Companies Act

Shareholders of shares with put options may demand that the stock company acquire the shares with put options held by these shareholders; provided, however, that this does not apply if, if the properties provided for in Article 107, paragraph (2), item (ii), (b) through (e) are delivered in exchange for the acquisition of relevant shares with put options, the book value of these properties exceeds the distributable amount under Article 461, paragraph (2) on the day when relevant demand is made.

The demand pursuant to the provisions of the preceding paragraph must be submitted by disclosing the number of shares with put options relating to relevant demand (or, for a company with class shares, the classes of the shares with put options and the number of shares for each class).

If shareholders of a share certificate-issuing company intend to submit demand pursuant to the provisions of paragraph (1) with respect to the shares with put options held by the same, they must submit the share certificates representing the shares with put options to the share certificate-issuing company; provided, however, that this does not apply if no share certificate representing relevant shares with put options is issued.

A stock company acquires the shares with put options relating to a demand pursuant to the provisions of paragraph (1) of the preceding Article on the day of relevant demand.

In the cases set forth in the following items, a shareholder who submits a demand pursuant to the provisions of paragraph (1) of the preceding Article becomes a person specified in each of those items in accordance with the provisions with respect to the matters provided for in Article 107, paragraph (2), item (ii) (or, for a company with class shares, Article 108, paragraph (2), item (v)) on the day of the demand:

if there are provisions on the matters set forth in Article 107, paragraph (2), item (ii), (b):holders of the bonds referred to (b) of that item;

if there are provisions on the matters set forth in Article 107, paragraph (2), item (ii), (c):share option holders referred to (c) of that item;

if there are provisions on the matters set forth in Article 107, paragraph (2), item (ii), (d):holders of bonds constituting the bonds with share option referred to in (d) of that item, and the holders of share options attached to those bonds;

if there are provisions on the matters set forth in Article 108, paragraph (2), item (v), (b):holders of the relevant other shares under (b) of that item.

In the cases provided for in item (iv) of the preceding paragraph, if the number of the relevant other shares provided for in that item includes a fractional share, it is to be rounded off. In these cases, unless otherwise provided in the articles of incorporation, the stock company must, in accordance with the categories of the cases set forth in the following items, deliver to the shareholders who submitted demands pursuant to the provisions of paragraph (1) of the preceding Article the monies in the amount equivalent to the amount obtained by multiplying the amount provided for in each of these items by the fractional share:

if relevant shares are shares with a market price:the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the market price of one relevant share;

in cases other than the cases set forth in the preceding item:the amount of net assets per share.

The provisions of the preceding paragraph apply mutatis mutandis to cases where there is a fractional share with respect to the bonds and share options of the stock company. In these cases, the term "amount of net assets per share" in item (ii) of that paragraph is deemed to be replaced with "the amount prescribed by Ministry of Justice Order".

If there are provisions with respect to the matters set forth in Article 107, paragraph (2), item (iii), (b), the stock company must prescribe the day under (b) of that item by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

If a stock company prescribes the day under Article 107, paragraph (2), item (iii), (b), the stock company must notify the shareholders of the shares subject to call (or, if there are provisions with respect to the matters set forth in (c) of that item, the shareholders of shares subject to call who are determined under the provisions of paragraph (1) of the following Article) and the registered pledgees of shares thereof of relevant day no later than two weeks prior to relevant day.

A public notice may be substituted for the notice under the provisions of the preceding paragraph.

If there are provisions with respect to the matters set forth in Article 107, paragraph (2), item (iii), (c), if a stock company intends to acquire shares subject to call, it must determine the shares subject to call that it intends to acquire.

The shares subject to call under the preceding paragraph must be determined by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

If a stock company makes the determination pursuant to the provisions of paragraph (1), the stock company must immediately notify the shareholders of the shares subject to call who are identified pursuant to the provisions of that paragraph and the registered pledgees of shares thereof to the effect that the stock company will acquire the shares subject to call.

A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph.

A stock company acquires, on the day when the grounds under Article 107, paragraph (2), item (iii), (a) have arisen (or, if there are provisions with respect to the matters set forth in (c) of that item, on the day set forth in item (i) or the day set forth in item (ii) below, whichever comes later; the same applies in the following paragraph and paragraph (5)), the shares subject to call (or, if there are provisions with respect to the matters set forth in paragraph (2), item (iii), (c) of that Article, those determined pursuant to the provisions of paragraph (1) of the preceding Article; the same applies in the following paragraph):

the day when grounds under Article 107, paragraph (2), item (iii), (a) have arisen; or

the day of notice pursuant to the provisions of paragraph (3) of the preceding Article, or the day when two weeks have lapsed from the day of the public notice under paragraph (4) of that Article.

In the cases set forth in the following items, the shareholders of the shares subject to call (excluding the relevant stock company) become the persons specified in each of those items in accordance with the provisions with respect to the matters provided for in Article 107, paragraph (2), item (iii), (a) (or, for a company with class shares, Article 108, paragraph (2), item (vi)) on the day when the grounds under Article 107, paragraph (2), item (iii), (a) arise:

if there are provisions on the matters set forth in Article 107, paragraph (2), item (iii), (d):holders of the bonds referred to in (d) of that item;

if there are provisions on the matters set forth in Article 107, paragraph (2), item (iii), (e):share option holder referred to in (e) of that item;

if there are provisions on the matters set forth in Article 107, paragraph (2), item (iii), (f):holders of the bonds constituting the bonds with share option referred to in (f) of that item, and holders of share options attached to those bonds;

if there are provisions on the matters set forth in Article 108, paragraph (2), item (vi), (b):holders of the relevant other shares referred to in (b) of that item.

A stock company must notify the shareholders of shares subject to call and registered pledgees of shares thereof without delay after grounds have arisen referred to in Article 107, paragraph (2), item (iii), (a) (if there are provisions regarding the matters set forth in (c) of that item, the holders of shares subject to call determined pursuant to the provisions of paragraph (1) of the preceding Article, and the registered pledgees of shares) to the effect that relevant grounds have arisen; provided, however, that this does not apply if the stock company has given notice referred to in the provisions of Article 168, paragraph (2) or has given public notice referred to in the provisions of paragraph (3) of that Article.

A public notice may be substituted for the notice referred to in the provisions of the preceding paragraph.

The provisions of the preceding paragraphs do not apply if, if the properties provided for in Article 107, paragraph (2), item (iii), (d) through (g) is delivered in exchange for the acquisition of the shares subject to call, the book value of relevant properties exceeds the distributable amount under Article 461, paragraph (2) on the day when the grounds under Article 107, paragraph (2), item (iii), (a) arose.

A company with class shares which has issued shares subject to class-wide call (meaning the class shares that have provisions with respect to the matters set forth in Article 108, paragraph (1), item (vii) hereof; hereinafter the same applies in this Subsection) may acquire all of the shares subject to class-wide call by a resolution at a shareholders meeting. In these cases, the following matters must be prescribed by a resolution at relevant shareholders meeting:

if monies, etc. will be delivered in exchange for the acquisition of the shares subject to class-wide call, the following matters with respect to relevant monies, etc. (hereinafter in this Article referred to as "consideration for acquisition"):

if relevant consideration for acquisition consists of the shares in the stock company, the classes of relevant shares and the number of shares for each class, or the method for calculating the numbers;

if relevant consideration for acquisition consists of the bonds of the stock company (excluding those with respect to the bonds with share option), the classes of relevant bonds and the total amount of bonds for each class, or the method for calculating the total amounts;

if consideration for acquisition consists of the share options of the stock company (excluding those attached to bonds with share option), the features and number of relevant share options, or the method for calculating the number;

if relevant consideration for acquisition consists of the bonds with share option of the stock company, the matters prescribed in (b) above with respect to relevant bonds with share option, and the matters prescribed in (c) above with respect to the share options attached to relevant bonds with share option; and

if relevant consideration for acquisition consists of properties other than the shares, etc. of the stock company, the description and number or value of relevant properties, or the method for calculating the number or value;

in the cases provided for in the preceding item, the matters regarding the allotment of the consideration for acquisition to the shareholders of the shares subject to class-wide call;

the day on which the stock company will acquire the shares subject to class-wide call (hereinafter in this Subsection referred to as "acquisition day").

The provisions regarding the matters set forth in item (ii) of the preceding paragraph must stipulate that the consideration for acquisition will be allotted in proportion to the number of the shares subject to class-wide call held by the shareholders (excluding the relevant stock company).

The directors, at the shareholders meeting under paragraph (1) above, must explain the reasons for the need to acquire all of the shares subject to class-wide call.