Companies Act

In cases of carrying out any one of the acts set forth in the following items, holders of share options of the disappearing stock company, etc. provided for in those items may demand that the disappearing stock company, etc. purchase, at a fair price, the share options that they hold:

consolidation-type merger:share options other than those for which provisions on the matters set forth in Article 753, paragraph (1), item (x) or (xi) meet the conditions set forth in Article 236, paragraph (1), item (viii) (limited to those related to (a) of that item);

incorporation-type company split (limited to cases where the company incorporated in the incorporation-type split is a stock company): among the following share options, share options other than those for which provisions on the matters set forth in Article 763, paragraph (1), item (x) or (xi) meet the conditions set forth in Article 236, paragraph (1), item (viii) (limited to those related to (c) of that item):

share options in the incorporation-type split plan; and

share options other than share options in the incorporation-type split plan and for which there are provisions to the effect that, in the case of effecting an incorporation-type company split, share options of the stock company incorporated in the incorporation-type split are to be delivered to holders of the share options; or

share exchange: among the following share options, share options other than those for which provisions on the matters set forth in Article 773, paragraph (1), item (ix) or (x) meet the conditions set forth in Article 236, paragraph (1), item (viii) (limited to those related to (e) of that item):

share options under share transfer plan; and

share options other than share options under share transfer plan and for which there are provisions to the effect that, in the case of effecting a share transfer, share options in the wholly owning parent company incorporated in a share transfer are to be delivered to holders of relevant share options.

If holders of the share options attached to bonds with share options intend to make the demand under the preceding paragraph (hereinafter referred to as the "exercise of appraisal rights on share options" in this Division), they must also demand that the disappearing stock company purchase the bonds concerning bonds with share options; provided, however, that this does not apply if it is otherwise provided for with respect to the share options attached to relevant bonds with share options.

The disappearing stock company, etc. set forth in the following items must notify holders of share options provided for in those items that they will effect a consolidation-type merger, etc. and the trade names and address of the disappearing company, etc. and the incorporated company, within two weeks from the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1) (or, in the cases prescribed in paragraph (2) of that Article, the day of obtainment of the consent of all shareholders referred to in that paragraph, and in the cases prescribed in Article 805, the day of preparation of the incorporation-type company split plan):

stock company disappearing in the consolidation-type merger:all share options;

stock company splitting in the incorporation-type split if the company incorporated in the incorporation-type split is a stock company: the following share options:

share options in the incorporation-type split plan; and

share options other than share options in the incorporation-type split plan and for which there are provisions to the effect that, in the case of effecting an incorporation-type company split, share options of the stock company incorporated in the incorporation-type split are to be delivered to holders of relevant share options; and

wholly owned subsidiary company resulting from a share transfer: the following share options:

share options under share transfer plan; and

share options other than the share options in the share transfer plan, for which there are provisions to the effect that, in the case of effecting a share transfer, share options in the wholly owning parent company incorporated in a share transfer are to be delivered to holders of relevant share options.

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

To exercise appraisal rights on share options, the share option holder must indicate the number of share options with regard to which the holder is exercising appraisal rights, within twenty days from the day of the notice under the provisions of paragraph (3) or the public notice under the preceding paragraph.

When intending to exercise appraisal rights on share options in respect of share options for which share option certificates have been issued, the holder of those share options must submit to a disappearing stock company, etc. the share option certificates; provided, however, that this does not apply to a person who files a petition for public notice as prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to those share option certificates.

When intending to exercise appraisal rights on share options in respect of share options attached to bonds with share options for which certificate representing the bond with share options have been issued, the holder of those share options must submit to the disappearing stock company, etc. the certificate representing the bond with share options; provided, however, that this does not apply to a person who files a petition for public notice as prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to that certificate representing the bond with share options.

Share option holders exercising appraisal rights on share options may withdraw their demands for appraisal of the share options only with the approval of the disappearing stock company, etc.

The demands of the share option holders exercising appraisal rights on share options lose effect if the consolidation-type merger, etc. is cancelled.

The provisions of Article 260 do not apply to share options for exercise of appraisal rights on share options.

If a share option holder exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options (if the share options are attached to bonds with share options, and there a holder thereof demands that the disappearing stock company, etc. purchase the bonds constituting those bonds with share options, including relevant bonds; hereinafter the same applies in this Article) is reached between the share option holder and the disappearing stock company, etc. (after the day of formation of the company incorporated in the consolidation-type merger in cases of effecting a consolidation-type merger, the company incorporated in the consolidation-type merger; hereinafter the same applies in this Article), the disappearing stock company, etc. must make payment within sixty days from the day of formation of the incorporated company.

If no agreement on the determination of the price of the share options is reached within thirty days from the day of formation of the incorporated company, share option holders or the disappearing stock company, etc. 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 (8) of the preceding Article, in the cases prescribed in the preceding paragraph, if the petition under that paragraph is not filed within sixty days from the day of formation of the incorporated company, share option holders exercising appraisal rights on the share options may withdraw their demands for appraisal of the share options at any time after the expiration of the period.

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

A disappearing stock company, etc. may pay the amount that the disappearing stock company, etc. considers to be a fair price to share option holders by the determination of price of share options.

The purchase of share options relating to the exercise of appraisal rights on share option becomes effective on the day of formation of the incorporated company.

If a share option holder exercises appraisal rights on share options with respect to share options for which share option certificates are issued, the disappearing stock company, etc. must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the share option certificates.

If a share option holder exercises appraisal rights on share options with respect to share options attached to a bond with share options for which a certificate for a bond with share options is issued, the disappearing stock company, etc. must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the certificate for the bond with share options.

In the cases set forth in the following items, the creditors provided for in those items may state their objections to the consolidation-type merger, etc. to the disappearing stock company, etc.:

in cases of effecting a consolidation-type merger:creditors of any stock company disappearing in the consolidation-type merger;

in cases of effecting an incorporation-type company split:creditors of the stock company splitting in the incorporation-type split who are unable to request the stock company splitting in the incorporation-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the incorporation-type split jointly and severally assumes with the company incorporated in the incorporation-type split as a guarantor) (or, if there are provisions on the matter set forth in Article 763, paragraph (1), item (xii) or Article 765, paragraph (1), item (viii), creditors of the stock company splitting in the incorporation-type split); or

if the share options under share transfer plan are share options attached to bonds with share options:bond holders regarding relevant bonds with share options.

If all or part of the creditors of the disappearing stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the disappearing stock company, etc. must give public notice of the matters set forth below in Official Gazette and must give notices separately to each known creditor (limited to one who is able to state an objection pursuant to the provisions of that paragraph), if any; provided, however, that the period under item (iv) may not be less than one month:

a statement that a consolidation-type merger, etc. will be effected;

the trade name and address of the other consolidated company, etc. and the incorporated company;

the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of the disappearing stock company, etc.; and

a statement to the effect that creditors may state their objections within a certain period of time.

Notwithstanding the provisions of the preceding paragraph, if the disappearing stock company, etc. gives public notice under that paragraph by the method of public notice set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph in addition to Official Gazette, the disappearing stock company, etc. is not required to give separate notices under the provisions of the preceding paragraph (excluding the notices to creditors of the obligations of the stock company splitting in the incorporation-type split that have arisen due to a tort in the case of effecting an incorporation-type company split).

If creditors do not raise any objections within the period under paragraph (2), item (iv), these creditors are deemed to have approved the consolidation-type merger, etc.

If creditors raise objections within the period under paragraph (2), item (iv), the disappearing stock company, etc. must make payment or provide reasonable security to these creditors, or entrust equivalent property to a trust company, etc. for the purpose of having these creditors receive the payment; provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant consolidation-type merger, etc.