Japanese Model Articles of Associaiton Part 2

PART 2　　Shares

(Total number of shares to be issued by the Company)
The total number of shares authorized to be issued by the Company shall be 10,000 shares.

(Registration of the shares to be transferred)
Any transfer of shares of the Company shall require the prior approval of the Company.

(Demand for Sale to Heirs)
The Company can require that a person who has acquired the Company’s shares by general succession, including inheritance, shall sell such shares to the Company.

(Registration of the shares to be transferred)　
A person who desires to acquire shares shall make their request certifying that the Company shall record the transference in the shareholder registry using the application form prescribed by the Company, affixing his/her signature or seal thereto, certifying that the application. The application shall be made jointly by the new shareholders and old shareholders or his/her general successors including his/her heirs except for the cases prescribed by the applicable Ordinance of the Ministry of Justice as cases of no likelihood of detriment to interested parties.

(Application fee)
Along with the request referred to in Art 8, the applicant shall pay a fee for the application.

(Recorded Date)
The Company shall consider shareholders who are recorded in the shareholder registry on the end of fiscal year of each year as shareholders entitled to exercise their rights at a shareholders general meeting (hereinafter in this article referred to as “Shareholders as of the Recorded Date”). In cases where the rights that the Shareholders as of the Recorded Date can exercise are voting right at a shareholders general meeting, the Company may prescribe that some or all persons who acquire shares on or after such Recorded Date are persons who may exercise such right; provided, however, that this provision shall not prejudice the rights of the Shareholders as of the Recorded Date of such shares.
(2) If the Company has prescribed a Recorded Date, it shall give public notice of such Recorded Date and the matters prescribed pursuant to the provisions of the preceding paragraph no later than two weeks prior to such Recorded Date.

(Share register)　
Shareholders or their legal representatives shall inform the Company of their names, addresses, the number of shares held by the shareholders, the date or dates when the shareholders acquired the shares and seals; provided, however, that as for foreigners who customarily use signatures, signatures may be used in place of seals. When any change has occurred in matters listed in the shareholder registry, it is necessary to report these to the Company.

(Issue of Shares for Subscription)
Issue of Shares for Subscription shall be made by a majority vote of two thirds or more of the shareholders present at the meeting provided that shareholders holding a majority of the votes of all the shareholders entitled to exercise their votes at such shareholders meeting are present.

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