Companies Act

If a stock company intends to commit any of the following acts, it must obtain the approval of the contracts relating to the acts by the resolution at the shareholders meeting no later than the day immediately preceding the day when relevant act takes effect (hereinafter in this Chapter referred to as "effective "ay"):

the transfer of the entire business;

the transfer of significant part of the business (excluding the transfer in which the book value of the assets to be transferred to others by relevant transfer does not exceed one fifth (or, if any proportion less than that is provided for in the articles of incorporation, the proportion) of the amount calculated by the method prescribed by Ministry of Justice Order as the total assets of relevant stock company);

the transfer of all or part of shares or equity interests of the subsidiary company (limited to transfers in cases corresponding to all of the following):

if the book value of shares or equity interests to be transferred by the transfer exceeds one fifth (if any proportion less than that is provided for in the articles of incorporation, the proportion) of the amount calculated by the method prescribed by Ministry of Justice Order as the total assets of the stock company; and

if the stock company does not have the majority of the total votes of the subsidiary company on the effective day;

the acceptance of transfer of entire business of another company (including foreign corporations and other corporations; the same applies in the following Article);

the entering into, changing or termination of contracts for the lease of the entire business, contracts for the entrustment of the management of the entire business, contracts for sharing with others the entirety of profit and loss of business and other contracts equivalent to the above;

the acquisition at any time within two years after the incorporation of relevant stock company (limited to the stock company that was incorporated by the method set forth in each item of Article 25, paragraph (1); hereinafter the same applies in this item) of assets of relevant stock company that existed prior to relevant incorporation and continues to be used for its business; provided, however, that the cases where the proportion of the amount set forth in (a) to the amount set forth in (b) does not exceed one fifth (or, if any lower proportion is provided for in the articles of incorporation, the proportion) are excluded:

the total book value of the assets that are issued as the consideration for relevant assets;

the amount calculated by the method prescribed by Ministry of Justice Order as the net assets of relevant stock company.

If the act set forth in item (iii) of the preceding paragraph is committed, if the assets transferred to the stock company which commits relevant act include shares of relevant stock company, directors must explain the matters regarding relevant shares at a shareholders meeting under that paragraph.

The provisions of the preceding Article do not apply if other party to the contracts relating to the acts set forth in paragraph (1), items (i) through (iv) of that Article (hereinafter in this Chapter referred to as " business transfer, etc.") is the special controlling company (meaning the relevant other company if nine tenths (or, if any proportion higher than that is provided for in the articles of incorporation, the proportion) or more of the voting rights of all shareholders of a stock company are held by other company, and by stock companies all of the issued shares in which are held by relevant other company and other corporations prescribed by Ministry of Justice Order as entities equivalent to the above; the same applies hereinafter) of the stock company that effects relevant business transfer, etc.

The provisions of the preceding Article do not apply if the act set forth in paragraph (1), item (iii) of that Article is carried out, and the proportion of the amount set forth in item (i) to the amount set forth in item (ii) does not exceed one fifth (or, if any lower proportion is provided for in the articles of incorporation, relevant proportion):

the total book value of the assets that are issued as the consideration for all business of relevant other company;

the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of relevant stock company.

In the cases provided for in the preceding paragraph, if shareholders that hold the shares (limited to those that entitle the shareholders to exercise voting rights at a shareholders meeting under paragraph (1) of the preceding Article) in the number prescribed by Ministry of Justice Order notify the stock company that carries out the act set forth in paragraph (1), item (iii) of the preceding Article to the effect that relevant shareholders dissent from relevant act, within two weeks from the day of the notice under the provisions of paragraph (3) of the following Article or the public notice under paragraph (4) of that Article, relevant stock company must obtain the approval of the contract relating to relevant act by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.

If business transfer, etc. is to be effected (excluding the following cases), dissenting shareholders may demand that the stock company effecting the business transfer, etc. purchase, at a fair price, the shares that they hold:

if the act set forth in Article 467, paragraph (1), item (i) is performed, and the resolution at a shareholders meeting under Article 471, item (iii) is passed simultaneously with the resolution at a shareholders meeting under the same paragraph; and

cases prescribed in paragraph (2) of the preceding Article (excluding the cases prescribed in paragraph (3) of the same Article).

The dissenting shareholders provided for in the preceding paragraph means the shareholders provided for in each of the following items in the cases set forth in the same items:

if a resolution at a shareholders meeting (including a general meeting of class shareholders) is required to effect the business transfer, etc.: the following shareholders:

shareholders who gave notice to relevant stock company to the effect that they dissented from relevant business transfer, etc. prior to relevant shareholders meeting and who dissented from relevant business transfer, etc. at relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meetings);

shareholders who cannot exercise voting rights at relevant shareholders meetings;

in cases other than those prescribed in the preceding item:all shareholders (excluding the special controlling company in the cases prescribed in paragraph (1) of the preceding Article).

A stock company that intends to effect the business transfer, etc. must give notice to its shareholders (excluding the special controlling company in the cases prescribed in paragraph (1) of the preceding Article) to the effect that it intends to effect the business transfer, etc. (or, in the cases provided for in Article 467, paragraph (2), to the effect that the stock company will carry out the act set forth in paragraph (1), item (iii) of that Article and of the matters regarding shares under paragraph (2) of that Article), no later than twenty days prior to the effective day.

A public notice may be substituted for the notice pursuant to the provisions of the preceding paragraph in the following cases:

if the stock company which effects the business transfer, etc. is a public company;

if the stock company which effects the business transfer, etc. receives the approval of the contract relating to the business transfer, etc. by the resolution at a shareholders meeting under Article 467, paragraph (1).

To make a demand under the provisions of paragraph (1) (hereinafter in this Chapter referred to as the "exercise of appraisal rights"), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with classes of shares, the classes of the shares and the number of shares for each class), between twenty days prior to the effective day and the day immediately preceding the effective day.

When intending to exercise appraisal rights concerning shares for which share certificates have been issued, shareholders of those shares must submit share certificates representing those shares to the stock company that effects the business transfer, etc.;provided, however, that this does not apply to a person who makes a request pursuant to the provisions of Article 223 with regard to those share certificates.

Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the stock company that effects the business transfer, etc.

The demands of the shareholders exercising appraisal rights lose effect if the business transfer, etc. is canceled.

The provisions of Article 133 do not apply to shares that are the subject of the exercise of appraisal rights.

If a shareholder exercises appraisal rights and an agreement determining the price of shares is reached between the shareholder and the stock company effecting the business transfer, etc., 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 under the preceding paragraph 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 (7) of the preceding Article, in the cases provided for in the preceding paragraph, if the petition under that 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.

Stock companies under paragraph (1) 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 that paragraph.

The stock company under paragraph (1) may pay to shareholders the amount that the stock company considers to be a fair price until the determination of the share price.

A share purchase for 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.