Companies Act

A stock company effecting entity conversion must, from the day on which the entity conversion plan began to be kept until the day on which the entity conversion becomes effective (hereinafter referred to as the "effective day" in this Section), keep documents detailing the contents of the entity conversion plan and other information prescribed by Ministry of Justice Order, or electronic or magnetic records in which the information has been recorded, at its head office.

The "day on which the entity conversion plan began to be kept" prescribed in the preceding paragraph means the earliest of the following days:

the day on which the consent of all shareholders of the stock company effecting the entity conversion has been gained with regard to the entity conversion plan;

if the stock company effecting the entity conversion has issued share options, the day of the notice under the provisions of Article 777, paragraph (3) or the day of the public notice referred to in paragraph (4) of that Article, whichever is earlier; or

the day of the public notice under the provisions of Article 779, paragraph (2) or the day of the demand under the provisions of that paragraph, whichever is earlier.

Shareholders and creditors of a stock company effecting entity conversion may make the following requests to the stock company at any time during its business hours; provided, however, that the fees designated by the stock company are required to be paid in order to make the requests set forth in item (ii) or item (iv):

requests for inspection of the documents referred to in paragraph (1);

requests for delivery of a transcript or extract of the documents referred to in paragraph (1);

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 paragraph (1); and

a request to be provided with the information recorded in an electronic or magnetic record as referred to in paragraph (1) 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 effecting entity conversion must obtain the consent of all shareholders of the stock company with regard to the entity conversion plan by the day immediately preceding the effective day.

A stock company effecting entity conversion must notify its registered pledgees of shares and registered pledgees of share options thereof that it will effect entity conversion, by twenty days prior to the effective day.

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

If a stock company effects entity conversion, holders of share options of the stock company effecting entity conversion may demand that the stock company purchase, at a fair price, the share options that they hold.

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 Section), they must also demand that the 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 the bonds with share options.

A stock company which intends to effect entity conversion must notify the holders of share options thereof that it will effect entity conversion, by twenty days prior to the effective day.

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 features and number of the share options with respect to which the holder is exercising appraisal rights, between twenty days prior to the effective day and the day immediately preceding the effective day.

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 stock company effecting the entity conversion the share option certificates; provided, however, that this does not apply to a person who files a petition for public notice 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 option for which certificate representing the bond with share options have been issued, the holder of those share options must submit to the stock company effective entity conversion 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 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 stock company effecting the entity conversion.

The demands of the share option holders exercising appraisal rights on share options lose effect if the entity conversion is cancelled.

The provisions of Article 260 do not apply to share options for the 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 relevant share options are attached to bonds with share options, if a holder thereof demands that the stock company effecting the entity conversion purchase the bonds constituting those bonds with share options, including the relevant bonds; hereinafter the same applies in this Article) is reached between the share option holder and the stock company effecting entity conversion (after the effective day, the membership company after entity conversion; hereinafter the same applies in this Article), the stock company must make payment within sixty days from the effective day.

If no agreement on the determination of the price of the share options is reached within thirty days from the effective day, share option holders or the membership company after entity conversion 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 effective day, 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 that period.

The membership company after entity conversion 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 stock company effecting an entity conversion may pay the amount that the stock company 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 options becomes effective on the effective day.

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

Creditors of a stock company effecting entity conversion may state their objections to the entity conversion to the stock company.

A stock company effecting entity conversion must give public notice of the matters set forth below in Official Gazette and must give notices separately to each known creditor, if any; provided, however, that the period under item (iii) may not be less than one month:

a statement that entity conversion will be effected;

the matters prescribed by Ministry of Justice Order as the matters regarding the financial statements (meaning the financial statements prescribed in Article 435, paragraph (2); hereinafter the same applies in this Chapter) of the stock company effecting entity conversion; 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 a stock company effecting entity conversion 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 stock company is not required to give separate notices under the provisions of the preceding paragraph.

If creditors do not raise any objections within the period under paragraph (2), item (iii), the creditors are deemed to have approved the entity conversion.

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

A stock company effecting entity conversion may change the effective day.

In the cases prescribed in the preceding paragraph, the stock company effecting entity conversion must give public notice of the changed effective day by the day immediately preceding the original effective day (or, immediately preceding the changed effective day, if the changed effective day comes before the original effective day).

When the effective day is changed pursuant to the provisions of paragraph (1), the provisions of this subsection and Article 745 apply by deeming the changed effective day to be the effective day.

A membership company effecting entity conversion must obtain the consent of all members of the membership company with regard to the entity conversion plan by the day immediately preceding the effective day; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

The provisions of Article 779 (excluding paragraph (2), item (ii)) and the preceding Article apply mutatis mutandis to a membership company effecting entity conversion. In those cases, the term "stock company effecting entity conversion" in Article 779, paragraph (3) is deemed to be replaced with "membership company (limited to a limited liability company) effecting entity conversion", and the term "and Article 745" in paragraph (3) of the preceding Article is deemed to be replaced with "and Article 747 and paragraph (1) of the following Article".