Companies Act

In order to call an organizational meeting, incorporators must dispatch notice thereof to the shareholders at incorporation no later than two weeks (or one week if the stock company to be incorporated is not a public company, except if the matters set forth in paragraph (1), item (iii) or item (iv) of the preceding Article are decided (or if a shorter period of time is provided for in the articles of incorporation if the stock company to be incorporated is a stock company other than a company with board of directors, relevant shorter period of time)) prior to the day of the organizational meeting.

The notice referred to in the preceding paragraph must be in writing in the following cases:

if the matters set forth in paragraph (1), item (iii) or item (iv) of the preceding Article are decided; or

if the stock company to be incorporated is a company with board of directors.

In lieu of the dispatch of the written notice referred to in the preceding paragraph, the incorporators may dispatch the notice by electronic or magnetic means, with the consent of the shareholders at incorporation, in accordance with the provisions of Cabinet Order. In these cases, relevant incorporators are deemed to have dispatched the written notice under that paragraph.

The notice under the preceding two paragraphs must specify or record the matters set forth in each item of paragraph (1) of the preceding Article.

It would be sufficient for a notice or demand to a shareholder at incorporation by the incorporators to be sent to the address under Article 27, item (v), or Article 59, paragraph (3), item (i) (or, if relevant shareholder at incorporation notifies the incorporator of a different place or contact address for the receipt of notices or letters of demand, to that place or contact address).

The notice or demand referred to in the preceding paragraph is deemed to have arrived at the time when the notice or demand should normally have arrived.

The provisions of the preceding two paragraphs apply mutatis mutandis to cases where a writing is given to the shareholders at incorporation when giving the notice referred to in paragraph (1), or to cases where the information to be detailed in relevant writing is provided by electronic or magnetic means. In these cases, the term "to have arrived" in the preceding paragraph is deemed to be replaced with "to have been given in relevant writing or to have been provided by electronic or magnetic means with the information".

Notwithstanding the provisions of the preceding Article, organizational meetings may be held without the procedures of calling if the consent of all shareholders at incorporation is obtained; provided, however, that this does not apply if the matters set forth in Article 67, paragraph (1), item (iii) or item (iv) are decided.

If the matters set forth in Article 67, paragraph (1), item (iii) are decided, the incorporators must, when dispatching a notice under Article 68, paragraph (1), give the shareholders at incorporation documents stating matters of reference for voting (hereinafter in this Subsection referred to as " reference documents for an organizational meeting") and documents to be used by the shareholders at incorporation to exercise votes (hereinafter in this Subsection referred to as "voting form"), as prescribed by Ministry of Justice Order.

If the incorporators dispatch notices by electronic or magnetic means as referred to in Article 68, paragraph (3) to shareholders at incorporation who have given consent under the same paragraph, the incorporators may provide, in lieu of the giving of reference documents for an organizational meeting and voting form pursuant to the provisions of the preceding paragraph, the information to be detailed in these documents by electronic or magnetic means; provided, however, that, if requested by any shareholder at incorporation, the incorporators must give these documents to relevant shareholder at incorporation.

If the matters set forth in Article 67, paragraph (1), item (iv) are decided, the incorporators must, when dispatching notice under Article 68, paragraph (1), give the shareholders at incorporation the reference documents for an organizational Meeting as prescribed by Ministry of Justice Order.

If the incorporators dispatch notices by electronic or magnetic means as referred to in Article 68, paragraph (3) to shareholders at incorporation who have given consent under the same paragraph, the incorporators may provide, in lieu of the giving of reference documents for an organizational meeting pursuant to the provisions of the preceding paragraph, the information to be detailed in these documents by electronic or magnetic means; provided, however, that, if requested by any shareholder at incorporation, the incorporators must give the reference documents for an organizational meeting to relevant shareholders at incorporation.

In the cases provided for in paragraph (1), when using electronic or magnetic means as referred to in Article 68, paragraph (3) to notify shareholders at incorporation that have given the consent referred to in that paragraph, the incorporators must use those electronic or magnetic means to provide the shareholders at incorporation with the information that is required to be detailed in the voting form, as prescribed by Ministry of Justice Order.

In the cases provided for in paragraph (1), if any shareholder at incorporation who has not given consent under Article 68, paragraph (3) requests, no later than one week prior to the day of the organizational meeting, to be provided with the information that is required to be detailed in the voting form by electronic or magnetic means, the incorporators must use electronic or magnetic means to immediately provide the shareholder at incorporation with that information, as prescribed by Ministry of Justice Order.

Shareholders at incorporation (excluding shareholders at incorporation prescribed by Ministry of Justice Order as entities in a relationship that may allow the stock company after the formation to have substantial control of the entity through the holding of one quarter or more of the votes of all shareholders of the entity or other reasons) are entitled to one vote for each one share issued at incorporation for which they subscribed at organizational meetings; provided, however, that, if a share unit is provided for in the articles of incorporation, they are entitled to one vote for each one unit of the shares issued at incorporation.

If the stock company to be incorporated is a company with class shares, if it issues shares issued at incorporation of a class that has restrictions on matters for which votes may be exercised at the shareholders meeting, the shareholders at incorporation may exercise, at the organizational meeting, votes with respect to relevant shares issued at incorporation only in relation to matters that are equivalent to the matters for which they may vote at the shareholders meeting.

Notwithstanding the provisions of the preceding paragraph, shareholders at incorporation may exercise votes with respect to the shares issued at incorporation for which they subscribed in relation to the discontinuation of the incorporation of the stock company.

Resolutions at an organizational meeting will be passed by a majority of the votes of the shareholders at incorporation entitled to vote at relevant organizational meeting, being a majority of two thirds or more of the votes of relevant shareholders at incorporation who are present at the meeting.

Notwithstanding the provisions of the preceding paragraph, if the articles of incorporation are amended creating provisions to the effect that, as a feature of all shares issued by a stock company, the approval of relevant stock company is required for the acquisition of relevant shares by transfer (excluding cases where the stock company to be incorporated is a company with class shares), the resolution at the organizational meeting with respect to relevant amendment in the articles of incorporation must be passed by a majority of the shareholders at incorporation entitled to vote at relevant organizational meeting, being a majority of two thirds or more of the votes of relevant shareholders at incorporation.

If it is intended to create, as a feature of all shares issued by a stock company, any provisions in articles of incorporation with respect to the matters set forth in Article 107, paragraph (1), item (iii) by amending the articles of incorporation, or to effect any amendment (excluding that which repeals provisions of the articles of incorporation with respect to relevant matters) in the articles of incorporation with respect to relevant matters (excluding cases where the stock company to be incorporated is a company with class shares), the consent of all shareholders at incorporation must be obtained.

At an organizational meeting, matters other than the matters set forth in Article 67, paragraph (1), item (ii) may not be resolved; provided, however, that this does not apply to amendment in the articles of incorporation or discontinuation of the incorporation of a stock company.

Shareholders at incorporation may vote by proxy. In these cases, the shareholders at incorporation or proxies must submit to the incorporators a document evidencing the authority of proxy.

The grant of the authority of proxy under the preceding paragraph must be made for each organizational meeting.

The shareholders at incorporation or proxies referred to in paragraph (1) may, in lieu of submitting a document evidencing the authority of proxy, use electronic or magnetic means to provide the incorporators with the information that is required to be detailed in such a document, with the approval of the incorporators and pursuant to the provisions of Cabinet Order. In these cases, the shareholders at incorporation or proxies are deemed to have submitted relevant document.

If the shareholders at incorporation are persons who gave consent under Article 68, paragraph (3), the incorporators may not refuse to grant the approval under the preceding paragraph without justifiable reasons.

The incorporators may restrict the number of proxies who may attend the organizational meeting.

The incorporators (or the stock company after the formation of relevant stock company; the same applies in paragraph (3) of the following Article and Article 76, paragraph (4)) must keep the documents evidencing the authority of proxy and any electronic or magnetic record in which the information with which it has been provided by electronic or magnetic means as referred to in paragraph (3) has been recorded at a place designated by the incorporators (or at the head office of the stock company after the formation of relevant stock company; the same applies in paragraph (3) of the following Article and Article 76, paragraph (4)) for the period of three months from the day of the organizational meeting.

The shareholders at incorporation (or the shareholders of the stock company after the formation of relevant stock company; the same applies in paragraph (4) of the following Article and Article 76, paragraph (5)) may submit the following request at any time during the hours designated by the incorporators (or during the business hours of the stock company after the formation of relevant stock company; the same applies in paragraph (4) of the following Article and Article 76, paragraph (5)):

requests for the inspection or copying of the documents evidencing the authority of proxy; and

requests to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the information recorded in the electronic or magnetic record referred to in the preceding paragraph.

The exercise of voting rights in writing is effected by entering the voting form with the necessary matters and submitting it to the incorporators no later than the time prescribed by Ministry of Justice Order.

The number of the votes exercised in writing pursuant to the provisions of the preceding paragraph is included in the number of the votes of the shareholders at incorporation who are present at the meeting.

The incorporators must keep the voting forms submitted pursuant to the provisions of paragraph (1) at a place designated by the incorporators for the period of three months from the day of the organizational meeting.

The shareholders at incorporation may make requests for the inspection or copying of the voting forms submitted pursuant to the provisions of paragraph (1) at any time during the hours designated by the incorporators.

The exercise of voting rights by electronic or magnetic means is effected by using electronic or magnetic means to provide the incorporators with the information that is required to be entered in the voting form no later than the time prescribed by Ministry of Justice Order, with the approval of the incorporators and pursuant to the provisions of Cabinet Order.

If the shareholders at incorporation are persons who have given consent under Article 68, paragraph (3), the incorporators may not refuse to give the approval under the preceding paragraph without justifiable reasons.

The number of the votes exercised by electronic or magnetic means pursuant to the provisions of paragraph (1) is included in the number of the votes of the shareholders at incorporation who are present at the meeting.

The incorporators must keep any electronic or magnetic record in which the information with which they have been provided pursuant to the provisions of paragraph (1) is recorded at a place designated by the incorporators for the period of three months from the day of the organizational meeting.

The shareholders at incorporation may, at any time during the hours designated by the incorporators, request to inspect or copy anything that is used in a manner prescribed by Ministry of Justice Order to display the data recorded in the electronic or magnetic record referred to in the preceding paragraph.