Companies Act

A stock company acquiring shares subject to class-wide call must keep documents detailing the information set forth in the items of paragraph (1) of the preceding Article or other information prescribed by Ministry of Justice Order, or electronic or magnetic records in which the information has been recorded, at its head office for the period from the earliest of the following days until the day when six months elapse after the acquisition day:

the day two weeks before the day of the shareholders meeting under paragraph (1) of the preceding Article (in the case under Article 319, paragraph (1), the day the proposal under that paragraph is made); or

the day of notice pursuant to the provisions of Article 172, paragraph (2) or the day of the public notice under paragraph (3) of that Article, whichever comes first.

Shareholders of a stock company acquiring share subject to class-wide call may make the following request to relevant stock company at any time during the business hours; provided, however, that the shareholders must pay the cost specified by relevant stock company in order to make 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 the 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.

If acquisition of shares subject to class-wide call pursuant to the provisions of Article 171, paragraph (1) violates laws and regulations or the articles of incorporation, when shareholders are likely to suffer a disadvantage, shareholders may demand to cease the acquisition of the shares subject to class-wide call from the stock company.

If the matters set forth in each item of Article 171, paragraph (1) are prescribed, the following shareholders may file a petition for the court to determine the price of the shares subject to class-wide call for the acquisition by the stock company, between twenty days prior the acquisition day and the day immediately preceding the acquisition day:

shareholders who give notice to relevant stock company to the effect that they dissent from the acquisition by the stock company of the shares subject to class-wide call act prior to relevant shareholders meeting and do dissent from relevant acquisition at that shareholders meeting (limited to those who can exercise voting right at that shareholders meeting);

shareholders who cannot exercise voting right at that shareholders meeting.

A stock company must notify shareholders of shares subject to class-wide call that the stock company acquires all of the shares subject to class-wide call by twenty days before the acquisition day.

The notice under the provisions of the preceding paragraph may be substituted with a public notice.

The stock company must also pay the interest on the price determined by the court at the statutory interest rate from and including the acquisition day.

A stock company may pay to shareholders the amount that relevant stock company considers to be a fair price until the determination of the price of shares subject to class-wide call for acquisition.

A stock company acquires shares subject to class-wide call on the acquisition day.

In the cases set forth in the following items, shareholders of the shares subject to class-wide call other than the stock company (excluding shareholders who file a petition under paragraph (1) of the preceding Article) become the person specified in each of those items in accordance with provisions made by a resolution at the shareholders meeting under Article 171, paragraph (1) on the acquisition day:

if there are provisions on the matters set forth in Article 171, paragraph (1), item (i), (a):the holders of shares referred to in (a) of that item;

if there are provisions on the matters set forth in Article 171, paragraph (1), item (i), (b):the holders of bonds referred to in (b) of that item;

if there are provisions on the matters set forth in Article 171, paragraph (1), item (i), (c):the holders of share option referred to in (c) of that item;

if there are provisions on the matters set forth in Article 171, paragraph (1), item (i), (d):the holders of bonds constituting the bonds with share option referred to in (d) of that item, and holders of the share option attached to those bonds.

A stock company must prepare a document or electronic or magnetic record in which it details or records the number of shares subject to class-wide call that the stock company acquired and other information prescribed by Ministry of Justice Order as information related to the acquisition of shares subject to class-wide call, after the acquisition 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 acquisition day.

Shareholders of a stock company that acquired shares subject to class-wide call or persons who were shareholders of shares subject to class-wide call on the acquisition day may make the following requests of the stock company at any time during its business hours; provided, however, that the cost specified by relevant stock company must be paid in order to make 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 provide in the articles of incorporation to the effect that it may demand that a person who has acquired shares (limited to shares with restriction on transfer) in relevant stock company by general succession, including inheritance, sell relevant shares to that stock company.

If there are provisions of the articles of incorporation under the provisions of the preceding Article, whenever a stock company intends to effect a demand pursuant to the provisions of paragraph (1) of the following Article, it must prescribe the following matters by a resolution at a shareholders meeting:

the number of shares for which the stock company intends to effect the demand pursuant to the provisions of paragraph (1) of the following Article (or, for a company with class shares, the classes of the shares and the number of shares for each class); and

the names of the persons who hold the shares under the preceding item.

The persons under item (ii) of the preceding paragraph may not exercise voting right at the shareholders meeting under that paragraph; provided, however, that this does not apply if all shareholders other than the persons under that paragraph may not exercise the voting right at relevant shareholders meeting.

If a stock company determines the matters set forth in each item of paragraph (1) of the preceding Article, it may demand that the persons under item (ii) of that paragraph sell the shares under item (i) of that paragraph to relevant stock company; provided, however, that this does not apply when one year has lapsed from the day when that stock company acquires knowledge of the general succession, including inheritances.

Demands pursuant to the provisions of paragraph (1) must be made by disclosing the number of shares relating to relevant demand (or, for a company with class shares, the classes of the shares and the number of shares for each class).

A stock company may withdraw a demand under the provisions of paragraph (1) at any time.

If notice is given under the provisions of paragraph (1) of the preceding Article, the sale price of the shares under Article 175, paragraph (1), item (i) is prescribed through discussion between the stock company and the persons under item (ii) of that paragraph.

The stock company or persons under Article 175, paragraph (1), item (ii) may file a petition for the court to determine the sale price within twenty days from the day when a demand is made under the provisions of paragraph (1) of the preceding Article.

In order to make the determination under the preceding paragraph, the court must consider the financial conditions of the stock company at the time of the demand pursuant to the provisions of paragraph (1) of the preceding Article and all other circumstances.

Notwithstanding the provisions of paragraph (1), if a petition is made under paragraph (2) within the period provided for in that paragraph, the amount determined by the court in response to relevant petition is to be the sale price of the shares under Article 175, paragraph (1), item (i).

If no petition is made under paragraph (2) within the period provided for in that paragraph (except if the discussions under paragraph (1) are successfully concluded within the period), a demand under the provisions of paragraph (1) of the preceding Article becomes ineffective.

A stock company may cancel its treasury shares. In these cases, the stock company must determine the number of the treasury shares it intends to cancel (or, for a company with class shares, the classes of the shares and the number of treasury shares for each class).

For a company with board of directors, the determination under the provisions of the second sentence of the preceding paragraph must be made by a resolution at a board of directors meeting.