Companies Act

The provisions of paragraphs (1) and (2) of preceding Article do not apply if, 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 of the parent company resulting from a partial share exchange, that proportion); provided, however, that this does not apply in the cases set forth in that paragraph or the cases where the parent company resulting from a partial share exchange is not a public company:

the total of the amounts set forth below:

the amount obtained by multiplying the number of shares of the parent company resulting from a partial share exchange to be delivered to resulting from a partial share exchange transferors of shares and share options, etc. of the subsidiary company by the amount of net assets per share;

the total amount of the book value of bonds, share options or bonds with share options of the parent company resulting from a partial share exchange to be delivered to transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange; and

the total amount of the book value of property other than shares, etc. of the parent company resulting from a partial share exchange to be delivered to transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange; and

the amount calculated by the method prescribed by Ministry of Justice Order as the amount of the net assets of the parent company resulting from a partial share exchange.

In the cases prescribed in the main clause of 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 parent company resulting from a partial share exchange to the effect that relevant shareholders dissent from relevant partial share exchange , within two weeks from the day of the notice under the provisions of Article 816-6, paragraph (3) or the public notice under paragraph (4) of that Article, relevant parent company resulting from a partial share exchange must obtain the approval of the partial share exchange plan by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.

If a partial share exchange violates laws and regulations or the articles of incorporation, when shareholders of the parent company resulting from a partial share exchange are likely to suffer disadvantage, the shareholders of the parent company resulting from a partial share exchange may demand that the parent company resulting from a partial share exchange cease the partial share exchange; provided, however, that this does not apply in the cases prescribed in the main clause of paragraph (1) of the preceding Article (excluding the cases prescribed in the proviso to the same paragraph or the provisions of paragraph (2) of that Article).

In the case of a partial share exchange, dissenting shareholders may demand that the parent company resulting from a partial share exchange purchase, at a fair price, the shares that they hold; provided, however, that this does not apply in the cases prescribed in the main clause of Article 816-4, paragraph (1) (excluding the cases prescribed in the proviso to the same paragraph or the provisions of paragraph (2) of that 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 partial share exchange: the following shareholders:

shareholders who gave notice to relevant parent company resulting from a partial share exchange to the effect that they dissented from relevant partial share exchange prior to relevant shareholders meeting and who dissented from relevant partial share exchange 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.

cases other than the one set forth in the preceding item:all shareholders.

A parent company resulting from a partial share exchange must notify shareholders that it will effect a partial share exchange and the trade name and address of the subsidiary company resulting from a partial share exchange by twenty days before 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 parent company resulting from a partial share exchange is a public company; or

if the parent company resulting from a partial share exchange receives approval for the partial share exchange by resolution at a shareholders meeting under Article 816-3, paragraph (1).

To make a demand under the provisions of paragraph (1) (hereinafter in this Section 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 class 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 related to the shares for which share certificates have been issued, a shareholder of relevant shares must submit the share certificates representing those shares to the parent company resulting from a partial share exchange; provided, however, that this does not apply to a person who makes a request pursuant to the provisions of Article 223 concerning relevant share certificates.

Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the parent company resulting from a partial share exchange.

The demands of the shareholders exercising appraisal rights lose effect if the partial share exchange is canceled.

The provisions of Article 133 do not apply to shares for the exercise of appraisal rights.

If a shareholder exercises appraisal rights and an agreement determining the price of the shares is reached between the shareholder and parent company resulting from a partial share exchange, the parent company resulting from a partial share exchange 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 parent company resulting from a partial share exchange 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.

The parent company resulting from a partial share exchange 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).

The parent company resulting from a partial share exchange may pay to shareholders the amount that the parent company resulting from a partial share exchange considers to be a fair price until the determination of the share price.

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.

In cases other than cases where the monies, etc. (excluding the shares of the parent company resulting from a partial share exchange) to be delivered to the transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange from the partial share exchange are limited to those prescribed by Ministry of Justice Order as being equivalent to shares in the parent company resulting from a partial share exchange, the creditors of the parent company resulting from a partial share exchange may state their objections to the partial share exchange to the parent company resulting from a partial share exchange.

If creditors of a parent company resulting from a partial share exchange may state their objections pursuant to the provisions of the preceding paragraph, relevant parent company resulting from a partial share exchange must give public notice of the matters set forth below in Official Gazette and must give notices inviting objections separately to each known creditor, if any; provided, however, that the period provided in item (iv) must be at least one month:

intent to effect a partial share exchange ;

trade name and address of the subsidiary company resulting from a partial share exchange;

the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements of the parent company resulting from a partial share exchange and subsidiary company resulting from a partial share exchange; and

the fact that creditors may state objections within a certain period of time.

Notwithstanding the provisions of the preceding paragraph, if a parent company resulting from a partial share exchange gives public notice under that paragraph by method of public notice set forth in Article 939, paragraph (1), item (ii) or (iii) in accordance with the provisions of the articles of incorporation pursuant to the provisions of that paragraph beyond Official Gazette, the stock company is not required to give separate notices under the provisions of the preceding paragraph.

If a creditor has not stated an objection within the period of time specified under the terms of paragraph (2) item (iv), the creditor is deemed to have approved the partial share exchange .

If the creditors raise objections within the period under paragraph (2), item (iv), the parent company resulting from a partial share exchange must make payment to or provide appropriate security to relevant creditors, or entrust appropriate assets to a qualified trust company for the purpose of assuring the payment to relevant creditors; provided, however, that this does not apply if there is no risk of harm to that creditors by relevant partial share exchange .

A parent company resulting from a partial share exchange may change the effective day.

The effective day changed pursuant to the provisions of the preceding paragraph must be a day within three months for the original effective day under the resulting from a partial share exchange plan.

In cases described in paragraph (1), the parent company resulting from a partial share exchange must provide public notice of the post-change effective day by the day immediately prior to the pre-change effective day (if the post-change effective day is a date prior to the pre-change effective date, the post-change effective day).

When the effective day is changed according to the provisions of paragraph (1), the post-change effective day is treated as the effective date, and the provisions of this Section (excluding paragraph (2)) and the preceding Chapter (excluding Article 774-3, paragraph (1), item (xi)) apply.

If the parent company resulting from a partial share exchange changes the effective day pursuant to the provisions of paragraph (1), the day provided in Article 774-3, paragraph (1), item (x) may be changed simultaneously with relevant change.

The provisions of paragraphs (3) and (4) apply mutatis mutandis to changes of the day provided in Article 774-3, paragraph (1), item (x) made pursuant to the provisions of the preceding paragraph. In these cases, the phrases "this Section (excluding paragraph (2)) and the preceding Chapter (excluding Article 774-3, paragraph (1), item (xi))" in paragraph (4) is replaced with "Article 774-4, Article 774-10, and the preceding paragraph."

A parent company resulting from a partial share exchange must prepare a document or electronic or magnetic record in which it details or records the number of shares of the subsidiary company resulting from a partial share exchange acquired by the parent company resulting from a partial share exchange as a result of the partial share exchange and other information prescribed by Ministry of Justice Order as information related to the partial share exchange , after the effective day without delay.

A parent company resulting from a partial share exchange 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.

The shareholders of the parent company resulting from a partial share exchange (in cases other than cases where the monies, etc. (excluding the shares of the parent company resulting from a partial share exchange) to be delivered to the transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange from the partial share exchange are limited to those prescribed by Ministry of Justice Order as being equivalent to shares in the parent company resulting from a partial share exchange, shareholders and creditors) may make the following requests to the parent company resulting from a partial share exchange at any time during its business hours; provided, however, that the fees designated by relevant parent company resulting from a partial share exchange are required to be paid in order to submit the requests set forth in items (ii) or (iv):

a request to inspect the documents referred to in the preceding paragraph;

a request to receive a transcript or extract of the documents referred to in the preceding paragraph;

a request to inspect anything recorded pursuant to the preceding paragraph in electronic or magnetic records, in accordance with methods prescribed by Ministry of Justice Order;

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 parent company resulting from a partial share exchange has designated, or a request to be issued a document showing that information.