Companies Act

If directors or shareholders submit a proposal with respect to a matter which is the purpose of the shareholders meeting, if all shareholders (limited to those who may vote with respect to relevant matter) manifest their intention to agree to relevant proposal in writing or in an electronic or magnetic record, it is deemed that the resolution to approve relevant proposal has been passed at the shareholders meeting.

The stock company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for a period of ten years from the day when the resolution at the shareholders meeting is deemed to have been passed pursuant to the provisions of the preceding paragraph.

The shareholders and creditors may submit the following requests at any time during the business hours of the stock company:

request for inspection or copying of the documents under the preceding paragraph; and

request to inspect or copy 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 the preceding paragraph.

If it is necessary for the purpose of exercising the rights of a member of the parent company of a stock company, the relevant member of the parent company may, with the permission of the court, make the requests set forth in each item of the preceding paragraph with respect to the document or electronic or magnetic record referred to in paragraph (2).

If it is deemed that the resolutions to approve proposals on all matters that are the purpose of the annual shareholders meeting have been passed at the shareholders meeting pursuant to the provisions of paragraph (1), relevant annual shareholders meeting is deemed concluded at that time.

If the directors notify all shareholders of any matter that is to be reported to the shareholders meeting, if all shareholders manifest in writing or in an electronic or magnetic record their intention to agree that it is not necessary to report relevant matter to the shareholders meeting, it is deemed that relevant matter has been reported to the shareholders meeting.

At general meetings of class shareholders, only the matters provided for in this Act and the matters provided for in the articles of incorporation may be resolved.

If a company with class shares carries out an act set forth in the following items, if it is likely to cause detriment to the class shareholders of any class of shares, relevant act does not become effective unless a resolution is passed at a general meeting of class shareholders constituted by the class shareholders of the shares of relevant class (if there are two or more classes of shares relating to relevant class shareholders, referring to the respective general meetings of class shareholders constituted by the class shareholders categorized by the class of relevant two or more classes of shares; hereinafter the same applies in this Article); provided, however, that this does not apply to the case where there exists no class shareholder who may exercise votes at relevant general meeting of class shareholders:

amendment of the articles of incorporation with respect to the following matters (excluding those provided for in Article 111, paragraph (1) or paragraph (2));

creation of a new class of the shares;

change in the features of the shares;

increase of the total number of authorized shares, or total number of authorized shares in a class;

the approval referred to in Article 179-3, paragraph (1);

consolidation of shares or share split;

allotment of share without contribution provided for in Article 185;

solicitation of persons who subscribe for the shares of relevant stock company (limited to that which prescribes the matters set forth in each item of Article 202, paragraph (1));

solicitation of persons who subscribe for the share options of relevant stock company (limited to that which prescribes the matters set forth in each item of Article 241, paragraph (1));

allotment of share option without contribution provided for in Article 277;

merger;

absorption-type company split;

succession by absorption-type company split to some or all of the rights and obligations held by another company with respect to the company's business;

incorporation-type company split;

share exchange;

acquisition of all issued shares of another stock company by share exchange;

share transfer; or

partial share exchange.

A company with class shares may provide in the articles of incorporation that, as a feature of a certain class of shares, a resolution at the general meeting of class shareholders pursuant to the provisions of the preceding paragraph is not required.

The provisions of the paragraph (1) do not apply to general meeting of class shareholders constituted by the class shareholders of the class which is subject to the provisions of the articles of incorporation pursuant to the provisions of the preceding paragraph; provided, however, that this does not apply to the cases where the amendment in the articles of incorporation prescribed in paragraph (1), item (i) (excluding the amendment relating to share unit) is carried out.

After shares of a certain class are issued if it is intended to create provisions pursuant to the provisions of paragraph (2) with respect to the shares of the class by effecting an amendment in the articles of incorporation, the consent of all class shareholders of the class must be obtained.

If, at a company with class shares, there are provisions, as a feature of a certain class of shares, to the effect that, with respect to the matter that is subject to the resolution at the shareholders meeting (or at a shareholders meeting or board of directors meeting for a company with board of directors, or at a shareholders meeting or board of liquidators meeting for a company with board of liquidators), in addition to relevant resolution, the resolution at a general meeting of class shareholders constituted by the class shareholders of relevant class of shares is required, relevant matter does not become effective unless the resolution is passed at a general meeting of class shareholders constituted by the class shareholders of the shares of relevant class in addition to the resolution at the shareholders meeting, board of directors or board of liquidators, consistently with the provisions of articles of incorporation; provided, however, that this does not apply to the case where there exists no class shareholder who may vote at relevant general meeting of class shareholders.

Unless otherwise provided for in the articles of incorporation, resolutions at a general meeting of class shareholders are passed by a majority of the votes of the shareholders of that class present at the meeting where the shareholders who hold a majority of the votes of all shareholders of the shares of relevant class are present.

Notwithstanding the provisions of the preceding paragraph, the resolutions at the following general meetings of class shareholders must be passed by a majority of two thirds (if any higher proportion is provided for in the articles of incorporation, the proportion) or more of the votes of the shareholders present at the meeting where the shareholders who hold a majority of the votes (if any proportion of one third or more is provided for in the articles of incorporation, the proportion or more) of the shareholders who are entitled to vote at relevant general meeting of class shareholders are present. In these cases, it is not precluded from providing in the articles of incorporation, in addition to relevant requirements for resolution, additional requirements including those providing to the effect that the approval of a certain number or more of the shareholders are required:

general meeting of class shareholders under Article 111, paragraph (2) (limited to the cases where, as a feature of a certain class of shares, a provision of the articles of incorporation is to be created with respect to the matters set forth in Article 108, paragraph (1), item (vii));

general meeting of class shareholders under of Article 199, paragraph (4) and Article 200, paragraph (4);

general meeting of class shareholders under Article 238, paragraph (4) and Article 239, paragraph (4);

general meeting of class shareholders under Article 322, paragraph (1);

general meeting of class shareholders under Article 339, paragraph (1) which is applied following the deemed replacement of terms pursuant to the provisions of Article 347, paragraph (2);

general meeting of class shareholders under Article 795, paragraph (4);

general meeting of class shareholders under Article 816-3, paragraph (3).

Notwithstanding the provisions of the preceding two paragraphs, the resolutions at the following general meetings of class shareholders must be passed by a majority (if a higher proportion is provided for in the articles of incorporation, the proportion or more) of the shareholders entitled to vote at relevant general meeting of class shareholders, being a majority of two thirds (if a higher proportion is provided for in the articles of incorporation, the proportion) or more of the votes of relevant shareholders:

general meetings of class shareholders under Article 111, paragraph (2) (limited to the cases where, as a feature of a certain class of shares, a provision of the articles of incorporation is to be created with respect to the matters set forth in Article 108, paragraph (1), item (vii));

general meetings of class shareholders under Article 783, paragraph (3) and Article 804, paragraph (3).

The provisions of the preceding Subsection (excluding Article 295, paragraph (1) and paragraph (2), Article 296, paragraph (1) and paragraph (2), and Article 309) apply mutatis mutandis to the general meeting of class shareholders. In these cases, in Article 297, paragraph (1),the term "all shareholders" is deemed to be replaced with "all shareholders (limited to the shareholders of a certain class of shares; hereinafter the same applies in this Subsection (excluding Article 308, paragraph (1)))", and the term "shareholders" is deemed to be replaced with "shareholders (limited to the shareholders of a certain class of shares; hereinafter the same applies in this Subsection (excluding Article 318, paragraph (4) and Article 319, paragraph (3)))".

A stock company may provide in its articles of incorporation that when the directors perform shareholders meeting (including general meeting of class shareholders) convocation procedures, measures may be taken for electronic provision (measures so that shareholders (if the general meeting of class shareholders is convened, limited to shareholders of shares of a class) can receive the provision of information by electronic or magnetic means as prescribed in a Ministry of Justice Order; the same applies in this Subsection, Article 911, paragraph (3), item (xii)-2 and Article 976, item (xix)) of the information which is the content of the materials set forth in the following items (hereinafter in this Subsection referred to as " reference documents for shareholders meeting"). In this case, it is sufficient for the articles of incorporation to provide that measures for electronic provision are taken.

reference documents for shareholder meetings;

voting forms;

financial statements and business reports provided in Article 437; and

consolidated financial statements provided in Article 444, paragraph (6).