Companies Act

The parent company resulting from a partial share exchange must designate from which offerors it will acquire shares of the subsidiary company resulting from a partial share exchange and the number of shares of the subsidiary company resulting from a partial share exchange that it will acquire from those offerors (if the subsidiary company resulting from a partial share exchange is a company with class shares, the classes of shares and the number of each class; the same applies hereinafter in this Article). In those cases, the parent company resulting from a partial share exchange may acquire a number of the shares less than the number provided in paragraph (2), item (ii) of the preceding Article to the extent that the aggregate number of the shares allocated among the offerors is not less than the minimum number provided in Article 774-3, paragraph (1), item (ii).

The parent company resulting from a partial share exchange must notify offerors regarding the number of shares of the subsidiary company resulting from a partial share exchange that it will acquire from the offerors by the day before the effective day.

The provisions of the preceding two Articles do not apply if a person who intends to transfer shares of the subsidiary company resulting from a partial share exchange concludes an agreement to transfer all of their shares of the subsidiary company resulting from a partial share exchange to be acquired when the parent company resulting from a partial share exchange effects the partial share exchange.

The persons set forth in the following items are the transferors of the shares issued by the subsidiary company resulting from the partial share exchange of the partial share exchange with respect to the number of shares of the subsidiary company resulting from a partial share exchange provided in those items:

offerors: the number of shares of the subsidiary company resulting from a partial share exchange for which notice was received pursuant to the provisions of Article 774-5, paragraph (2); and

persons who promised pursuant to an agreement provided in the preceding Article to transfer all of their shares of the subsidiary company resulting from a partial share exchange to be acquired when the parent company resulting from a partial share exchange effects the partial share exchange: the number of shares of the subsidiary company resulting from a partial share exchange that these persons promised to transfer.

Persons who became transferors of the shares of the subsidiary company resulting from a partial share exchange pursuant to the provisions of each item of the preceding paragraph must deliver the number of shares of the subsidiary company resulting from a partial share exchange provided in each item to the parent company resulting from a partial share exchange on the effective day.

The provisions of the proviso to Article 93, paragraph (1) and the provisions of Article 94, paragraph (1) of the Civil Code do not apply to offers under Article 774-4, paragraph (2), allotments under Article 774-5, paragraph (1), and the manifestation of intention relating to agreements under Article 774-6.

If one year has elapsed from the day on which a transferor of the shares issued by the subsidiary company resulting from the partial share exchange of the partial share exchange became a shareholder of the parent company resulting from a partial share exchange pursuant to the provisions of Article 774-11, paragraph (2) or if the transferor has exercised rights in relation to the shares, the transferor may not thereafter rescind the transfer of the shares of the subsidiary company resulting from a partial share exchange on the grounds of mistake, fraud, or duress.

In the case provided in Article 774-3, paragraph (1), item (vii), the provisions of Article 774-4 through the preceding Article apply mutatis mutandis to the transfer of the share options, etc. of the subsidiary company resulting from a partial share exchange. In those cases, the phrase "number of shares of the subsidiary company resulting from a partial share exchange to be delivered (in the case of a company with class shares, the classes of the shares and the number of shares for each class)" in Article 774-4, paragraph (2), item (ii) is deemed to be replaced with "features and number of the subsidiary company resulting from a partial share exchange to be delivered," the phrase "number of shares of the subsidiary company resulting from a partial share exchange that it will acquire from those offerors (if the subsidiary company resulting from a partial share exchange is a company with class shares, the classes of shares and the number of each class; the same applies hereinafter in this Article)" in Article 774-5, paragraph (1) is deemed to be replaced with "number of shares of the subsidiary company resulting from a partial share exchange that it will acquire from those offerors," the phrase "the shares less than the number provided in paragraph (2), item (ii) of the preceding Article to the extent that the aggregate number of the shares allocated among the offerors is not less than the minimum number provided in Article 774-3, paragraph (1), item (ii)" in the same paragraph is deemed to be replaced with "the share options, etc., less than the number provided in paragraph (2), item (ii) of the preceding Article" and the phrase "Article 774-11, paragraph (2)" in paragraph (2) of the preceding Article is deemed to be replaced with "Article 774-11, paragraph (4), item (i)."

The provisions of Article 774-5 and Article 774-7 (excluding the part related to paragraph (1), item (ii)) (including cases where these provisions apply mutatis mutandis pursuant to the preceding Article) do not apply if, on the day provided in Article 774-3, paragraph (1), item (x), the aggregate number of shares issued by the subsidiary company resulting from the partial share exchange offered to be transferred by offerors is less than the minimum provided in item (ii) of that paragraph. In these cases, the parent company resulting from a partial share exchange must without delay notify offerors to the effect that it does not effect the partial share exchange.

The parent company resulting from a partial share exchange acquires the shares and share options, etc. of the subsidiary company resulting from a partial share exchange delivered pursuant to the provisions of Article 774-7, paragraph (2) (including application mutatis mutandis pursuant to Article 774-9) on the effective day.

The transferors of the shares of the subsidiary company resulting from a partial share exchange delivered pursuant to the provisions of Article 774-7, paragraph (2), in accordance with the provisions on the matters referred to in Article 774-3, paragraph (1), item (iv), becomes shareholders of the shares of the parent company resulting from a partial share exchange provided in item (iii) of that paragraph on the effective day.

In the cases set forth in the following items, the transferors of the shares of the subsidiary company resulting from a partial share exchange delivered pursuant to the provisions of Article 774-7, paragraph (2), in accordance with the provisions on the matters referred to in Article 774-3, paragraph (1), item (vi), becomes the persons specified in each of those items.

if there are provisions on the matters set forth in Article 774-3, paragraph (1), item (v), (a): the holders of bonds referred to in (a) of that item;

if there are provisions on the matters set forth in Article 774-3, paragraph (1), item (v), (b): the holders of the share options referred to in (b) of that item; and

if there are provisions on the matters set forth in Article 774-3, paragraph (1), item (v), (c): the holders of bonds constituting the bonds with share options set forth in (c) of that item and holders of the share options attached to those bonds.

In the cases set forth in the following items, the transferors of the share options, etc. of the subsidiary company resulting from a partial share exchange delivered pursuant to the provisions of Article 774-7, paragraph (2) applied mutatis mutandis pursuant to Article 774-9, in accordance with the provisions on the matters set forth in Article 774-3, paragraph (1), item (ix), becomes the persons specified in each of those items.

if there are provisions on the matters set forth in Article 774-3, paragraph (1), item (viii), (a): the holders of the shares referred to in (a) of that item;

if there are provisions on the matters set forth in Article 774-3, paragraph (1), item (viii), (b): the holders of the bonds referred to in (b) of that item;

if there are provisions on the matters set forth in Article 774-3, paragraph (1), item (viii), (c): the holders of the share options referred to in (c) of that item; and

if there are provisions on the matters set forth in Article 774-3, paragraph (1), item (viii), (d): the holders of bonds constituting the bonds with share options referred to in (d) of that item and holders of the share options attached to those bonds.

The provisions of the preceding paragraph do not apply in the cases set forth below:

if the procedures provided in Article 816-8 are not completed on the effect of day;

if the partial share exchange is canceled;

if the aggregate number of shares of the subsidiary company resulting from a partial share exchange delivered to the parent company resulting from a partial share exchange pursuant to the provisions of Article 774-7, paragraph (2) on the effective day is less than the minimum provided in Article 774-3, paragraph (1), item (ii); and

if there are no persons who become shareholders of the shares of the parent company resulting from a partial share exchange provided in Article 774-3, paragraph (1), item (iii) on the effective day pursuant to the provisions of paragraph (2).

In the cases set forth in the items of the preceding paragraph, the parent company resulting from a partial share exchange must without delay provide notice to the persons set forth in each item of Article 774-7, paragraph (1) (including cases were applied mutatis mutandis pursuant to Article 774-9) that it will not effect the partial share exchange. In these cases, if there are shares or share options, etc. of the subsidiary company resulting from a partial share exchange that were delivered pursuant to the provisions of Article 774-7, paragraph (2) (including where applied mutatis mutandis pursuant to Article 774-9), the parent company resulting from a partial share exchange must without delay return the shares or share options, etc. to the transferors.