Companies Act

If a shareholder exercises appraisal rights and an agreement determining the price of the shares is reached between the shareholder and the stock company, the stock company must pay that price within sixty days from the effective day.

If no agreement deciding the price of shares is reached within thirty days from the effective day, the shareholders or the stock company may file a petition for the court to determine the price within thirty days after the expiration of that period.

Notwithstanding the provisions of paragraph (6) of the preceding Article, in the cases provided for in the preceding paragraph, if the petition under the same paragraph is not made within sixty days after the effective day, shareholders exercising appraisal rights may withdraw their demands for appraisal at any time after the expiration of that period.

The stock company must also pay interest on the price determined by the court at the statutory interest rate from and including the day of the expiration of the period referred to in paragraph (1).

The stock company may pay to shareholders the amount the stock company considers as a fair price until the determination of the price of shares.

A share purchase connected with the exercise of appraisal rights becomes effective on the effective day.

If a shareholder exercises appraisal rights with respect to shares for which share certificates are issued, the share certificate-issuing company must pay the price of the shares relating to the exercise of the appraisal rights in exchange for the share certificates.

A stock company having consolidated shares must prepare a document or an electronic or magnetic record in which it details or records the total number of issued shares at the time when consolidation of shares comes into effect (in cases of a company with class shares, total number of the issued shares of class under Article 180, paragraph (2), item (iii)) and other information prescribed by Ministry of Justice Order as related to the consolidation of shares after the effective day without delay.

A stock company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for six months from the effective day.

Shareholders of a stock company that consolidated shares or persons who were shareholders of the stock company on the effective day may make the following requests from the stock company at any time during its business hours; provided, however, that the cost specified by the stock company must be paid for making a request set forth in items (ii) or (iv):

a request to inspect documents under the preceding paragraph;

a request for a transcript or extract of documents under the preceding paragraph;

a request to inspect anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in an electronic or magnetic record as referred to in the preceding paragraph; and

a request to be provided with the information recorded in an electronic or magnetic record as referred to in the preceding paragraph by an electronic or magnetic means that the stock company has designated, or a request to be issued a document showing that information.

A stock company may split its shares.

Whenever a stock company intends to split its shares, it must prescribe the following matters by a resolution at a shareholders meeting (or at a board of directors meeting for a company with board of directors):

the ratio of the total number of shares after the increase as a result of the share split to the total number of issued shares (or, for a company with class shares, issued shares of the classes under item (iii)) immediately before the share split, and the record date relating to that share split;

the day when the share split will become effective;

if the stock company is a company with class shares, the classes of the shares it splits.

Shareholders that have been entered or recorded in the shareholder register on the record date (or, for a company with class shares, class shareholders of the classes provided for in paragraph (2), item (iii) of the preceding Article that have been entered or recorded in the shareholder register on the record date) acquire, on the day provided for in item (ii) of that paragraph, shares in the number obtained by multiplying the number of shares (or, for a company with class shares, shares of the classes provided for in item (iii) of that paragraph; hereinafter the same applies in this paragraph) they hold on the record date, by the ratio provided for in paragraph (2), item (i) of that Article.

Notwithstanding the provisions of Article 466, a stock company (excluding a stock company that in fact issues two or more classes of shares) may, without a resolution at a shareholders meeting, effect an amendment to the articles of incorporation that is intended to increase the total number of authorized shares on the day provided for in paragraph (2), item (ii) of the preceding Article to the extent of the number obtained by multiplying the total number of authorized shares as of the day immediately preceding that day, by the ratio provided for in item (i) of that paragraph.

A stock company may allot the shares of that stock company to shareholders (or, for a company with class shares, shareholders of certain classes) without requiring them to make additional contribution (hereinafter in this Subsection referred to as "allotment of shares without contribution").

Whenever a stock company intends to effect the allotment of shares without contribution, it must prescribe the following matters:

the number of shares the stock company will allot to shareholders (or, for a company with class shares, the classes of shares and the number of shares for each class), or the method for calculating that number;

the day when that allotment of shares without contribution becomes effective; and

if the stock company is a company with class shares, the classes of shares held by the shareholders entitled to that allotment of shares without contribution.

The provisions regarding the matters set forth in item (i) of the preceding paragraph must stipulate that the shares under item (i) of that paragraph will be allotted in proportion to the number of shares (or, for a company with class shares, shares of the classes under item (iii) of that paragraph) held by shareholders (or, for a company with class shares, class shareholders of shares of the classes under item (iii) of that paragraph) other than that stock company.

The determination of the matters set forth in each item of paragraph (1) must be made by a resolution at a shareholders meeting (or of a board of directors meeting for a company with board of directors); provided, however, that this does not apply if it is otherwise provided in the articles of incorporation.

Shareholders to whom the shares under paragraph (1), item (i) of the preceding Article have been allotted become shareholders of the shares provided for in item (i) of that paragraph on the day provided for in item (ii) of that paragraph.

Without delay after the day provided for in item (ii) of that paragraph, a stock company must notify shareholders (or, for a company with class shares, class shareholders of the classes under item (iii) of that paragraph) and the registered pledgees of the shares thereof of the number of the shares (or, for a company with class shares, the classes of the shares and the number of shares for each class) that have been allotted to the shareholders.