Companies Act

In the cases set forth in each item of Article 299, paragraph (2), the directors of a stock corporation with articles of incorporation that provide that measures for electronic provision are taken must continuously take measures for electronic provision of information related to the matters specified in the following items during the period from the day three weeks prior to the day of the shareholders meeting or the day that the notice specified in paragraph (1) of that Article is issued, whichever is earlier (hereinafter in this Subsection referred to as the "electronic provision measures commencement date"), to the day on which three months have lapsed after the day of the shareholders meeting (hereinafter in this Subsection referred to as the "electronic provision measures period").

the matters set forth in each item of Article 298, paragraph (1);

in the cases provided in Article 301, paragraph (1), matters to be specified in reference documents for shareholders meeting and voting forms;

in the cases provided in Article 302, paragraph (1), matters to be specified in reference documents for shareholders meeting;

if demands are made under the provisions of Article 305, paragraph (1), an outline of the proposal made under that paragraph;

if the stock company is a company with board of directors, when a director convenes the annual shareholders meeting, the matters stated or recorded in the financial statements and business reports provided in Article 437;

if the stock company is a company with financial auditor (limited to a company with board of directors), when a director convenes the annual shareholders meeting, the matters stated or recorded in the consolidated financial statements provided in Article 444, paragraph (6); and

if the matters specified in the preceding items are corrected, a statement to that effect and the matters before correction.

Notwithstanding the provisions of the preceding paragraph, if the directors deliver voting forms to shareholders when serving the notice set forth in Article 299, paragraph (1), measures for the electronic provision of information need not be taken pursuant to the provisions of the preceding paragraph with regard to information related to matters to be contained in the voting forms.

Notwithstanding the provisions of the paragraph (1), if a stock company that is required to submit an annual securities report to the Prime Minister with respect to shares that the company issues pursuant to the provisions of Article 24, paragraph (1) of the Financial Instruments and Exchange Act performs the procedures for submission of an annual securities report (including attachments and their correct reports) stating the matters set forth in each item of paragraph (1) (limited to matters relating to the annual shareholders meeting and excluding matters to be stated in the voting form) by the electronic provision measures commencement date using an electronic data processing system for disclosure provided in Article 27-30-2 of the Act (hereinafter in this Subsection simply referred to as "electronic data processing system for disclosure"), the stock company does not be required to take electronic measures pursuant to the provisions of the paragraph with respect to information related to those matters.

For the purpose of the application of the provisions of Article 299, paragraph (1) if measures for electronic provision are taken pursuant to the provisions of paragraph (1) of the preceding Article, the phrase "two weeks (or one week if the stock company is not a public company, except if the matters set forth in paragraph (1), item (iii) or (iv) of the preceding Article are prescribed, (or if a shorter period of time is provided for in the articles of incorporation if the stock company is a stock company other than the company with board of directors, relevant shorter period of time))" in that paragraph is deemed to be replaced with "two weeks."

Notwithstanding the provisions of Article 299, paragraph (4), if measures for electronic provision are taken pursuant to the provisions of paragraph (1) of the preceding paragraph, the matters set forth in Article 298, paragraph (1), item (v) need not be stated or recorded in the notice provided pursuant to Article 299, paragraph (2) or paragraph (3). In this case, beyond the matters provided for in item (i) through item (iv) of that paragraph, the notice must state or record the matters set forth below:

if measures for electronic provision are taken, a statement to that effect;

if the procedures provided in paragraph (3) of the preceding article are performed using an electronic data processing system for disclosure, a statement to that effect; and

in addition to the matters set forth in the preceding two items, matters provided in the Ministry of Justice Order.

Notwithstanding the provisions of Article 301, paragraph (1), Article 302, paragraph (1), Article 437, and Article 444, paragraph (6), when the directors of a stock company with articles of incorporation that contain provisions to the effect that measures for electronic provision are taken serve the notice set forth in Article 299, paragraph (1), reference documents for shareholders meeting need not be delivered or provided to shareholders.

With respect to the application of the provisions of Article 305, paragraph (1) to a stock company with articles of incorporation that contain provisions to the effect that measures for electronic provision are taken, in that paragraph, the term "that summary be specified or recorded in that notice" is deemed to be replaced with "measures for electronic provision as set forth in Article 325-2 with respect to an outline of the proposal be taken."

A shareholder (excluding a shareholder who gave the consent provided in Article 299, paragraph (3) (including cases where applied mutatis mutandis under Article 325)) of a stock corporation with articles of incorporation that provide that measures for electronic provision are taken may make a request to the stock company for delivery of documents stating the matters set forth in each item of Article 325-3, paragraph (1) (including cases where applied mutatis mutandis under Article 325-7 (hereinafter referred to in this Article as "electronic provision measures matters")).

If measures for electronic provision are taken pursuant to the provisions of Article 325-3, paragraph (1), and giving the notice provided in Article 299, paragraph (1), the directors must deliver to shareholders (if a record date (meaning a record date provided in Article 124, paragraph (1)) specifying the persons who can exercise voting rights at the relevant shareholders meeting is set, limited to persons who requested delivery of documents by the record date) who made a request pursuant to the preceding paragraph (hereinafter referred to in this Article as "request for delivery of documents") documents stating the electronic provision measures matters concerning the relevant shareholders meeting.

A stock company may provide in its articles of incorporation that all or some of the electronic provision measures matters specified in a Ministry of Justice Order need not be stated in documents delivered pursuant to the provisions of the preceding paragraph.

If a shareholder made a request for delivery of documents, a stock company may, after the lapse of one year from the day of the request for delivery of documents (if the shareholder made an objection pursuant to the provisions of the proviso of the following paragraph, from the day of the objection), serve notice to the shareholder to the effect that it will terminate the delivery of documents pursuant to the provisions of paragraph (2) and provide notification to the effect that if the shareholder has an objection to that termination, the shareholder should make an objection within a certain period (hereinafter referred to in this Article as the "notification period"); provided, however, that the notification period may not be less than one month.

A request for delivery of documents by a shareholder who received notice or notification pursuant to the provisions of the preceding paragraph ceases to be effective when the notification period lapses; provided, however, that this does not apply if the shareholder made an objection within the notification period.

Notwithstanding the provisions of Article 325-3, paragraph (1), if measures for electronic provision are interrupted (meaning instances where information that was made available to shareholders is no longer made available or the information is modified after it is made available (excluding corrections made pursuant to the provisions of item (vii) of that paragraph), the same applies hereinafter in this Article) during the electronic provision measures period, in cases falling under all of the following items, relevant interruption of measures for electronic provision does not have an impact on the effectiveness of those measures for electronic provision.

if the stock company acted in good faith and without gross negligence in relation to the occurrence of interruption of the measures for electronic provision or the stock company has justifiable grounds;

if the aggregate time when measures for electronic provision were interruption does not exceed one-tenth the electronic provision measures period;

if the interruption of measures for electronic provision occurred during the period from the electronic measures provision commencement date to the day of the shareholders meeting and the aggregate time when measures for electronic provision were interrupted during that period does not exceed one-tenth that period;

If promptly after learning of the occurrence of the interruption of measures for electronic provision, the stock company took measures for electronic provision regarding the fact of the occurrence of the interruption of measures for electronic provision, the time of the interruption of the measures for electronic provision, and details of the interruption of the measures for electronic provision along with those measures for electronic provision.

The provisions of Article 325-3 through the preceding Article (excluding Article 325-3, paragraph (1) (limited to the portion related to item (v) and item (vi)) and paragraph (3) and Article 325-5, paragraph (1) and paragraph (3) through paragraph (5)) apply mutatis mutandis to general meetings of class shareholders. In these cases, in Article 325-3, paragraph (1), the phrase "each item of Article 299, paragraph (2)" is deemed to be replaced with "each item of Article 299, paragraph (2) applied mutatis mutandis pursuant to Article 325", the phrase "paragraph (1) of the Article" is deemed to be replaced with "paragraph (1) of the Article (limited to cases where applied mutatis mutandis pursuant to Article 325; hereinafter the same applies in the following paragraph, the following Article, and Article 325-5)", the phrase "each item of Article 298, paragraph (1)" is deemed to be replaced with "each item of Article 298, paragraph (1) (limited to cases where applied mutatis mutandis pursuant to Article 325)",the phrase "Article 301, paragraph (1)" is deemed to be replaced with "Article 301, paragraph (1) applied mutatis mutandis pursuant to Article 325",the phrase "Article 302, paragraph (1)" is deemed to be replaced with "Article 302, paragraph (1) applied mutatis mutandis pursuant to Article 325", the phrase "Article 305, paragraph (1)" is deemed to be replaced with "Article 305, paragraph (1) (limited to cases where applied mutatis mutandis pursuant to Article 325; hereinafter the same applies in paragraph (4))"; in paragraph (2) of the Article, the term "shareholder" is deemed to be replaced with "shareholder (limited to the shareholders of a certain class of shares; hereinafter the same applies in the following Article through Article 325-6)", in Article 325-4, paragraph (2), the phrase "Article 299, paragraph (4)" is deemed to be replaced with "Article 299, paragraph (4) applied mutatis mutandis pursuant to Article 325", the phrase "Article 299, paragraph (2)" is deemed to be replaced with "Article 299, paragraph (2) applied mutatis mutandis pursuant to Article 325", the phrase "Article 298, paragraph (1), item (v)" is deemed to be replaced with "Article 298, paragraph (1), item (v) applied mutatis mutandis pursuant to Article 325", the phrase "item (i) through item (iv) of that paragraph" is deemed to be replaced with "item (i) through item (iv) of that paragraph applied mutatis mutandis pursuant to Article 325"; in paragraph (3) of the Article, the phrase "Article 301, paragraph (1), Article 302, paragraph (1), Article 437, and Article 444, paragraph (6)" is deemed to be replaced with "Article 301, paragraph (1), Article 302 ",paragraph (1) applied mutatis mutandis pursuant to Article 325".