Companies Act

Special controlling shareholders of a stock company (if a person if not less than nine-tenths of the votes of all shareholders of the stock company (if a higher proportion is provided for in the articles of incorporation of that stock company, that proportion) are held by that person other than that stock company and if a corporation prescribed by Ministry of Justice Order as a stock company all of the issued shares of which are held by that person or one equivalent thereto (hereinafter referred to as "wholly owned subsidiary corporation of the special controlling shareholder" in this Article and paragraph (1) of the following Article), meaning that person; the same applies hereinafter) may demand from all shareholders of relevant stock company (excluding relevant stock company and the special controlling shareholders) to sell all of the shares of that stock company that they hold to relevant special controlling shareholder; provided, however, that these special controlling shareholders may choose not to make a demand to a wholly owned subsidiary corporation of the special controlling shareholder.

When making a demand pursuant to the provisions of the preceding paragraph (hereinafter referred to as "demand for cash-out" in this Chapter and Article 846-2, paragraph (2), item (i)), a special controlling shareholders may also request from all of the share option holders (excluding subject company and the special controlling shareholders) of a stock company issuing shares for the demand for cash-out (hereinafter referred to as "subject company") to sell all of the share options of the subject company that they have to relevant special controlling shareholders; provided, however, that the special controlling shareholders may choose not to make a demand to a wholly owned subsidiary corporation of the special controlling shareholder.

When making a demand pursuant to the provisions of the preceding paragraph with regard to share options (hereinafter referred to as "demand for share option cash-out") attached to bonds with share option, special controlling shareholders must also demand to sell all bonds concerning bonds with share option to the special controlling shareholders; provided, however, that this does not apply to cases where it is otherwise provided for with respect to the share options attached to relevant bonds with share option.

The demand for share, etc. cash-out must be made by specifying the matters set forth below:

when choosing not to make a demand for share, etc. cash-out to a wholly owned subsidiary corporation of the special controlling shareholder, to that effect and the name of relevant wholly owned subsidiary corporation of the special controlling shareholder;

the amount of money to be delivered to shareholders who sell shares of the subject company that they hold by demand for cash-out (hereinafter the shareholders are referred to as "shareholders subject to the cash-out") as the value for the shares (hereinafter referred to as "shares subject to the cash-out" in this Chapter) or the calculation method;

matters related to allotment of money under the preceding item to shareholders subject to the cash-out;

when making a demand for share option cash-out (including the demand pursuant to the provisions of paragraph (3) of the preceding Article if share options related to the demand for share option cash-out is attached to bonds with share option; the same applies hereinafter) along with the demand for cash-out, to that effect and the following matters:

when choosing not to make a demand for share option cash-out to a wholly owned subsidiary corporation of the special controlling shareholder, to that effect and the name of the wholly owned subsidiary corporation of the special controlling shareholder;

the amount of money to be delivered to a share option holder who sells share options of the subject company that the share option holder holds by the demand for share option cash-out (hereinafter the person is referred to as "share option holder subject to the cash-out") as the value of the share options (if the share option is the one attached to bonds with share option, and making a demand pursuant to the provisions of paragraph (3) of the preceding Article, including bonds for relevant bonds with share option; hereinafter referred to as "share options subject to the cash-out" in this Part) or the calculation method; and

matters related to the allotment of money under (b) to a share option holder subject to the cash-out;

the day when a special controlling shareholder acquires shares subject to the cash-out (if making a demand for share option cash-out along with the demand for cash-out, shares subject to the cash-out and share options subject to the cash-out; hereinafter referred to as "shares, etc. subject to the cash-out") (hereinafter that day is referred to as "acquisition day" in this Section); and

beyond what is set forth in the preceding items, matters prescribed by Ministry of Justice Order.

If a subject company is a company with class shares, a special controlling shareholder may stipulate that the allotment of money under item (ii) of the preceding paragraph will be treated differently for each class of shares subject to the cash-out as matters set forth in item (iii) of that paragraph depending on the content of class of shares issued by the subject company, and the content of the different treatment.

The provisions on matters set forth in paragraph (1), item (iii) must stipulate that money is delivered depending on the number of shares subject to the cash-out (if there are provisions prescribed in the preceding paragraph, the number of shares subject to the cash-out in each class) held by shareholders subject to the cash-out.

When a special controlling shareholder intends to make a demand for cash-out (in cases of making a demand for share option cash-out along with the demand for cash-out, the demand for cash-out and demand for share option cash-out; hereinafter collectively referred to as "demand for share, etc. cash-out"), the special controlling shareholder must notify the subject company to that effect and matters set forth in the items of paragraph (1) of the preceding Article, and must obtain its approval.

When a special controlling shareholder intends to make a demand for share option cash-out along with the demand for cash-out, the subject company may not approve only the demand for share option cash-out.

A company with board of directors must make a determination as to whether or not to approve by a resolution of the board of directors meeting.

When a subject company makes a determination as to whether or not to approve under paragraph (1), it must notify the special controlling shareholder of the content of the determination.

When a subject company approves under paragraph (1) of the preceding Article, it must notify the persons set forth in the following items of the matters specified in relevant items by twenty days before the acquisition day:

shareholders subject to the cash-out (if a special controlling shareholder makes a demand for share option cash-out along with the demand for cash-out, shareholders subject to the cash-out and share option holders subject to the cash-out; hereinafter collectively referred to as "shareholders, etc. subject to the cash-out" in this Section):the fact that the approval is granted, name and address of the special controlling shareholder, matters set forth in Article 179-2, paragraph (1), items (i) through (v), and other matters prescribed by Ministry of Justice Order; and

registered pledgee of shares subject to the cash-out (if a special controlling shareholder makes a demand for share option cash-out along with the demand for cash-out, registered pledgees of shares of shares subject to the cash-out and registered pledgees of share options of share option subject to the cash-out (relevant registered pledgee of share options means a registered pledgee of share options prescribed in Article 270, paragraph (1))):the fact that relevant approval is granted.

Notice under the provisions of the preceding paragraph (excluding those for shareholders subject to the cash-out) may be substituted with a public notice.

When a subject company makes notice pursuant to the provisions of paragraph (1) or public notice under the preceding paragraph, it is deemed that a special controlling shareholder has made a demand for share, etc. cash-out to shareholders, etc. subject to the cash-out.

The cost for notice pursuant to the provisions of paragraph (1) or public notice under paragraph (2) is paid by the special controlling shareholder.