Companies Act

Each of the stock companies set forth in the following items (hereinafter referred to as an "disappearing stock company, etc." in this division) must, from the day on which the absorption-type merger agreement, etc. began to be kept until the day on which six months have elapsed from the day on which the absorption-type merger, absorption-type company split or share exchange (hereinafter referred to as an "absorption-type merger, etc." in this Section) becomes effective (hereinafter referred to as the "effective day" in this Section) (or, in the case of a stock company disappearing in an absorption-type merger, until the effective day), keep documents detailing the particulars specified respectively in those items (hereinafter referred to as the "absorption-type merger agreement, etc." in this Section) 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:

stock company disappearing in an absorption-type merger:the absorption-type merger agreement;

stock company splitting in an absorption-type split:the absorption-type company split agreement; and

wholly owned subsidiary company resulting from a share exchange:the share exchange agreement.

The "day on which the absorption-type merger agreement, etc. began to be kept" prescribed in the preceding paragraph means the earliest of the following days:

if the absorption-type merger agreement, etc. is required to be approved by a resolution at a shareholders meeting (including a general meeting of class shareholders), the day two weeks prior to the day of the shareholders meeting (or, in the cases prescribed in Article 319, paragraph (1), the day when the proposal under that paragraph is submitted);

if there are shareholders who are to receive the notice under the provisions of Article 785, paragraph (3), the day of the notice under the provisions of that paragraph or the day of the public notice under paragraph (4) of that Article, whichever is earlier;

if there are share option holders who are to receive the notice under the provisions of Article 787, paragraph (3), the day of the notice under the provisions of that paragraph or the day of the public notice under paragraph (4) of that Article, whichever is earlier;

if the procedures under the provisions of Article 789 are required to be carried out, the day of the public notice under the provisions of paragraph (2) of that Article or the day of the notice under the provisions of that paragraph, whichever is earlier; or

in cases other than those prescribed in the preceding items, the day on which two weeks have elapsed from the day of conclusion of the absorption-type company split agreement or the share exchange agreement.

Shareholders and creditors of a disappearing stock company, etc. (or, in the case of a wholly owned subsidiary company resulting from a share exchange, shareholders and share option holders) may make the following requests to the disappearing stock company, etc. at any time during its business hours; provided, however, that the fees designated by the disappearing stock company, etc. 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 the electronic or magnetic means that the disappearing stock company, etc. has designated, or a request to be issued a document showing that information.

A disappearing stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting by the day immediately preceding the effective day.

Notwithstanding the provisions of the preceding paragraph, if a stock company disappearing in an absorption-type merger or a wholly owned subsidiary company resulting from a share exchange is not a company with classes shares, if all or part of the monies, etc. to be delivered to shareholders of the stock company disappearing in the absorption-type merger or the wholly owned subsidiary company resulting from the share exchange (hereinafter referred to as the "consideration for the merger, etc." in this Article and paragraph (1) of the following Article) are equity interests, etc. (meaning equity interests of a membership company or those prescribed by Ministry of Justice Order as being equivalent thereto; hereinafter the same applies in this Article), the consent of all shareholders of the stock company disappearing in the absorption-type merger or the wholly owned subsidiary company resulting from the share exchange must be obtained with regard to the absorption-type merger agreement or the share exchange agreement.

If a stock company disappearing in an absorption-type merger or a wholly owned subsidiary company resulting from a share exchange is a company with classes shares, if all or part of the consideration for the merger, etc. are shares with a restriction on transfer, etc. (meaning shares with a restriction on transfer and those prescribed by Ministry of Justice Order as being equivalent thereto; hereinafter the same applies in this Chapter), the absorption-type merger or the share exchange does not become effective without a resolution at a general meeting of class shareholders constituted by the class shareholders of the class of shares subject to the allotment of the shares with a restriction on transfer, etc. (excluding shares with a restriction on transfer) (if there are two or more classes of shares relating to the class shareholders, the respective general meetings of class shareholders constituted by class shareholders categorized by the class of relevant two or more classes of shares); provided, however, that this does not apply to cases where there is no class shareholder who is able to exercise a voting right at relevant general meeting of class shareholders.

If a stock company disappearing in an absorption-type merger or a wholly owned subsidiary company resulting from a share exchange is a company with classes shares, and all or part of the consideration for the merger, etc. are equity interests, etc., the absorption-type merger or the share exchange does not become effective without the consent of all shareholders of the class subject to the allotment of the equity interests, etc.

An disappearing stock company, etc. must notify its registered pledgees of shares (excluding the registered pledgees of shares in the cases prescribed in paragraph (2) of the following Article) and registered pledgees of share options concerning the share options specified in the items of Article 787, paragraph (3) that it will effect the absorption-type merger, etc. by twenty days prior to the effective day.

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

The provisions of paragraph (1) of the preceding Article do not apply if the company surviving the absorption-type merger, the company succeeding in the absorption-type split or the wholly owning parent company resulting from the share exchange (hereinafter referred to as the "surviving company, etc." in this division) is the special controlling company of the disappearing stock company, etc.;provided, however, that this does not apply if all or part of the value of the merger, etc. in the absorption-type merger or share exchange is shares with a restriction on transfer, etc., and the disappearing stock company, etc. is a public company and not a company with class shares.

The provisions of the preceding Article do not apply if the sum of the book value of the assets that the company succeeding in the absorption-type split succeeds to through the absorption-type company split does not exceed one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation of the stock company splitting in the absorption-type split, that proportion) of the amount calculated by the method specified by Ministry of Justice Order as the total assets of the stock company splitting in the absorption-type split.

In the following cases, if shareholders of a disappearing stock company, etc. are likely to suffer disadvantages, shareholders of a disappearing stock company, etc. may demand the disappearing stock company, etc. to cease an absorption-type merger, etc.;provided, however, that this does not apply to cases prescribed in paragraph (2) of the preceding Article:

if the absorption-type merger, etc. violates laws and regulations or the articles of incorporation; or

in the cases prescribed in the main clause of paragraph (1) of the preceding Article, when the matters set forth in Article 749, paragraph (1), item (ii) or (iii), Article 751, paragraph (1), item (iii) or (iv), Article 758, item (iv), Article 760, item (iv) or (v), Article 768, paragraph (1), item (ii) or (iii), or Article 770, paragraph (1), item (iii) or (iv) are extremely improper in light of the financial status of the disappearing stock company, etc. or surviving company, etc.

In cases of effecting an absorption-type merger, etc. (excluding the following cases), dissenting shareholders may demand that the disappearing stock company, etc. purchase, at a fair price, the shares that they hold:

in cases prescribed in Article 783, paragraph (2); or

in cases prescribed in Article 784, paragraph (2).

The "dissenting shareholders" provided for in the preceding paragraph means the shareholders provided for in the following items in the cases set forth in the same items (excluding shareholders entitled to allotment of equity interests, etc. prescribed in Article 783, paragraph (4) in the cases prescribed in that paragraph):

if a resolution at a shareholders meeting (including a general meeting of class shareholders) is required to effect the absorption-type merger, etc.: the following shareholders:

shareholders who gave notice to relevant disappearing stock company, etc. to the effect that they dissented from relevant absorption-type merger, etc. prior to relevant shareholders meeting and who dissented from relevant absorption-type merger, etc. at relevant shareholders meeting (limited to those who can exercise voting rights at relevant shareholders meeting);

shareholders who are unable to exercise voting rights at relevant shareholders meeting; and

in cases other than those prescribed in the preceding item:all shareholders (excluding the special controlling company in the cases prescribed in the main clause of Article 784, paragraph (1)).

A disappearing stock company, etc. must notify its shareholders (excluding shareholders entitled to allotment of equity interests, etc. prescribed in Article 783, paragraph (4) in the cases prescribed in that paragraph and the special controlling company in the cases prescribed in the main clause of Article 784, paragraph (1)) that it will effect an absorption-type merger, etc. and the trade name and address of the surviving company, etc., by twenty days prior to the effective day; provided, however, that this does not apply in the cases set forth in the items of paragraph (1).

In the following cases, a public notice may be substituted for the notice under the provisions of the preceding paragraph:

if the disappearing stock company, etc. is a public company; or

if the disappearing stock company, etc. obtains the approval of the absorption-type merger agreement, etc. by the resolution at a shareholders meeting set forth in Article 783, paragraph (1).

To make a demand under the provisions of paragraph (1) (hereinafter referred to as the "exercise of appraisal rights" in this division), a dissenting shareholder must indicate the number of shares with regard to which the shareholder is exercising appraisal rights (or, for a company with classes 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 on shares for which share certificates have been issued, shareholders of those shares must submit the share certificates representing those shares to the disappearing stock company, etc.;provided, however, that this does not apply to a person who makes a demand pursuant to the provisions of Article 223 with respect to those share certificates.

Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the disappearing stock company, etc.

The demands of the shareholders exercising appraisal rights lose effect if the absorption-type merger, etc. is cancelled.

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 the disappearing stock company, etc. (or between the shareholder and the company surviving the absorption-type merger, if an absorption-type merger is effected and it is after the effective day; hereinafter the same applies in this Article), the disappearing stock company, etc. must pay that price within sixty days from the effective day.

If no agreement on the determination of the price of the shares is reached within thirty days from the effective day, shareholders 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 (7) 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, shareholders exercising appraisal rights may withdraw their demands for appraisal at any time after the expiration of that period.

A 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 shareholders until the determination of the price of shares.

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.