deliverable in respect thereof. Upon
receiving a notice of a deposit from a Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by
the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall deliver, to or upon the
order of the person or persons entitled thereto, the number of American Depositary Shares issuable in respect of that
deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the delivery of those
American Depositary Shares as provided in Section 5.9, and of all taxes and governmental charges and fees payable in
connection with that deposit and the transfer of the deposited Shares. However, the Depositary shall deliver only
whole numbers of American Depositary Shares.


 






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SECTION 2.4.           
Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated
and Uncertificated American Depositary Shares.


 


The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer
books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary
Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii)
in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance
of doubt, instructions through DRS and Profile as provided in Section 2.9), and, in either case, duly stamped as may be required
by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary shall
deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject
to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting
a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number
of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.


 


The Depositary, upon
surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares,
shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that
the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper
instruction (including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9) from the Owner
of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel
those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated
American Depositary Shares.


 


The Depositary may
appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares
and combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements
by Owners or persons entitled to American Depositary Shares and will be entitled to protection and indemnity to the same
extent as the Depositary.


 






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SECTION 2.5.           
Surrender of American Depositary Shares and Withdrawal of Deposited Securities.


 


Upon surrender of American
Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary
for the surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental charges payable
in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit
Agreement, the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully
and practicably made), to or as instructed by that Owner, of the amount of Deposited Securities at the time represented by those
American Depositary Shares, but not any money or other property as to which a record date for distribution to Owners has
passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that
record date), and except that the Depositary shall not be required to accept surrender of American Depositary Shares for
the purpose of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. That delivery shall be
made, as provided in this Section, without unreasonable delay.


 


As a condition of accepting
a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i)
that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank and (ii)
that the surrendering Owner execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited
Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in that order.


 


Thereupon, the Depositary
shall direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit Agreement
and local market rules and practices, to the surrendering Owner or to or upon the written order of the person or persons designated
in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American
Depositary Shares, and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction by cable
(including SWIFT) or facsimile transmission.


 


If Deposited
Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery
will be made at the Custodian’s office, except that, at the request, risk and expense of an Owner surrendering
American Depositary Shares for withdrawal of Deposited Securities, and for the account of that Owner, the Depositary shall
direct the Custodian to forward any cash or other property comprising, and forward a certificate or certificates, if
applicable, and other proper documents of title, if any, for, the Deposited Securities represented by the surrendered
American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in
the order received from the surrendering Owner.


 






    -10-


     


    

 


The Depositary has
been advised that, as of the date of this Deposit Agreement, under FEFTA, any Foreign Investor (as defined under FEFTA) expecting
to receive delivery of Shares upon surrender of American Depositary Shares must obtain pre-clearance from the applicable Japanese
governmental authority prior to accepting that delivery and that the applicable governmental authority may take up to 30 days to
respond to applications for that pre-clearance. Accordingly, Owners that are Foreign Investors wishing to surrender American Depositary
Shares for the purpose of withdrawal of deposited Shares should apply or advise the persons to whom they intend to direct delivery
of Shares to apply for pre-clearance at least 30 days in advance. The Depositary shall not accept surrender of American Depositary
Shares for the purpose of withdrawal of Shares until it receives assurances satisfactory to it that any required pre-clearance
for delivery of the Shares to be withdrawn to a Foreign Investor has been obtained. The Depositary has been further advised that,
as of the date of this Deposit Agreement, under FEFTA, it must notify the applicable Japanese governmental authority within 45
days whenever it delivers deposited Shares upon a surrender of American Depositary Shares. The Company agrees to reimburse the
Depositary for its expenses, including fees and expenses of counsel, for making required notifications of that kind.


 


SECTION 2.6.           
Limitations on Delivery, Registration of Transfer and Surrender of American Depositary Shares.


 


As a condition precedent
to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares
or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced
by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment
of any applicable fees as provided in this Deposit Agreement, may require the production of proof satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent
with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6.


 


The Depositary may
refuse to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American
Depositary Shares in particular instances, or may suspend deposits of Shares or registration of transfer generally, whenever
it or the Company considers it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary
Shares for the purpose of withdrawal of Deposited Securities in particular instances, or may suspend surrenders for the
purpose of withdrawal generally, but, notwithstanding anything to the contrary in this Deposit Agreement, only for (i)
temporary delays caused by closing of the Depositary’s register or the register of holders of Shares maintained by the
Company or the Foreign Registrar, or the deposit of Shares, in connection with voting at a shareholders’ meeting or the
payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities or (iv)
any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under the
Securities Act of 1993 or any successor to that provision.


 






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The Depositary shall
not knowingly accept for deposit under this Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.


 


SECTION 2.7.           
Lost Receipts, etc.


 


If a Receipt is mutilated,
destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in
uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and substitution
for such mutilated Receipt, upon surrender and cancellation of that mutilated Receipt, or in lieu of and in substitution for that
destroyed, lost or stolen Receipt. However, before the Depositary will deliver American Depositary Shares in uncertificated
form or execute and deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner must (a) file with
the Depositary (i) a request for that replacement before the Depositary has notice that the Receipt has been acquired by a bona
fide purchaser and (ii) a sufficient indemnity bond and (b) satisfy any other reasonable requirements imposed by the Depositary.


 


SECTION 2.8.           
Cancellation and Destruction of Surrendered Receipts.


 


The Depositary shall
cancel all Receipts surrendered to it and is authorized to destroy Receipts so cancelled.


 


SECTION 2.9.           
DTC Direct Registration System and Profile Modification System.


 


(a)       Notwithstanding
the provisions of Section 2.4, the parties acknowledge that DTC’s Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance
thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of
uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile
is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary
Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to
deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of
prior authorization from the Owner to register that transfer.


 






    -12-


     


    

 


(b)       In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is
claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a)
above has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code).
For the avoidance of doubt, the provisions of Sections 5.3 and 5.8 apply to the matters arising from the use of the DRS/Profile.
The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the
DRS/Profile system and otherwise in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the
part of the Depositary.


 


		ARTICLE 3.	CERTAIN OBLIGATIONS OF OWNERS
AND HOLDERS OF AMERICAN DEPOSITARY SHARES



 


SECTION
3.1.           
Filing Proofs, Certificates and Other Information.


 


Any person presenting
Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company
or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of American Depositary Shares,
the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until
that proof or other information is filed or those certificates are executed or those representations and warranties are made.


 


SECTION 3.2.           
Liability of Owner for Taxes.


 


If any tax or other
governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any
American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a
transaction to which Section 4.8 applies, that tax or other governmental charge shall be payable by the Owner of those
American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary
Shares or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made,
and may withhold any dividends or other distributions or the proceeds thereof, or may sell for the account of the Owner any
part or all of the Deposited Securities represented by those American Depositary Shares and apply those dividends or other
distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental charge but,
even after a sale of that kind, the Owner of those American Depositary Shares shall remain liable for any deficiency. The
Depositary shall distribute any net proceeds of a sale made under this Section that are not used to pay taxes or governmental
charges to the Owners entitled to them in accordance with Section 4.1. If the number of Shares represented by each American
Depositary Share decreases as a result of a sale of Deposited Securities under this Section, the Depositary may call for
surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary
Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary
Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.


 






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SECTION 3.3.           
Warranties on Deposit of Shares.


 


Every person depositing
Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor,
if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights
of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every
depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All
representations and warranties deemed made under this Section shall survive the deposit of Shares and delivery of American Depositary
Shares.


 


SECTION 3.4.           
Disclosure of Interests.


 


When required in order
to comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may
from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity
in which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then
or previously interested in those American Depositary Shares and the nature of those interests and (c) any other matter
where disclosure of such matter is required for that compliance.   Each Owner and Holder agrees to provide all information
known to it in response to a request made pursuant to this Section.  Each Holder consents to the disclosure by the Depositary
and the Owner or any other Holder through which it holds American Depositary Shares, directly or indirectly, of all information
responsive to a request made pursuant to this Section relating to that Holder that is known to that Owner or other Holder. 
The Depositary agrees to use reasonable efforts to comply with written instructions requesting that the Depositary forward
any request authorized under this Section to the Owners and to forward to the Company any responses it receives in response to
that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section 3.4.


 






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	 	ARTICLE 4.	THE DEPOSITED SECURITIES




 


SECTION
4.1.           
Cash Distributions.


 


Whenever the Depositary
receives any cash dividend or other cash distribution on Deposited Securities, the Depositary shall, subject to the provisions
of Section 4.5, convert that dividend or other distribution into Dollars and distribute the amount thus received (net of the fees
and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, in proportion to the number of
American Depositary Shares representing those Deposited Securities held by them respectively; provided, however,
that if the Custodian or the Depositary shall be required to withhold and does withhold from that cash dividend or other cash distribution
an amount on account of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares
representing those Deposited Securities shall be reduced accordingly. However, the Depositary will not pay any Owner a fraction
of one cent, but will round each Owner’s entitlement to the nearest whole cent.


 


The Company or its agent
will remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing to such agency.
The Depositary will forward to the Company or its agent such information from its records as the Company may reasonably request
in writing, at the Company’s expense, to enable the Company or its agent to file necessary reports with governmental agencies.


 


If a cash distribution
would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares,
the Depositary may:


 


                             (i) require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that cash distribution; or


 


                             (ii) sell all Deposited
Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution, call for
surrender of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.


 


If the Depositary acts
under this paragraph, that action shall also be a Termination Option Event.


 






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SECTION 4.2.           
Distributions Other Than Cash, Shares or Rights.


 


Subject to the
provisions of Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in
Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited
Securities), the Depositary shall cause the securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental
charges, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them
respectively, in any manner that the Depositary deems equitable and practicable for accomplishing that distribution (which
may be a distribution of depositary shares representing the securities received); provided, however, that if in
the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for
any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on
account of taxes or other governmental charges or that securities received must be registered under the Securities Act of
1933 in order to be distributed to Owners or Holders) the Depositary deems such distribution not to be lawful and feasible,
the Depositary may adopt such other method as it may deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any
part thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as
provided in Section 5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section
4.1. The Depositary may withhold any distribution of securities under this Section 4.2 if it has not received satisfactory
assurances from the Company that the distribution does not require registration under the Securities Act of 1933. The
Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute under
this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution.


 


If a distribution to
be made under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying
American Depositary Shares, the Depositary may:


 


(i) require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that distribution; or


 


(ii) sell all Deposited
Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call for surrender
of all those American Depositary Shares and require that surrender as a condition of making that distribution.


 


If the Depositary acts
under this paragraph, that action shall also be a Termination Option Event.


 






    	 	-16-	 



     


    

 


SECTION 4.3.          Distributions in Shares.


 


Whenever the
Depositary receives any distribution on Deposited Securities consisting of a dividend in, or free distribution of, Shares,
the Depositary may deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares
representing those Deposited Securities held by them respectively, an aggregate number of American Depositary Shares
representing the amount of Shares received as that dividend or free distribution, subject to the terms and conditions of this
Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares, including withholding of
any tax or governmental charge as provided in Section 4.11 and payment of the fees and expenses of the Depositary as provided
in Section 5.9 (and the Depositary may sell, by public or private sale, an amount of the Shares received (or American
Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In
lieu of delivering fractional American Depositary Shares, the Depositary may sell the amount of Shares represented by the
aggregate of those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds, all
in the manner and subject to the conditions described in Section 4.1. If and to the extent that additional American
Depositary Shares are not delivered and Shares or American Depositary Shares are not sold, each American Depositary Share
shall thenceforth also represent the additional Shares distributed on the Deposited Securities represented thereby.


 


If the Company declares
a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities
or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation
with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful
and practical. As a condition of making a distribution election right available to Owners, the Depositary may require satisfactory
assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933 that
has not been effected.


 


SECTION 4.4.          Rights.


 


(a)       If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company
and the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant
of rights. The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company,
grant to all or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver
those securities or American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company,
deliver the rights to or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the
net proceeds of that sale to Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of
under (i), (ii) or (iii) above, the Depositary shall permit the rights to lapse unexercised.


 






    	 	-17-	 



     


    

 


(b)       If
the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth
the conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form
the Depositary specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the
securities to be received upon the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights
and purchase the securities. The purchased securities shall be delivered to, or as instructed by, the Depositary. The
Depositary shall (i) deposit the purchased Shares under this Deposit Agreement and deliver American Depositary Shares
representing those Shares to that Owner or (ii) deliver or cause the purchased Shares or other securities to be delivered to
or to the order of that Owner. The Depositary will not act under (a)(i) above unless the offer and sale of the securities to
which the rights relate are registered under the Securities Act of 1933 or the Depositary has received an opinion of United
States counsel that is satisfactory to it to the effect that those securities may be sold and delivered to the applicable
Owners without registration under the Securities Act of 1933.


 


(c)       If
the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth
the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the
rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can
be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law,
the Depositary will deliver those rights as requested by that Owner.


 


(d)       If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the
number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to
the rights that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because
of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.


 


(e)       Payment
or deduction of the fees of the Depositary as provided in Section 5.9 and payment or deduction of the expenses of the Depositary
and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds
under this Section 4.4.


 


(f)       The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to
or exercise rights on behalf of Owners in general or any Owner in particular, or to sell rights.


 


SECTION 4.5.           
Conversion of Foreign Currency.


 


Whenever the
Depositary or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from
the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in
the judgment of the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary or one of its agents or affiliates or the Custodian shall convert or cause to be converted by
sale or in any other manner that it may determine that foreign currency into Dollars, and those Dollars shall be distributed
to the Owners entitled thereto.  A cash distribution may be made upon an averaged or other practicable basis without
regard to any distinctions among Owners based on exchange restrictions, the date of delivery of any American Depositary
Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided in
Section 5.9.


 






    	 	-18-	 



     


    

 


If a conversion of foreign
currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or
agency thereof, the Depositary may, but will not be required to, file an application for that approval or license.


 


If the Depositary determines
that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval or license of any government or agency thereof that is required
for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive
the same.


 


If any conversion of
foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners
entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold that balance uninvested
and without liability for interest thereon for the account of, the Owners entitled thereto.


 


The Depositary may
convert currency itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay
Dollars to the Depositary. Where the Depositary converts currency itself or through any of its affiliates, the Depositary
acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns
revenue, including, without limitation, transaction spreads, that it will retain for its own account.  The revenue is
based on, among other things, the difference between the exchange rate assigned to the currency conversion made under this
Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its
own account.  The Depositary makes no representation that the exchange rate used or obtained by it or its affiliate in
any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at the time or
that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3.  The methodology used to determine exchange rates used in currency conversions made by
the Depositary is available upon request. Where the Custodian converts currency, the Custodian has no obligation to obtain
the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined
will be the most favorable to Owners, and the Depositary makes no representation that the rate is the most favorable rate and
will not be liable for any direct or indirect losses associated with the rate.  In certain instances, the Depositary may
receive dividends or other distributions from the Company in Dollars that represent the proceeds of a conversion of foreign
currency or translation from foreign currency at a rate that was obtained or determined by or on behalf of the Company and,
in such cases, the Depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor
the Company makes any representation that the rate obtained or determined by the Company is the most favorable rate and
neither it nor the Company will be liable for any direct or indirect losses associated with the rate.


 






    	 	-19-	 



     


    

 


SECTION 4.6.          Fixing of Record Date.


 


Whenever a cash dividend,
cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are
issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance
with Section 4.4) or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the
Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary
to send a notice under Section 4.7, or whenever the Depositary will assess a fee or charge against the Owners, or whenever the
Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary
otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near as practicable
to, any corresponding record date set by the Company with respect to Shares, (a) for the determination of the Owners (i) who shall
be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who shall be entitled to give instructions
for the exercise of voting rights at that meeting, (iii) who shall be responsible for that fee or charge or (iv) for any other
purpose for which the record date was set, or (b) on or after which each American Depositary Share will represent the changed number
of Shares. Subject to the provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement,
the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable by the Depositary with
respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion to the number
of American Depositary Shares held by them respectively, to give voting instructions or to act in respect of the other matter for
which that record date was fixed, or be responsible for that fee or charge, as the case may be.


 






    	 	-20-	 



     


    

 


SECTION 4.7.          Voting of Deposited Shares.


 


(a)       (a)       Upon
receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in
writing by the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form
of which shall be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of
meeting received by the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date
will be entitled, subject to any applicable provision of Japanese law and of the articles of association or similar documents
of the Company, to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of Shares
represented by their respective American Depositary Shares (iii) a statement as to the manner in which those instructions may
be given, including an express indication that instructions may be deemed given in accordance with the last sentence of
paragraph (b) below, if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by
the Company and (iv) the last date on which the Depositary will accept instructions (the “Instruction Cutoff
Date”).


 


(b)       Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified
by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the
Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to
vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the
instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to
the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary or as provided in
the following sentence. If


 


(i) the Company instructed
the Depositary to Disseminate a notice under paragraph (a) above and complied with paragraph (d) below,


 


(ii) no instructions
are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner
on or before the Instruction Cutoff Date and


 


(iii) the Depositary
has received from the Company, by the business day following the Instruction Cutoff Date, a written confirmation that, as of the
Instruction Cutoff Date, (x) the Company wishes a proxy to be given under this sentence, (y) the Company reasonably does not know
of any substantial opposition to the matters and (z) the matters are not materially adverse to the interests of shareholders,


 


then, the Depositary
shall deem that Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with
respect to that matter and the amount of deposited Shares represented by that amount of American Depositary Shares and the Depositary
shall give a discretionary proxy to a person designated by the Company to vote that amount of deposited Shares as to that matter.


 


(c)       There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in
time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 






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(d)       If
the Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary
notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders
of Shares in connection with the meeting not less than 45 days prior to the meeting date.


 


SECTION 4.8.           
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.


 


(a)       The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar
offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do
so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.


 


(b)       If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash
in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”),
the Depositary, at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to
the issuer of those securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that
Redemption, (B) calling for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called
American Depositary Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption
and those net proceeds shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be
entitled upon surrenders of those American Depositary Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money
received upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance
with Section 2.5 (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1). If the
Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the
outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a right to
receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding
sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption,
except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to
any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event.


 






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(c)       If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other
reclassification of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an
entirety, merger or consolidation affecting the issuer of the Deposited Securities or to which it is a party that is
mandatory and binding on the Depositary as a holder of Deposited Securities and, as a result, securities or other property
have been or will be delivered in exchange, conversion, replacement or in lieu of, Deposited Securities (a
“Replacement”), the Depositary shall, if required, surrender the old Deposited Securities affected by that
Replacement of Shares and hold, as new Deposited Securities under this Deposit Agreement, the new securities or other
property delivered to it in that Replacement. However, the Depositary may elect to sell those new Deposited Securities
if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under
this Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration under the
Securities Act of 1933 or for any other reason, at public or private sale, at such places and on such terms as it deems
proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination
Option Event.


 


(d)       In
the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement, the Depositary
may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities
and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented
by each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American
Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American
Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute
the net proceeds of that sale to the Owners entitled to them.


 


(e)       If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled,
or the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call
for surrender of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that
condition shall be a Termination Option Event.


 


SECTION 4.9.           
Reports.


 


The Depositary shall
make available for inspection by Owners at its Office any reports and communications, including any proxy solicitation material,
received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications,
including any proxy soliciting material to which this Section applies, to the Depositary in English, to the extent those materials
are required to be translated into English pursuant to any regulations of the Commission.


 






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SECTION 4.10.       Lists of Owners.


 


Upon written request
by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the names, addresses
and American Depositary Share holdings of all Owners.


 


SECTION 4.11.       Withholding.


 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to
any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private
sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner
the Depositary deems necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds
of that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American
Depositary Shares held by them respectively.


 


Services for Owners and
Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees
and costs associated with using services of that kind, are not provided under, and are outside the scope of, this Deposit Agreement.


 


Each Owner and Holder
agrees to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates
for, and hold each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties
or interest arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it.


 


ARTICLE 5.                 
THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


SECTION
5.1.           
Maintenance of Office and Register by the Depositary.


 


Until termination of
this Deposit Agreement in accordance with its terms, the Depositary shall maintain facilities for the delivery, registration of
transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement.


 


The Depositary shall
keep a register of all Owners and all outstanding American Depositary Shares, which shall be open for inspection by the Owners
at the Depositary’s Office during regular business hours, but only for the purpose of communicating with Owners regarding
the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.


 






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The Depositary may close
the register for delivery, registration of transfer or surrender for the purpose of withdrawal from time to time as provided in
Section 2.6.


 


If any American Depositary
Shares are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars
for registration of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges.


 


SECTION 5.2.           
Prevention or Delay of Performance by the Company or the Depositary.


 


Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or
Holder:


 


(i) if by reason of (A)
any provision of any present or future law or regulation or other act of the government of the United States, any State of the
United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in the
case of the Depositary only) any provision, present or future, of the articles of association or similar document of the Company,
or any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event
or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company,
as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods,
severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious disease;
interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access to or
attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems or
equipment), the Depositary or the Company is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject
to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing that,
by the terms of this Deposit Agreement or the Deposited Securities, it is provided shall be done or performed;


 


(ii) for any exercise
of, or failure to exercise, any discretion provided for in this Deposit Agreement (including any determination by the Depositary
to take, or not take, any action that this Deposit Agreement provides the Depositary may take);


 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of
Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders; or


 


(iv) for any special,
consequential or punitive damages for any breach of the terms of this Deposit Agreement.


 






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Where, by the terms of
a distribution to which Section 4.1, 4.2 or 4.3 applies, or an offering to which Section 4.4 applies, or for any other
reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that distribution
or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution
or offering available to Owners, and shall allow any rights, if applicable, to lapse.


 


SECTION 5.3.           
Obligations of the Depositary and the Company.


 


The Company assumes no
obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company
agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.


 


The Depositary assumes
no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without
limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to
perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith, and the Depositary shall
not be a fiduciary or have any fiduciary duty to Owners or Holders.


 


Neither the Depositary
nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.


 


Each of the Depositary
and the Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed
by it to be genuine and to have been signed or presented by the proper party or parties.


 


Neither the Depositary
nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent
to give such advice or information.


 


The Depositary shall
not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that
in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence
or bad faith while it acted as Depositary.


 


The Depositary shall
not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or
arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.


 






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In the absence of bad
faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited
Securities, or for the manner in which any such vote is cast or the effect of any such vote.


 


The Depositary shall
have no duty to make any determination or provide any information as to the tax status of the Company or any liability for any
tax consequences that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. The Depositary
shall not be liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate
of withholding or refund of amounts withheld in respect of tax or any other tax benefit.


 


No disclaimer of
liability under the United States federal securities laws or any waiver of anyone’s obligation to comply with those laws or
the rules and regulations promulgated thereunder is intended by any provision of this Deposit Agreement.


 


SECTION 5.4.           
Resignation and Removal of the Depositary.


 


The Depositary may at
any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective
upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of
resignation if a successor depositary is not appointed is provided for in Section 6.2.


 


The Depositary may at
any time be removed by the Company by 120 days’ prior written notice of that removal, to become effective upon the later
of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its
acceptance of its appointment as provided in this Section.


 


If the Depositary resigns
or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company
having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to the
Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from
the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of
all sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings
of outstanding American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When
the Depositary has taken the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall
have all the rights and shall assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary
shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except
for its duties under Section 5.8 with respect to the time before that discharge. A successor Depositary shall notify the Owners
of its appointment as soon as practical after assuming the duties of Depositary.


 






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Any corporation or other
entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution
or filing of any document or any further act.


 


SECTION 5.5.           
The Custodians.


 


The Custodian shall be
subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary
in its discretion may at any time appoint a substitute or additional custodian or custodians, each of which shall thereafter be
one of the Custodians under this Deposit Agreement. If the Depositary receives notice that a Custodian is resigning and, upon the
effectiveness of that resignation there would be no Custodian acting under this Deposit Agreement, the Depositary shall, as promptly
as practicable after receiving that notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian
under this Deposit Agreement. The Depositary shall require any Custodian that resigns or is removed to deliver all Deposited Securities
held by it to another Custodian.


 


SECTION 5.6.           
Notices and Reports.


 


If the Company takes
or decides to take any corporate action of a kind that is addressed in Sections 4.1 to 4.4, or 4.6 to 4.8, or that effects or will
effect a change of the name or legal structure of the Company, or that effects or will effect a change to the Shares, the Company
shall notify the Depositary and the Custodian of that action or decision as soon as it is lawful and practical to give that notice. 
The notice shall be in English and shall include all details that the Company is required to include in any notice to any governmental
or regulatory authority or securities exchange or is required to make available generally to holders of Shares by publication or
otherwise.


 


The Company will arrange
for the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission,
and the prompt transmittal by the Company to the Depositary and the Custodian of all notices and any other reports and communications
which are made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary
will Disseminate, at the Company’s expense, those notices, reports and communications to all Owners or otherwise make them
available to Owners in a manner that the Company specifies as substantially equivalent to the manner in which those communications
are made available to holders of Shares and compliant with the requirements of any securities exchange on which the American Depositary
Shares are listed. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications,
as requested by the Depositary from time to time, in order for the Depositary to effect that Dissemination.


 






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The Company
represents, continuously, that the statements in Article 11 of the form of Receipt appearing as Exhibit A to this Deposit
Agreement or, if applicable, most recently filed with the Commission pursuant to Rule 424(b) under the Securities Act with
respect to the Company’s obligation to file periodic reports under the United States Securities Exchange Act of 1934,
as amended, or its qualification for exemption from registration under that Act pursuant to Rule 12g3-2(b) under that Act, as
the case may be, are true and correct. The Company agrees to promptly notify the Depositary upon becoming aware of any change
in the truth of any of those statements or if there is any change in the Company’s status regarding those reporting
obligations or that qualification.


 


SECTION 5.7.           
Distribution of Additional Shares, Rights, etc.


 


If the Company or any
affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe
for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”),
the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution
starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence
satisfactory to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from
U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating that the Distribution does not require,
or, if made in the United States, would not require, registration under the Securities Act of 1933.


 


The Company agrees with
the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will
at any time deposit any Shares that, at the time of deposit, are Restricted Securities.


 


SECTION 5.8.           
Indemnification.


 


The Company agrees to
indemnify the Depositary, its directors, employees, agents and affiliates and each Custodian against, and hold each of them harmless
from, any liability or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting
such indemnity and the fees and expenses of counsel) that may arise out of or in connection with (a) any registration with the
Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof or (b) acts performed or omitted,
pursuant to the provisions of or in connection with this Deposit Agreement and the American Depositary Shares, as the same may
be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors,
employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them,
or (ii) by the Company or any of its directors, employees, agents and affiliates.


 


The Depositary agrees
to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense
that may arise out of acts performed or omitted by the Depositary or any Custodian or their respective directors, employees, agents
and affiliates due to their negligence or bad faith.


 






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SECTION 5.9.           
Charges of Depositary.


 


The following charges
shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom
American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared
by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company
or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission
fees and expenses as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion
thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary
Shares pursuant to Section 2.5 or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash
distribution made pursuant to this Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and Section 4.8, (7)
a fee for the distribution of securities pursuant to Section 4.2 or of rights pursuant to Section 4.4 (where the Depositary will
not exercise or sell those rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery
of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities under
this Deposit Agreement (for purposes of this item 7 treating all such securities as if they were Shares) but which securities are
instead distributed by the Depositary to Owners, (8) in addition to any fee charged under item 6 above, a fee of $.05 or less per
American Depositary Share (or portion thereof) per annum for depositary services, which will be payable as provided in item 9 below,
and (9) any other charges payable by the Depositary or the Custodian, any of the Depositary's or Custodian’s agents or the
agents of the Depositary's or Custodian’s agents, in connection with the servicing of Shares or other Deposited Securities
(which charges shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.6 and
shall be payable at the sole discretion of the Depositary by billing those Owners for those charges or by deducting those charges
from one or more cash dividends or other cash distributions).


 


The Depositary may collect
any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to
Owners that are obligated to pay those fees.


 


In performing its duties
under this Deposit Agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that
are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions.


 






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The Depositary may own
and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


SECTION 5.10.         
Retention of Depositary Documents.


 


The Depositary is authorized
to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted
by the laws or regulations governing the Depositary.


 


SECTION 5.11.         
Exclusivity.


 


Without prejudice to
the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary
shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary
under this Deposit Agreement.


 


SECTION 5.12.         
Information for Regulatory Compliance.


 


Each of the Company and
the Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it
that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or
regulatory authorities.


 


ARTICLE 6.                 
AMENDMENT AND TERMINATION


 


SECTION
6.1.           
Amendment.


 


The form of the
Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary without the consent of Owners or Holders in any respect that they may deem necessary or
desirable. Any amendment that would impose or increase any fees or charges (other than taxes and other governmental charges,
registration fees, cable (including SWIFT) or facsimile transmission costs, delivery costs or other such expenses), or that
would otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding
American Depositary Shares until the expiration of 30 days after notice of that amendment has been Disseminated to the Owners
of outstanding American Depositary Shares. Every Owner and Holder, at the time any amendment so becomes effective, shall be
deemed, by continuing to hold American Depositary Shares or any interest therein, to consent and agree to that amendment and
to be bound by this Deposit Agreement as amended thereby. Upon the effectiveness of an amendment to the form of Receipt,
including a change in the number of Shares represented by each American Depositary Share, the Depositary may call for
surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of American Depositary
Shares to effect that change of ratio. In no event shall any amendment impair the right of the Owner to surrender American
Depositary Shares and receive delivery of the Deposited Securities represented thereby, except in order to comply with
mandatory provisions of applicable law.


 






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SECTION 6.2.           
Termination.


 


(a)       The
Company may initiate termination of this Deposit Agreement by notice to the Depositary. The Depositary may initiate termination
of this Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written
resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 or
(ii) a Termination Option Event has occurred or will occur. If termination of this Deposit Agreement is initiated, the Depositary
shall Disseminate a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination
(the “Termination Date”), which shall be at least 90 days after the date of that notice, and this Deposit Agreement
shall terminate on that Termination Date.


 


(b)       After
the Termination Date, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations
to the Depositary under Sections 5.8 and 5.9.


 


(c)       At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and
may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated
and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding,
and those Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making
that sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except (i) to account for
the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary
Shares, any expenses for the account of the Owner of such American Depositary Shares in accordance with the terms and conditions
of this Deposit Agreement and any applicable taxes or governmental charges) and (ii) for its obligations under Section 5.8 and
(iii) to act as provided in paragraph (d) below.


 


(d)       After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited
Securities (that have not been sold), may sell rights and other property as provided in this Deposit Agreement and shall
deliver Deposited Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon
deduction, in each case, of the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the
account of the Owner of those American Depositary Shares in accordance with the terms and conditions of this Deposit
Agreement and any applicable taxes or governmental charges). After the Termination Date, the Depositary shall not accept
deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary may refuse to accept
surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been sold) or
reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would
interfere with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash
proceeds of the sale of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may
discontinue the registration of transfers of American Depositary Shares and suspend the distribution of dividends and other
distributions on Deposited Securities to the Owners and need not give any further notices or perform any further acts under
this Deposit Agreement except as provided in this Section.


 






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ARTICLE 7.                 
MISCELLANEOUS


 


SECTION
7.1.           
Counterparts; Signatures; Delivery.


 


This Deposit Agreement
may be executed in any number of counterparts, each of which shall be deemed an original and all of those counterparts shall constitute
one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be
open to inspection by any Owner or Holder during regular business hours.


 


The exchange of copies
of this Deposit Agreement and manually-signed signature pages by facsimile, or email attaching a pdf or similar bit-mapped image,
shall constitute effective execution and delivery of this Deposit Agreement as to the parties to it; copies and signature pages
so exchanged may be used in lieu of the original Deposit Agreement and signature pages for all purposes and shall have the same
validity, legal effect and admissibility in evidence as an original manual signature; the parties to this Deposit Agreement hereby
agree not to argue to the contrary.


 


SECTION 7.2.           
No Third Party Beneficiaries.


 


This Deposit Agreement
is for the exclusive benefit of the Company, the Depositary, the Owners and the Holders and their respective successors and shall
not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.


 


SECTION 7.3.           
Severability.


 


In case any one or more
of the provisions contained in this Deposit Agreement or in a Receipt should be or become invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained in this Deposit Agreement or that
Receipt shall in no way be affected, prejudiced or disturbed thereby.


 






    -33-


     


    

 


SECTION 7.4.            Owners
and Holders as Parties; Binding Effect.


 


The Owners and Holders
from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions of this Deposit
Agreement and of the Receipts by acceptance of American Depositary Shares or any interest therein.


 


SECTION 7.5.           
Notices.


 


Any and all notices to
be given to the Company shall be in writing and shall be deemed to have been duly given if personally delivered or sent by domestic
first class or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped
image of a signed writing, addressed to MEDIROM Healthcare Technologies Inc., [Tradepia Odaiba 16F, 2-3-1 Daiba, Minato-ku, Tokyo
135-0091], Attention: _____________, or any other place to which the Company may have transferred its principal office with notice
to the Depositary.


 


Any and all notices to
be given to the Depositary shall be in writing and shall be deemed to have been duly given if in English and personally delivered
or sent by first class domestic or international air mail or air courier or sent by facsimile transmission or email attaching a
pdf or similar bit-mapped image of a signed writing, addressed to The Bank of New York Mellon, 240 Greenwich Street, New York,
New York 10286, Attention: Depositary Receipt Administration, or any other place to which the Depositary may have transferred
its Office with notice to the Company.


 


Delivery of a notice
to the Company or Depositary by mail or air courier shall be deemed effected when deposited, postage prepaid, in a post-office
letter box or received by an air courier service. Delivery of a notice to the Company or Depositary sent by facsimile transmission
or email shall be deemed effected when the recipient acknowledges receipt of that notice.


 


A notice to be given
to an Owner shall be deemed to have been duly given when Disseminated to that Owner. Dissemination in paper form will be effective
when personally delivered or sent by first class domestic or international air mail or air courier, addressed to that Owner at
the address of that Owner as it appears on the transfer books for American Depositary Shares of the Depositary, or, if that Owner
has filed with the Depositary a written request that notices intended for that Owner be mailed to some other address, at the address
designated in that request. Dissemination in electronic form will be effective when sent in the manner consented to by the Owner
to the electronic address most recently provided by the Owner for that purpose.


 






    -34-


     


    

 


SECTION 7.6.           
Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.


 


The Company hereby
(i) designates and appoints the person named in Exhibit A to this Deposit Agreement as the Company's authorized agent in the
United States upon which process may be served in any suit or proceeding arising out of or relating to the Shares or
Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”),
(ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding
may be instituted and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any Proceeding. The Company agrees to deliver to the Depositary, upon the
execution and delivery of this Deposit Agreement, a written acceptance by the agent named in Exhibit A to this Deposit
Agreement of its appointment as process agent. The Company further agrees to take any and all action, including the filing of
any and all such documents and instruments, as may be necessary to continue that designation and appointment in full force
and effect, or to appoint and maintain the appointment of another process agent located in the United States as required
above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American
Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails
to maintain the designation and appointment of a process agent in the United States in full force and effect, the Company
hereby waives personal service of process upon it and consents that a service of process in connection with a Proceeding may
be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for
notices under this Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have
been so mailed.


 


EACH PARTY TO THIS
DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY
AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE
AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE
BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER
BASED ON CONTRACT, TORT, UNITED STATES FEDERAL SECURITIES LAW OR ANY OTHER THEORY).


 


SECTION 7.7.           
Waiver of Immunities.


 


To the extent that
the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to
it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the
giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of
judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other
matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the
Receipts or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and
unconditionally waives, and agrees not to plead or claim, any immunity of that kind and consents to relief and enforcement as
provided above.


 






    -35-


     


    

 



 


SECTION 7.8.           
Governing Law.


 


This Deposit Agreement
and the Receipts shall be interpreted in accordance with and all rights hereunder and thereunder and provisions hereof and thereof
shall be governed by the laws of the State of New York.


 






    	 	-36-	 



     


    

 





IN WITNESS WHEREOF, MEDIROM
HEALTHCARE TECHNOLOGIES INC. and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first
set forth above and all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or
any interest therein.


 





	 	MEDIROM HEALTHCARE TECHNOLOGIES INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON,


as Depositary



	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






    	 	-37-	 



     


    

 


EXHIBIT A


 


	 	AMERICAN DEPOSITARY SHARES
	 	(Each American Depositary Share
    represents
	 	_____ deposited Shares)




 


THE BANK OF NEW YORK MELLON


AMERICAN DEPOSITARY RECEIPT


FOR COMMON SHARES OF


MEDIROM HEALTHCARE TECHNOLOGIES INC.


(INCORPORATED UNDER THE LAWS OF JAPAN)


 


The Bank of New York Mellon, as
depositary (hereinafter called the “Depositary”), hereby certifies that_____________________,
or registered assigns IS THE OWNER OF _________________________


 


AMERICAN DEPOSITARY SHARES


 


representing deposited common shares (herein
called “Shares”) of MEDIROM Healthcare Technologies Inc., incorporated under the laws of Japan (herein called the “Company”).
At the date hereof, each American Depositary Share represents _____ Shares deposited or subject to deposit under the Deposit Agreement
(as such term is hereinafter defined) with a custodian for the Depositary (herein called the “Custodian”) that,
as of the date of the Deposit Agreement, was MUFG Bank Ltd. located in Japan. The Depositary's Office and its principal executive
office are located at 240 Greenwich Street, New York, N.Y. 10286.


 


THE DEPOSITARY'S OFFICE ADDRESS IS


240 GREENWICH STREET, NEW YORK, N.Y. 10286


 






    	 	 	 



     


    

 





		1.	THE DEPOSIT AGREEMENT.



 


This American Depositary
Receipt is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions
set forth in the Deposit Agreement dated as of __________, 2020 (herein called the “Deposit Agreement”) among
the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each
of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions
thereof. The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect
of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of
those Shares and held thereunder (those Shares, securities, property, and cash are herein called “Deposited Securities”).
Copies of the Deposit Agreement are on file at the Depositary's Office in New York City and at the office of the Custodian.


 


The statements made
on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit
Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.


 


		2.	SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES.



 


Upon surrender of
American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the
fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 of the Deposit Agreement and
payment of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited
Securities, and subject to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares
shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructed by that
Owner, of the amount of Deposited Securities at the time represented by those American Depositary Shares, but not any
money or other property as to which a record date for distribution to Owners has passed (since money or other property of
that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date), and except
that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal
to the extent it would require delivery of a fraction of a Deposited Security. The Depositary shall direct the Custodian with
respect to delivery of Deposited Securities and may charge the surrendering Owner a fee and its expenses for giving that
direction by cable (including SWIFT) or facsimile transmission. If Deposited Securities are delivered physically upon
surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s
office, except that, at the request, risk and expense of the surrendering Owner, and for the account of that Owner,
the Depositary shall direct the Custodian to forward any cash or other property comprising, and forward a certificate or
certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented by the
surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address
specified in the order received from the surrendering Owner.


 






    	 	A-2	 



     


    

 







The Depositary has
been advised that, as of the date of the Deposit Agreement, under FEFTA, any Foreign Investor (as defined under FEFTA) expecting
to receive delivery of Shares upon surrender of American Depositary Shares must obtain pre-clearance from the applicable Japanese
governmental authority prior to accepting that delivery and that the applicable governmental authority may take up to 30 days to
respond to applications for that pre-clearance. Accordingly, Owners that are Foreign Investors wishing to surrender American Depositary
Shares for the purpose of withdrawal of deposited Shares should apply or advise the persons to whom they intend to direct delivery
of Shares to apply for pre-clearance at least 30 days in advance. The Depositary shall not accept surrender of American Depositary
Shares for the purpose of withdrawal of Shares until it receives assurances satisfactory to it that any required pre-clearance
for delivery of the Shares to be withdrawn to a Foreign Investor has been obtained.


 


		3.	REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND SPLIT-UP OF RECEIPTS; INTERCHANGE
OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.



 


The Depositary, subject
to the terms and conditions of the Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer books
upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary
Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii)
in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance
of doubt, instructions through DRS and Profile as provided in Section 2.9 of that Agreement), and, in either case, duly stamped
as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the
Depositary shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject
to the terms and conditions of the Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting
a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number
of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.


 






    	 	A-3	 



     


    

 


The Depositary,
upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American
Depositary Shares, shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a
statement confirming that the Owner is the owner of the same number of uncertificated American Depositary Shares. The
Depositary, upon receipt of a proper instruction (including, for the avoidance of doubt, instructions through DRS and Profile
as provided in Section 2.9 of the Deposit Agreement) from the Owner of uncertificated American Depositary Shares for the
purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American Depositary
Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary
Shares.


 


As a condition precedent
to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt
or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of
the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares
not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn)
and payment of any applicable fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it
as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish
consistent with the provisions of the Deposit Agreement.


 


The Depositary may
refuse to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary
Shares in particular instances, or may suspend deposits of Shares or registration of transfer generally, whenever it or the Company
considers it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose
of withdrawal of Deposited Securities in particular instances, or may suspend surrenders for the purpose of withdrawal generally,
but, notwithstanding anything to the contrary in the Deposit Agreement, only for (i) temporary delays caused by closing
of the Depositary’s register or the register of holders of Shares maintained by the Company or the Foreign Registrar, or
the deposit of Shares, in connection with voting at a shareholders’ meeting or the payment of dividends, (ii) the payment
of fees, taxes and similar charges, (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the
American Depositary Shares or to the withdrawal of the Deposited Securities or (iv) any other reason that, at the time, is permitted
under paragraph I(A)(1) of the General Instructions to Form F-6 under the Securities Act of 1993 or any successor to that provision.


 


The Depositary shall
not knowingly accept for deposit under the Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.


 


The Depositary
has been advised that, as of the date of the Deposit Agreement, under FEFTA, it must obtain pre-clearance from the applicable
Japanese governmental authority prior to accepting Shares for deposit and that the applicable governmental authority may take
up to 30 days to respond to applications for that pre-clearance. Accordingly, persons wishing to deposit Shares should notify
the Depositary of that desire at least 30 days in advance. The Depositary shall not accept Shares for deposit until any
required pre-clearance has been obtained. The Company agrees to reimburse the Depositary for its expenses, including fees and
expenses of counsel, for applying for any required pre-clearance.


 






    	 	A-4	 



     


    

 


		4.	LIABILITY OF OWNER FOR TAXES.



 


If any tax or other
governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American
Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction
to which Section 4.8 of the Deposit Agreement applies, that tax or other governmental charge shall be payable by the Owner of those
American Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares
or any withdrawal of Deposited Securities represented by those American Depositary Shares until that payment is made, and may withhold
any dividends or other distributions or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited
Securities represented by those American Depositary Shares, and may apply those dividends or other distributions or the net proceeds
of any sale of that kind in payment of that tax or other governmental charge but, even after a sale of that kind, the Owner shall
remain liable for any deficiency. The Depositary shall distribute any net proceeds of a sale made under Section 3.2 of the Deposit
Agreement that are not used to pay taxes or governmental charges to the Owners entitled to them in accordance with Section 4.1
of the Deposit Agreement. If the number of Shares represented by each American Depositary Share decreases as a result of a sale
of Deposited Securities under Section 3.2 of the Deposit Agreement, the Depositary may call for surrender of the American Depositary
Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary
Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the
net proceeds of that sale to the Owners entitled to them.


 


		5.	WARRANTIES ON DEPOSIT OF SHARES.



 


Every person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor,
if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights
of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every
depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All
representations and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery
of American Depositary Shares.


 






    	 	A-5	 



     


    

 


		6.	FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.



 





Any person presenting
Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof
of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company
or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares,
the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until
that proof or other information is filed or those certificates are executed or those representations and warranties are made. As
conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the
Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver
to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing
those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of
the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian,
(iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable
jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt
transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property, that any person
in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof,
such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.


 


		7.	CHARGES OF DEPOSITARY.



 


The following
charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary
Shares or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend
or stock split declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited
Securities or a delivery of American Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as
applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for
the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar and applicable to
transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making of
deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees and expenses as are
expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or
portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement
and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.05 or
less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement,
including, but not limited to Sections 4.1 through 4.4 and 4.8 of the Deposit Agreement, (7) a fee for the distribution of
securities pursuant to Section 4.2 of the Deposit Agreement or of rights pursuant to Section 4.4 of that Agreement (where the
Depositary will not exercise or sell those rights on behalf of Owners), such fee being in an amount equal to the fee for the
execution and delivery of American Depositary Shares referred to above which would have been charged as a result of the
deposit of such securities under the Deposit Agreement (for purposes of this item 7 treating all such securities as if they
were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in addition to any fee charged
under item 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for depositary services,
which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary or the Custodian, any
of the Depositary's or Custodian’s agents or the agents of the Depositary's or Custodian’s agents, in connection
with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or
dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole
discretion of the Depositary by billing those Owners for those charges or by deducting those charges from one or more cash
dividends or other cash distributions).


 






    	 	A-6	 



     


    

 


The Depositary may
collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed,
to Owners that are obligated to pay those fees.


 


The Depositary may
own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


From time to time,
the Depositary may make payments to the Company to reimburse the Company for costs and expenses generally arising out of establishment
and maintenance of the American Depositary Shares program, waive fees and expenses for services provided by the Depositary or share
revenue from the fees collected from Owners or Holders. In performing its duties under the Deposit Agreement, the Depositary may
use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and
that may earn or share fees, spreads or commissions.


 


		8.	DISCLOSURE OF INTERESTS.



 


When required in
order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the
Company may from time to time request each Owner and Holder to provide to the Depositary information relating to:
(a) the capacity in which it holds American Depositary Shares, (b) the identity of any Holders or
other persons or entities then or previously interested in those American Depositary Shares and the nature of those
interests and (c) any other matter where disclosure of such matter is required for that compliance.  
Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to Section 3.4 of
the Deposit Agreement.  Each Holder consents to the disclosure by the Depositary and the Owner or other Holder
through which it holds American Depositary Shares, directly or indirectly, of all information responsive to a request made
pursuant to that Section relating to that Holder that is known to that Owner or other Holder. 


 






    	 	A-7	 



     


    

 



 


		9.	TITLE TO AMERICAN DEPOSITARY SHARES.



 


It is a condition of
the American Depositary Shares, and every successive Owner and Holder of American Depositary Shares, by accepting or holding the
same, consents and agrees that American Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or accompanied
by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of the State of New
York, and that American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities
under the laws of the State of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American
Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends
or other distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary
nor the Company shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American
Depositary Shares, but only to the Owner.


 


		10.	VALIDITY OF RECEIPT.



 


This Receipt shall
not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed
by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized
signatory of the Depositary or the Registrar or a co-registrar.


 


		11.	REPORTS; INSPECTION OF TRANSFER BOOKS.



 


The Company is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Securities and Exchange Commission. Those reports will be available for inspection and copying through the Commission's EDGAR system
or at public reference facilities maintained by the Commission in Washington, D.C.


 


The Depositary
will make available for inspection by Owners at its Office any reports, notices and other communications, including any proxy
soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the
Deposited Securities and (b) made generally available to the holders of those Deposited Securities by the Company. The
Company shall furnish reports and communications, including any proxy soliciting material to which Section 4.9 of the Deposit
Agreement applies, to the Depositary in English, to the extent such materials are required to be translated into English
pursuant to any regulations of the Commission.


 






    A-8


     


    

 


The Depositary will
maintain a register of American Depositary Shares and transfers of American Depositary Shares, which shall be open for inspection
by the Owners at the Depositary’s Office during regular business hours, but only for the purpose of communicating with Owners
regarding the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.


 


		12.	DIVIDENDS AND DISTRIBUTIONS.



 


Whenever the Depositary
receives any cash dividend or other cash distribution on Deposited Securities, the Depositary will, if at the time of receipt thereof
any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into Dollars
transferable to the United States, and subject to the Deposit Agreement, convert that dividend or other cash distribution into
Dollars and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof
and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto; provided, however, that if the Custodian
or the Depositary is required to withhold and does withhold from that cash dividend or other cash distribution an amount on account
of taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing those
Deposited Securities shall be reduced accordingly.


 


If a cash distribution
would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares,
the Depositary may:


 


(i)      require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that cash distribution; or


 


(ii)      sell all Deposited
Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution, call for
surrender of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.


 


If the Depositary acts
under this paragraph, that action shall also be a Termination Option Event.


 


Subject to the
provisions of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other
than a distribution described in Section 4.1, 4.3 or 4.4 of the Deposit Agreement on Deposited Securities (but not in
exchange for or in conversion or in lieu of Deposited Securities), the Depositary will cause the securities or property
received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees and expenses of
the Depositary and any taxes or other governmental charges, in any manner that the Depositary deems equitable and practicable
for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided, however,
that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto,
or if for any other reason the Depositary deems such distribution not to be lawful and feasible, the Depositary may adopt
such other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not
limited to, the public or private sale of the securities or property thus received, or any part thereof, and distribution of
the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7 hereof and
Section 5.9 of the Deposit Agreement) to the Owners entitled thereto all in the manner and subject to the conditions set
forth in Section 4.1 of the Deposit Agreement. The Depositary may withhold any distribution of securities under Section 4.2
of the Deposit Agreement if it has not received satisfactory assurances from the Company that the distribution does not
require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of
securities or other property it would otherwise distribute under this Article that is sufficient to pay its fees and expenses
in respect of that distribution.


 






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If a distribution to
be made under Section 4.2 of the Deposit Agreement would represent a return of all or substantially all the value of the Deposited
Securities underlying American Depositary Shares, the Depositary may:


 


(i)      require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that distribution; or


 


(ii)      sell all Deposited
Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call for surrender
of all those American Depositary Shares and require that surrender as a condition of making that distribution.


 


If the Depositary acts
under this paragraph, that action shall also be a Termination Option Event.


 


Whenever the
Depositary receives any distribution consisting of a dividend in, or free distribution of, Shares, the Depositary may deliver
to the Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received
as that dividend or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the
deposit of Shares and issuance of American Depositary Shares, including the withholding of any tax or other governmental
charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as
provided in Article 7 hereof and Section 5.9 of the Deposit Agreement (and the Depositary may sell, by public or private
sale, an amount of Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and
expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares, the Depositary may
sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing those
Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1of the
Deposit Agreement. If and to the extent that additional American Depositary Shares are not delivered and Shares or American
Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares
distributed on the Deposited Securities represented thereby.


 






    A-10


     


    

 


If the Company declares
a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities
or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation
with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful
and practical. As a condition of making a distribution election right available to Owners, the Depositary may require satisfactory
assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933 that
has not been effected.


 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to
any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private
sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner
the Depositary deems necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds
of that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American
Depositary Shares held by them respectively.


 


Each Owner and Holder
agrees to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates
for, and hold each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties
or interest arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it. Services for
Owners and Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and
the fees and costs associated with using services of that kind, are not provided under, and are outside the scope of, the Deposit
Agreement.


 


		13.	RIGHTS.



 


(a)       If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the
Company and the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with
that grant of rights. The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing
by the Company, grant to all or certain Owners rights to instruct the Depositary to purchase the securities to which the
rights relate and deliver those securities or American Depositary Shares representing those securities to Owners, (ii) if
requested in writing by the Company, deliver the rights to or to the order of certain Owners, or (iii) sell the rights to the
extent practicable and distribute the net proceeds of that sale to Owners entitled to those proceeds. To the extent rights
are not exercised, delivered or disposed of under (i), (ii) or (iii) above, the Depositary shall permit the rights to lapse
unexercised.


 






    A-11


     


    

 


(b)       If
the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth the
conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary
specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received
upon the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities.
The purchased securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased
Shares under the Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver
or cause the purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act
under (a)(i) above unless the offer and sale of the securities to which the rights relate are registered under the Securities Act
of 1933 or the Depositary has received an opinion of United States counsel that is satisfactory to it to the effect that those
securities may be sold and delivered to the applicable Owners without registration under the Securities Act of 1933.


 


(c)       If
the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth
the conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the
rights allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can
be delivered and (ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law,
the Depositary will deliver those rights as requested by that Owner.


 


(d)       If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the
number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to
the rights that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because
of exchange restrictions or the date of delivery of any American Depositary Shares or otherwise.


 


(e)       Payment
or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and payment or deduction of the
expenses of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities
or payment of cash proceeds under Section 4.4 of that Agreement.


 


(f)       The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to
or exercise rights on behalf of Owners in general or any Owner in particular , or to sell rights.


 






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		14.	CONVERSION OF FOREIGN CURRENCY.



 


Whenever the Depositary
or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities,
property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary or one
of its agents or affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may
determine that foreign currency into Dollars, and those Dollars shall be distributed to the Owners entitled thereto.  A cash
distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange
restrictions, the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion
into Dollars incurred by the Depositary as provided in Section 5.9 of the Deposit Agreement.


 


If a conversion of
foreign currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government
or agency thereof, the Depositary may, but will not be required to, file an application for that approval or license.


 


If the Depositary determines
that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis
into Dollars transferable to the United States, or if any approval or license of any government or agency thereof that is required
for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the
Depositary, the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive
the same.


 


If any conversion of
foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners
entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold that balance uninvested
and without liability for interest thereon for the account of, the Owners entitled thereto.


 






    A-13


     


    

 


The Depositary
may convert currency itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay
Dollars to the Depositary. Where the Depositary converts currency itself or through any of its affiliates, the Depositary
acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns
revenue, including, without limitation, transaction spreads, that it will retain for its own account.  The revenue is
based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the
Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its
own account.  The Depositary makes no representation that the exchange rate used or obtained by it or its affiliate in
any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at the time or
that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3 of that Agreement.  The methodology used to determine exchange rates used in currency
conversions made by the Depositary is available upon request. Where the Custodian converts currency, the Custodian has no
obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that
rate will be determined will be the most favorable to Owners, and the Depositary makes no representation that the rate is the
most favorable rate and will not be liable for any direct or indirect losses associated with the rate.  In certain
instances, the Depositary may receive dividends or other distributions from the Company in Dollars that represent the
proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined
by or on behalf of the Company and, in such cases, the Depositary will not engage in, or be responsible for, any foreign
currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by the
Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated
with the rate.


 


		15.	RECORD DATES.



 


Whenever a cash
dividend, cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other
securities are issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf
of Owners in accordance with Section 4.4 of the Deposit Agreement) or the Depositary receives notice that a distribution or
issuance of that kind will be made, or whenever the Depositary receives notice that a meeting of holders of Shares will be
held in respect of which the Company has requested the Depositary to send a notice under Section 4.7 of the Deposit
Agreement, or whenever the Depositary will assess a fee or charge against the Owners, or whenever the Depositary causes a
change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary otherwise
finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near as
practicable to, any corresponding record date set by the Company with respect to Shares, (a) for the determination of the
Owners (i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who
shall be entitled to give instructions for the exercise of voting rights at that meeting, (iii) who shall be responsible for
that fee or charge or (iv) for any other purpose for which the record date was set, or (b) on or after which each American
Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 of the
Deposit Agreement and to the other terms and conditions of the Deposit Agreement, the Owners on a record date fixed by the
Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other
distribution or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares
held by them respectively, to give voting instructions or to act in respect of the other matter for which that record date
was fixed, or be responsible for that fee or charge, as the case may be.


 






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		16.	VOTING OF DEPOSITED SHARES.



 


(a)
      (a)         Upon receipt of notice of any meeting of holders of Shares at which holders of Shares
will be entitled to vote, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter,
Disseminate to the Owners a notice, the form of which shall be in the sole discretion of the Depositary, that shall contain
(i) the information contained in the notice of meeting received by the Depositary, (ii) a statement that the Owners as of the
close of business on a specified record date will be entitled, subject to any applicable provision of Japanese law and of the
articles of association or similar documents of the Company, to instruct the Depositary as to the exercise of the voting
rights pertaining to the amount of Shares represented by their respective American Depositary Shares (iii) a statement as to
the manner in which those instructions may be given, including an express indication that instructions may be deemed given in
accordance with the last sentence of paragraph (b) below, if no instruction is received, to the Depositary to give a
discretionary proxy to a person designated by the Company and (iv) the last date on which the Depositary will accept
instructions (the “Instruction Cutoff Date”).


 


(b)       Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified
by the Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the
Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to
vote or cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the
instructions set forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to
the deposited Shares other than in accordance with instructions given by Owners and received by the Depositary or as provided in
the following sentence. If


 


(i) the Company instructed
the Depositary to Disseminate a notice under paragraph (a) above and complied with paragraph (d) below,


 


(ii) no instructions
are received by the Depositary from an Owner with respect to a matter and an amount of American Depositary Shares of that Owner
on or before the Instruction Cutoff Date and


 


(iii) the
Depositary has received from the Company, by the business day following the Instruction Cutoff Date, a written confirmation
that, as of the Instruction Cutoff Date, (x) the Company wishes a proxy to be given under this sentence, (y) the Company
reasonably does not know of any substantial opposition to the matters and (z) the matters are not materially adverse to the
interests of shareholders,


 


then, the Depositary shall deem that Owner to have instructed the Depositary to give a
discretionary proxy to a person designated by the Company with respect to that matter and the amount of deposited Shares
represented by that amount of American Depositary Shares and the Depositary shall give a discretionary proxy to a person
designated by the Company to vote that amount of deposited Shares as to that matter.


 






    A-15


     


    

 


(c)       There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in
time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 


(d)       If
the Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary
notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders
of Shares in connection with the meeting not less than 45 days prior to the meeting date.


 


		17.	TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES.



 


(a)       The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar
offer made to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do
so by an Owner surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.


 


(b)       If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for
cash in a transaction that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a
“Redemption”), the Depositary, at the expense of the Company, shall (i) if required, surrender Deposited
Securities that have been redeemed to the issuer of those securities or its agent on the redemption date, (ii) Disseminate a
notice to Owners (A) notifying them of that Redemption, (B) calling for surrender of a corresponding number of American
Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted into a right only to
receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited Securities to
which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary
Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement and (iii) distribute the money received upon that
Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with
Section 2.5 of that Agreement (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under
Section 4.1 of that Agreement). If the Redemption affects less than all the Deposited Securities, the Depositary shall call
for surrender a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares
will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the
American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings of
American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted so that no
fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the
Deposited Securities shall be a Termination Option Event.


 






    A-16


     


    

 


(c)       If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a
holder of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion,
replacement or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender
the old Deposited Securities affected by that Replacement of Shares and hold, as new Deposited Securities under the Deposit Agreement,
the new securities or other property delivered to it in that Replacement. However, the Depositary may elect to sell those
new Deposited Securities if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited
Securities under the Deposit Agreement because those new Deposited Securities may not be distributed to Owners without registration
under the Securities Act of 1933 or for any other reason, at public or private sale, at such places and on such terms as it deems
proper and proceed as if those new Deposited Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination
Option Event.


 


(d)       In
the case of a Replacement where the new Deposited Securities will continue to be held under the Deposit Agreement, the Depositary
may call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities
and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented
by each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American
Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American
Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute
the net proceeds of that sale to the Owners entitled to them.


 


(e)       If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled,
or the Deposited Securities with respect to American Depositary Shares become apparently worthless, the Depositary may call for
surrender of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that condition
shall be a Termination Option Event.


 






    A-17


     


    

 



 


		18.	LIABILITY OF THE COMPANY AND DEPOSITARY.



 


Neither the Depositary
nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or
Holder:


 


(i) if by reason of
(A) any provision of any present or future law or regulation or other act of the government of the United States, any State of
the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in
the case of the Depositary only) any provision, present or future, of the articles of association or similar document of the Company,
or by reason of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof;
or (C) any event or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary
or the Company, as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes,
floods, severe storms, fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious
disease; interruptions or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access
to or attacks on computer systems or websites; or other failures or malfunctions of computer hardware or software or other systems
or equipment), the Depositary or the Company is, directly or indirectly, prevented from, forbidden to or delayed in, or could be
subject to any civil or criminal penalty on account of doing or performing and therefore does not do or perform, any act or thing
that, by the terms of the Deposit Agreement or the Deposited Securities, it is provided shall be done or performed;


 


(ii) for any exercise
of, or failure to exercise, any discretion provided for in the Deposit Agreement (including any determination by the Depositary
to take, or not take, any action that the Deposit Agreement provides the Depositary may take);


 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of
Deposited Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders; or


 


(iv) for any special,
consequential or punitive damages for any breach of the terms of the Deposit Agreement.


 


Where, by the terms
of a distribution to which Section 4.1, 4.2 or 4.3 of the Deposit Agreement applies, or an offering to which Section 4.4 of that
Agreement applies, or for any other reason, that distribution or offering may not be made available to Owners, and the Depositary
may not dispose of that distribution or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary
shall not make that distribution or offering available to Owners, and shall allow any rights, if applicable, to lapse.


 






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Neither the
Company nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners
or Holders, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without
negligence or bad faith. The Depositary shall not be a fiduciary or have any fiduciary duty to Owners or Holders. The
Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither
the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit, or other
proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares, on behalf of any Owner or
Holder or other person. Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance
upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or
Holder, or any other person believed by it in good faith to be competent to give such advice or information. Each of the
Depositary and the Company may rely, and shall be protected in relying upon, any written notice, request, direction or other
document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary
shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or
omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary,
provided that in connection with the issue out of which such potential liability arises, the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or
omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry
settlement of American Depositary Shares or Deposited Securities or otherwise. In the absence of bad faith on its part, the
Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or
for the manner in which any such vote is cast or the effect of any such vote. The Depositary shall have no duty to make any
determination or provide any information as to the tax status of the Company or any liability for any tax consequences that
may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. The Depositary shall not be
liable for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of
withholding or refund of amounts withheld in respect of tax or any other tax benefit. No disclaimer of liability under the
United States federal securities laws or any waiver of anyone’s obligation to comply with those laws or the rules and
regulations promulgated thereunder is intended by any provision of the Deposit Agreement.


 


		19.	RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.



 


The Depositary may
at any time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company,
to become effective upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit
Agreement. The Depositary may at any time be removed by the Company by 120 days’ prior written notice of that removal, to
become effective upon the later of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of
a successor depositary and its acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion
may at any time appoint a substitute or additional custodian or custodians.


 






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		20.	AMENDMENT.



 


The form of the Receipts
and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and
the Depositary without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment
that would impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable (including
SWIFT) or facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial
existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration
of 30 days after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every
Owner and Holder, at the time any amendment so becomes effective, shall be deemed, by continuing to hold American Depositary Shares
or any interest therein, to consent and agree to that amendment and to be bound by the Deposit Agreement as amended thereby. Upon
the effectiveness of an amendment to the form of Receipt, including a change in the number of Shares represented by each American
Depositary Share, the Depositary may call for surrender of Receipts to be replaced with new Receipts in the amended form or call
for surrender of American Depositary Shares to effect that change of ratio. In no event shall any amendment impair the right of
the Owner to surrender American Depositary Shares and receive delivery of the Deposited Securities represented thereby, except
in order to comply with mandatory provisions of applicable law.


 


		21.	TERMINATION OF DEPOSIT AGREEMENT.



 


(a)       The
Company may initiate termination of the Deposit Agreement by notice to the Depositary. The Depositary may initiate termination
of the Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written
resignation notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 of
that Agreement or (ii) a Termination Option Event has occurred. If termination of the Deposit Agreement is initiated, the Depositary
shall Disseminate a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination
(the “Termination Date”), which shall be at least 90 days after the date of that notice, and the Deposit Agreement
shall terminate on that Termination Date.


 


(b)       After
the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations
to the Depositary under Sections 5.8 and 5.9 of that Agreement.


 


(c)       At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under the Deposit Agreement
and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder,
unsegregated and without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that
remain outstanding, and those Owners will be general creditors of the Depositary with respect to those net proceeds and that
other cash. After making that sale, the Depositary shall be discharged from all obligations under the Deposit Agreement,
except (i) to account for the net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the
surrender of American Depositary Shares, any expenses for the account of the Owner of such American Depositary Shares in
accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges) and (ii)
for its obligations under Section 5.8 of that Agreement and (iii) to act as provided in paragraph (d) below.


 






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(d)       After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities
(that have not been sold), may sell rights and other property as provided in the Deposit Agreement and shall deliver Deposited
Securities (or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the
fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American
Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental
charges). After the Termination Date, the Depositary shall not accept deposits of Shares or deliver American Depositary Shares.
After the Termination Date, (i) the Depositary may refuse to accept surrenders of American Depositary Shares for the purpose of
withdrawal of Deposited Securities (that have not been sold) or reverse previously accepted surrenders of that kind that have not
settled if in its judgment the requested withdrawal would interfere with its efforts to sell the Deposited Securities, (ii) the
Depositary will not be required to deliver cash proceeds of the sale of Deposited Securities until all Deposited Securities have
been sold and (iii) the Depositary may discontinue the registration of transfers of American Depositary Shares and suspend the
distribution of dividends and other distributions on Deposited Securities to the Owners and need not give any further notices or
perform any further acts under the Deposit Agreement except as provided in Section 6.2 of that Agreement.


 


		22.	DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.



 


(a)       Notwithstanding
the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof
to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated
securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature
of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary
to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares
to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register
that transfer.


 






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(b)       In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is
claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery as described in paragraph (a) above
has the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For
the avoidance of doubt, the provisions of Sections 5.3 and 5.8 of the Deposit Agreement apply to the matters arising from the use
of the DRS/Profile. The parties agree that the Depositary’s reliance on and compliance with instructions received by the
Depositary through the DRS/Profile system and otherwise in accordance with the Deposit Agreement, shall not constitute negligence
or bad faith on the part of the Depositary.


 


		23.	APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER
OF IMMUNITIES.



 


The Company has (i)
appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as the Company's authorized agent
in the United States upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of
any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that
service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in
any such suit or proceeding.


 


EACH PARTY TO THE
DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE
COMPANY AND/OR THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES,
THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR
THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION
(WHETHER BASED ON CONTRACT, TORT, UNITED STATES FEDERAL SECURITIES LAW OR ANY OTHER THEORY).


 


To the extent
that the Company or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to
it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the
giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process
or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings
may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in
connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement,
the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead
or claim, any such immunity and consents to such relief and enforcement.


 






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