①A stock company effecting entity conversion must, from the day on which the entity conversion plan began to be kept until the day on which the entity conversion becomes effective (hereinafter referred to as the "effective day" in this Section), keep documents detailing the contents of the entity conversion plan 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.

②The "day on which the entity conversion plan began to be kept" prescribed in the preceding paragraph means the earliest of the following days:

③Shareholders and creditors of a stock company effecting entity conversion may make the following requests to the stock company at any time during its business hours;provided, however, that the fees designated by the stock company are required to be paid in order to make the requests set forth in item (ii) or item (iv):

①A stock company effecting entity conversion must obtain the consent of all shareholders of the stock company with regard to the entity conversion plan by the day immediately preceding the effective day.

②A stock company effecting entity conversion must notify its registered pledgees of shares and registered pledgees of share options thereof that it will effect entity conversion, by twenty days prior to the effective day.

③A public notice may be substituted for the notice under the provisions of the preceding paragraph.

①If a stock company effects entity conversion, holders of share options of the stock company effecting entity conversion may demand that the stock company purchase, at a fair price, the share options that they hold.

②If holders of the share options attached to bonds with share options intend to make the demand under the preceding paragraph (hereinafter referred to as "the "exercise of appraisal rights on share options" in this Section), they must also demand that the stock company purchase the bonds concerning bonds with share options;provided, however, that this does not apply if it is otherwise provided for with respect to the share options attached to the bonds with share options.

③A stock company which intends to effect entity conversion must notify the holders of share options thereof that it will effect entity conversion, by twenty days prior to the effective day.

④A public notice may be substituted for the notice under the provisions of the preceding paragraph.

⑤To exercise appraisal rights on share options, the share option holder must indicate the features and number of the share options with respect to which the holder is exercising appraisal rights, between twenty days prior to the effective day and the day immediately preceding the effective day.

⑥When intending to exercise appraisal rights on share options in respect of share options for which share option certificates have been issued, the holder of those share options must submit to a stock company effecting the entity conversion the share option certificates;provided, however, that this does not apply to a person who files a petition for public notice prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to those share option certificates.

⑦When intending to exercise appraisal rights on share options in respect of share options attached to bonds with share option for which certificate representing the bond with share options have been issued, the holder of those share options must submit to the stock company effective entity conversion the certificate representing the bond with share options;provided, however, that this does not apply to a person who files a petition for public notice prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to that certificate representing the bond with share options.

⑧Share option holders exercising appraisal rights on share options may withdraw their demands for appraisal of the share options only with the approval of the stock company effecting the entity conversion.

⑨The demands of the share option holders exercising appraisal rights on share options lose effect if the entity conversion is cancelled.

⑩The provisions of Article 260 do not apply to share options for the exercise of appraisal rights on share options.

①If a share option holder exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options (if relevant share options are attached to bonds with share options, if a holder thereof demands that the stock company effecting the entity conversion purchase the bonds constituting those bonds with share options, including the relevant bonds; hereinafter the same applies in this Article) is reached between the share option holder and the stock company effecting entity conversion (after the effective day, the membership company after entity conversion; hereinafter the same applies in this Article), the stock company must make payment within sixty days from the effective day.

②If no agreement on the determination of the price of the share options is reached within thirty days from the effective day, share option holders or the membership company after entity conversion may file a petition for the court to determine the price within thirty days after the expiration of that period.

③Notwithstanding the provisions of paragraph (8) 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, share option holders exercising appraisal rights on the share options may withdraw their demands for appraisal of the share options at any time after the expiration of that period.

④The membership company after entity conversion 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).

⑤A stock company effecting an entity conversion may pay the amount that the stock company considers to be a fair price to share option holders by the determination of price of share options.

⑥The purchase of share options relating to the exercise of appraisal rights on share options becomes effective on the effective day.

⑦If a share option holder exercises appraisal rights on share options with respect to share options for which share option certificates are issued, the stock company effecting the entity conversion must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the hare option certificates.

⑧If a share option holder exercises appraisal rights on share options with respect to share options attached to a bond with share options for which a certificate for a bond with share options is issued, the stock company effecting the entity conversion must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the certificate for the bond with share options.

①Creditors of a stock company effecting entity conversion may state their objections to the entity conversion to the stock company.

②A stock company effecting entity conversion must give public notice of the matters set forth below in Official Gazette and must give notices separately to each known creditor, if any;provided, however, that the period under item (iii) may not be less than one month:

③Notwithstanding the provisions of the preceding paragraph, if a stock company effecting entity conversion gives public notice under that paragraph by the method of public notice set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph in addition to Official Gazette, the stock company is not required to give separate notices under the provisions of the preceding paragraph.

④If creditors do not raise any objections within the period under paragraph (2), item (iii), the creditors are deemed to have approved the entity conversion.

⑤If creditors raise objections within the period under paragraph (2), item (iii), the stock company effecting entity conversion must make payment or provide reasonable security to the creditors, or entrust equivalent property to a trust company, etc. for the purpose of having the creditors receive the payment;provided, however, that this does not apply if there is no risk of harm to the creditors by the entity conversion.

①A stock company effecting entity conversion may change the effective day.

②In the cases prescribed in the preceding paragraph, the stock company effecting entity conversion must give public notice of the changed effective day by the day immediately preceding the original effective day (or, immediately preceding the changed effective day, if the changed effective day comes before the original effective day).

③When the effective day is changed pursuant to the provisions of paragraph (1), the provisions of this subsection and Article 745 apply by deeming the changed effective day to be the effective day.

①A membership company effecting entity conversion must obtain the consent of all members of the membership company with regard to the entity conversion plan by the day immediately preceding the effective day;provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

②The provisions of Article 779 (excluding paragraph (2), item (ii)) and the preceding Article apply mutatis mutandis to a membership company effecting entity conversion. In those cases, the term "stock company effecting entity conversion" in Article 779, paragraph (3) is deemed to be replaced with "membership company (limited to a limited liability company) effecting entity conversion", and the term "and Article 745" in paragraph (3) of the preceding Article is deemed to be replaced with "and Article 747 and paragraph (1) of the following Article".

①Each 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:

②The "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:

③Shareholders 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):

①A 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.

②Notwithstanding 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.

③If 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.

④If 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.

⑤An 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.

⑥A public notice may be substituted for the notice under the provisions of the preceding paragraph.

①The 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.

②The 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:

①In 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:

②The "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):

③A 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).

④In the following cases, a public notice may be substituted for the notice under the provisions of the preceding paragraph:

⑤To 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.

⑥When 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.

⑦Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the disappearing stock company, etc.

⑧The demands of the shareholders exercising appraisal rights lose effect if the absorption-type merger, etc. is cancelled.

⑨The provisions of Article 133 do not apply to shares for the exercise of appraisal rights.

①If 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.

②If 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.

③Notwithstanding 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.

④A 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).

⑤A 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.

⑥A share purchase connected with the exercise of appraisal rights becomes effective on the effective day.

⑦If 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.

①In cases of carrying out any one of the acts set forth in the following items, holders of share options of the disappearing stock company, etc. provided for in those items may demand that the disappearing stock company, etc. purchase, at a fair price, the share options that they hold:

②If of share options attached to bonds with share options intend to make the demand under the preceding paragraph (hereinafter referred to as the "exercise of appraisal rights on share options" in this Division), they must also demand that the disappearing stock company, etc. purchase the bonds for bonds with share options;provided, however, that this does not apply if it is otherwise provided for with respect to the share options attached to relevant bonds with share options.

③The disappearing stock companies, etc. set forth in the following items must notify holders of share options provided for in those items that they 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:

④A public notice may be substituted for the notice under the provisions of the preceding paragraph.

⑤To exercise appraisal rights on share options, the share option holder must indicate the features and number of the share options with respect to which the holder is exercising those appraisal rights, between twenty days prior to the effective day and the day immediately preceding the effective day.

⑥When intending to exercise appraisal rights on share options in respect of share options for which share option certificates have been issued, the holder of those share options must submit to disappearing stock company, etc. the share option certificates;provided, however, that this does not apply to a person who files a public petition as prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to those share option certificates.

⑦When intending to exercise appraisal rights on share options in respect of share options attached to bonds with share options for which certificate representing the bond with share options have been issued, the holder of those share options must submit to the disappearing stock company, etc. the certificate representing the bond with share options;provided, however, that this does not apply to a person who files a petition for public notice as prescribed in Article 114 of the Non-Contentious Cases Procedure Act with respect to that certificate representing the bond with share options.

⑧Share option holders exercising appraisal rights on share options may withdraw their demands for appraisal of the share options only with the approval of the disappearing stock company, etc.

⑨The demands of the share option holders exercising appraisal rights on share options lose effect if the absorption-type merger, etc. is cancelled.

⑩The provisions of Article 260 do not apply to share options for the exercise of appraisal rights on share options.

①If a holder of share options exercises appraisal rights on the share options, if an agreement on the determination of the price of the share options (if relevant share options are attached to bonds with share options, if a holder thereof demands the disappearing stock company, etc. to purchase the bonds constituting those bonds with share options, including relevant bonds; hereinafter the same applies in this Article) is reached between the share option holder and the disappearing stock company, etc. (or, after the effective day in cases of effecting an absorption-type merger, the company surviving the absorption-type merger; hereinafter the same applies in this Article), the disappearing stock company, etc. must make payment within sixty days from the effective day.

②If no agreement on the determination of the price of the share options is reached within thirty days from the effective day, the share option holder 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.

③Notwithstanding the provisions of paragraph (8) 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, the share option holders exercising appraisal rights on the share options may withdraw their demands for appraisal of the share options at any time after the expiration of that period.

④The 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).

⑤A disappearing stock company may pay the amount that the disappearing stock company considers to be a fair price to share option holders by the determination of price of share options.

⑥The purchase of share options relating to the exercise of appraisal rights on share options becomes effective on the effective day.

⑦If a share option holder exercises appraisal rights on share options with respect to share options for which share option certificates are issued, the disappearing stock company, etc. must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the hare option certificates.

⑧If a share option holder exercises appraisal rights on share options with respect to share options attached to a bond with share options for which a certificate for a bond with share options is issued, the disappearing stock company, etc. must pay the price of the share options relating to the exercise of appraisal rights on the share options in exchange for the certificate for the bond with share options.

①In the cases set forth in the following items, the creditors provided for in those items may state their objections to the absorption-type merger, etc. to the disappearing stock company, etc.:

②If all or part of the creditors of the disappearing stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the disappearing stock company, etc. must give public notice of the matters set forth below in Official Gazette and must give notices separately to each known creditor (limited to one who is able to state an objection pursuant to the provisions of that paragraph), if any;provided, however, that the period stated in item (iv) may not be less than one month:

③Notwithstanding the provisions of the preceding paragraph, if the disappearing stock company, etc. gives public notice under that paragraph by the method of public notice set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph in addition to Official Gazette, the disappearing stock company, etc. is not required to give separate notices under the provisions of the preceding paragraph (excluding the notices to creditors of the obligations of the stock company splitting in an absorption-type split that have arisen due to a tort in the case of effecting an absorption-type company split).

④If creditors do not raise any objections within the period under paragraph (2), item (iv), relevant creditors are deemed to have approved the absorption-type merger, etc.

⑤If creditors raise objections within the period under paragraph (2), item (iv), the disappearing stock company, etc. must make payment or provide reasonable security to relevant creditors, or entrust equivalent property to a trust company, etc. for the purpose of having relevant creditors receive the payment;provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant absorption-type merger, etc.

①A disappearing stock company, etc. may change the effective day by agreement with the surviving company, etc.

②In the cases prescribed in the preceding paragraph, the disappearing stock company, etc. must give public notice of the changed effective day by the day immediately preceding the original effective day (or, immediately preceding the changed effective day, if the changed effective day comes before the original effective day).

③When the effective day is changed pursuant to the provisions of paragraph (1), the provisions of this Section and Article 750, Article 752, Article 759, Article 761, Article 769, and Article 771 apply by deeming the changed effective day to be the effective day.

①The stock company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange must, without delay after the effective day, prepare what are provided for in the following items for the categories set forth respectively in those items, jointly with the company succeeding in the absorption-type split or the wholly owning parent company resulting from the share exchange:

②A stock company splitting in an absorption-type split or a wholly owned subsidiary company resulting from a share exchange must, for a period of six months from the effective day, keep the documents or electronic or magnetic records referred to in the items of the preceding paragraph at its head office.

③Shareholders, creditors and any other interested parties of a stock company splitting in an absorption-type split may make the following requests to the stock company splitting in the absorption-type split at any time during its business hours;provided, however, that the fees designated by the stock company splitting in the absorption-type split are required to be paid in order to make the requests set forth in item (ii) or item (iv):

④The provisions of the preceding paragraph apply mutatis mutandis to a wholly owned subsidiary company resulting from a share exchange. In these cases, the phrase "shareholders, creditors and any other interested parties of a stock company splitting in the absorption-type split" is deemed to be replaced with "persons who were shareholders or holders of share option in the wholly owned subsidiary company resulting from the share exchange as of the effective day".

The provisions of Article 445, paragraph (4), Article 458 and Part II, Chapter V, Section 6 do not apply to the acts set forth below:

①A membership company conducting any one of the acts below must obtain the consent of all members of the membership company with regard to the absorption-type merger agreement, etc. by the day immediately preceding the effective day;provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation:

②The provisions of Article 789 (excluding paragraph (1), item (iii) and paragraph (2), item (iii)) and Article 790 apply mutatis mutandis to a membership company disappearing in an absorption-type merger or a company splitting in an absorption-type split, which is a limited liability company (hereinafter referred to as the "limited liability company splitting in the absorption-type split" in this Section). In these cases, the phrase "creditors of the stock company splitting in the absorption-type split who are unable to request the stock company splitting in the absorption-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the absorption-type split jointly and severally assumes with the company succeeding in the absorption-type split as a guarantor) (or, if there are provisions on the matter set forth in Article 758, item (viii) or Article 760, item (vii), creditors of the stock company splitting in the absorption-type split)" in Article 789, paragraph (1), item (ii) is deemed to be replaced with "creditors of the stock company splitting in the absorption-type split who are unable to request the stock company splitting in the absorption-type split to perform the obligations (including performance of the guarantee obligations that the stock company splitting in the absorption-type split jointly and severally assumes with the company succeeding in the absorption-type split as a guarantor)" and the term "disappearing stock company, etc." in paragraph (3) of that Article is deemed to be replaced with "membership company disappearing in the absorption-type merger (limited to a limited liability company if the company surviving the absorption-type merger is a stock company or a limited liability company) or the limited liability company splitting in the absorption-type split".

①A stock company surviving an absorption-type merger, a stock company succeeding in an absorption-type split, or the wholly owning parent stock company resulting from a share exchange (hereinafter referred to as the "surviving 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 effective day, keep documents detailing the absorption-type merger agreement, etc. 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.

②The "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:

③Shareholders and creditors of a surviving stock company, etc. (or, if the monies, etc. to be delivered to shareholders of the wholly owned subsidiary company resulting from a share exchange are limited to shares of the wholly owning parent stock company resulting from the share exchange or those prescribed by Ministry of Justice Order as being equivalent thereto (excluding the case prescribed in Article 768, paragraph (1), item (iv), (c)), shareholders) may make the following requests to the surviving stock company, etc. at any time during its business hours;provided, however, that the fees designated by the surviving stock company, etc. are required to be paid in order to make the requests set forth in item (ii) or item (iv):

①A surviving 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.

②In the cases set forth below, a director must explain to that effect at the shareholders meeting referred to in the preceding paragraph:

③If the assets of a company disappearing in an absorption-type merger or a company splitting in an absorption-type split include shares of the stock company surviving the absorption-type merger or the stock company succeeding in the absorption-type split, a director must explain the matters concerning relevant shares at the shareholders meeting referred to in paragraph (1).

④Where the surviving stock company, etc. is a company with class shares, in the cases set forth in the following items, an absorption-type merger, etc. does not become effective without a resolution at a general meeting of class shareholders constituted by class shareholders of the class of shares provided for respectively in those items (limited to shares with a restriction on transfer and for which the provisions of the articles of incorporation referred to in Article 199, paragraph (4) do not exist) (if there are two or more classes of shares relating to relevant 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:

①The provisions of paragraphs (1) through (3) of the preceding Article do not apply if a company disappearing in an absorption-type merger, the company splitting in an absorption-type split or the wholly owned subsidiary company resulting from a share exchange (hereinafter referred to as the "disappearing company, etc." in this division) is the special controlling company of the surviving stock company, etc.;provided, however, that this does not apply 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, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split are shares with a restriction on transfer, etc. of the surviving stock company, etc., and the surviving stock company, etc. is not a public company.

②The provisions of paragraphs (1) through (3) of the preceding Article do not apply if the amount set forth in item (i) does not exceed one-fifth (or, if a lesser proportion is prescribed in the articles of incorporation of the surviving stock company, etc., the proportion) of the amount set forth in item (ii);provided, however, that this does not apply in the cases set forth in the items of paragraph (2) of that Article or the cases prescribed in the proviso to the preceding paragraph:

③In the cases prescribed in the main clause of the preceding paragraph, if shareholders that hold the shares (limited to those that entitle the shareholders to exercise voting rights at a shareholders meeting under paragraph (1) of the preceding Article) in the number prescribed by Ministry of Justice Order notify the surviving stock company, etc. to the effect that relevant shareholders dissent from the absorption-type merger, etc., within two weeks from the day of the notice under the provisions of Article 797, paragraph (3) or the public notice under paragraph (4) of that Article, the relevant surviving stock company, etc. must obtain the approval of the absorption-type merger agreement, etc. by a resolution at a shareholders meeting no later than the day immediately preceding the effective day.

In the following cases, if shareholders of the surviving stock company, etc. are likely to suffer disadvantages, shareholders of the surviving stock company, etc. may demand the surviving stock company, etc. to cease an absorption-type merger, etc.;provided, however, that this does not apply to cases prescribed in the main clause of paragraph (2) of the preceding Article (excluding the cases set forth in the items of Article 795, paragraph (2) and the cases prescribed in the proviso to paragraph (1) or paragraph (3) of the preceding Article):

①In cases of effecting an absorption-type merger, etc., dissenting shareholders may demand that the surviving stock company, etc. purchase, at a fair price, the shares that they hold;provided, however, that this does not apply to the cases prescribed in the main clause of Article 796, paragraph (2) (excluding the cases set forth in the items of Article 795, paragraph (2) and the cases prescribed in the proviso to Article 796, paragraph (1), or (3)).

②The "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:

③A surviving stock company, etc. must notify its shareholders (excluding the special controlling company in the cases prescribed in the main clause of Article 796, paragraph (1)) that it will effect an absorption-type merger, etc. and the trade name and address of the disappearing company, etc. (or, in the cases prescribed in Article 795, paragraph (3), the fact that it will effect an absorption-type merger, etc., the trade name and address of the disappearing company, etc. and the matters concerning shares set forth in that paragraph), by twenty days prior to the effective day.

④In the following cases, a public notice may be substituted for the notice under the provisions of the preceding paragraph:

⑤To 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 those 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.

⑥When 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 surviving 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.

⑦Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the surviving stock company, etc.

⑧The demands of the shareholders exercising appraisal rights lose effect if the absorption-type merger, etc. is cancelled.

⑨The provisions of Article 133 do not apply to shares for the exercise of appraisal rights.

①If a shareholder exercises appraisal rights and an agreement determining the price of the shares is reached between the shareholder and the surviving stock company, etc., the surviving stock company, etc. must pay that price within sixty days from the effective day.

②If no agreement on the determination of the price of the shares is reached within thirty days from the effective day, shareholders or the surviving stock company, etc. may file a petition for the court to determine the price within thirty days after the expiration of that period.

③Notwithstanding 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 the period.

④The surviving 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).

⑤The surviving stock company, etc. may pay the amount that the surviving company, etc. considers as fair price to shareholders until the determination of the price of shares.

⑥A share purchase connected with the exercise of appraisal rights becomes effective on the effective day.

⑦If 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.

①In the cases set forth in the following items, the creditors provided for in those items may state their objections to the absorption-type merger, etc. to the surviving stock company, etc.:

②If the creditors of the surviving stock company, etc. are able to state their objection pursuant to the provisions of the preceding paragraph, the surviving stock company, etc. must give public notice of the matters set forth below in Official Gazette and must give notices separately to each known creditor, if any;provided, however, that the period under item (iv) may not be less than one month:

③Notwithstanding the provisions of the preceding paragraph, if the surviving stock company, etc. gives public notice under that paragraph by method of public notice set forth in Article 939, paragraph (1), item (ii) or item (iii) in accordance with the provisions of the articles of incorporation under the provisions of that paragraph beyond Official Gazette, the surviving stock company, etc. is not required to give separate notices under the provisions of the preceding paragraph.

④If creditors do not raise any objections within the period under paragraph (2), item (iv), relevant creditors are deemed to have approved the absorption-type merger, etc.

⑤If creditors raise objections within the period under paragraph (2), item (iv), the surviving stock company, etc. must make payment or provide reasonable security to relevant creditors, or entrust equivalent property to a trust company, etc. for the purpose of having relevant creditors receive the payment;provided, however, that this does not apply if there is no risk of harm to relevant creditors by relevant absorption-type merger, etc.

①Notwithstanding the provisions of Article 135, paragraph (1), if all or part of the monies, etc. to be delivered to shareholders of the stock company disappearing in an absorption-type merger or the wholly owned subsidiary company resulting from a share exchange, to members of the membership company disappearing in the absorption-type merger or to the company splitting in the absorption-type split (hereinafter referred to as "shareholders, etc. of the disappearing company, etc." in this paragraph) are the parent company's shares (meaning the parent company's shares prescribed in paragraph (1) of that Article; hereinafter the same applies in this Article) of the surviving stock company, etc., the surviving stock company, etc. may acquire relevant parent company's shares in a number not exceeding the total number of relevant parent company's shares to be delivered to the shareholders, etc. of the disappearing company, etc. at the time of the absorption-type merger, etc.

②Notwithstanding the provisions of Article 135, paragraph (3), the surviving stock company, etc. referred to in the preceding paragraph may hold the parent company's shares of the surviving stock company, etc. until the effective day;provided, however, that this does not apply when the absorption-type merger, etc. is cancelled.

①A stock company surviving an absorption-type merger must, without delay after the effective day, prepare documents detailing the rights and obligations that the stock company surviving the absorption-type merger succeeded to by transfer from the company disappearing in the absorption-type merger through the absorption-type merger and any other information prescribed by Ministry of Justice Order as concerning an absorption-type merger, or electronic or magnetic records in which the information has been recorded.

②The stock company succeeding in an absorption-type split (limited to the stock company succeeding in the absorption-type split where the limited liability company effects the absorption-type company split) must, without delay after the effective day, prepare, jointly with the limited liability company splitting in the absorption-type split, documents detailing the rights and obligations that the stock company succeeding in the absorption-type split succeeded to by transfer from the limited liability company splitting in the absorption-type split through the absorption-type company split and any other information prescribed by Ministry of Justice Order as concerning an absorption-type company split, or electronic or magnetic records in which the information has been recorded.

③Each of the surviving stock companies, etc. set forth in the following items must, for a period of six months from the effective day, keep what are specified respectively in those items at its head office:

④Shareholders and creditors of the stock company surviving an absorption-type merger may make the following requests to the stock company surviving the absorption-type merger at any time during its business hours;provided, however, that the fees designated by the stock company surviving the absorption-type merger are required to be paid in order to make the requests referred to in item (ii) or item (iv):

⑤The provisions of the preceding paragraph apply mutatis mutandis to the stock company succeeding in an absorption-type split. In these cases, the phrase "shareholders and creditors" in that paragraph is deemed to be replaced with "shareholders, creditors and any other interested parties", and the term "item (i) of the preceding paragraph" in the items of that paragraph is deemed to be replaced with "item (ii) of the preceding paragraph".

⑥The provisions of paragraph (4) apply mutatis mutandis to the wholly owning parent stock company resulting from a share exchange. In these cases, the phrase "shareholders and creditors" in that paragraph is deemed to be replaced with "shareholders and creditors (or, if monies, etc. to be delivered to shareholders of the wholly owned subsidiary company resulting from a share exchange are limited to shares in the wholly owning parent stock company resulting from the share exchange or those prescribed by Ministry of Justice Order as being equivalent thereto (excluding the case prescribed in Article 768, paragraph (1), item (iv), (c)), shareholders of the wholly owning parent stock company resulting from the share exchange)", and the term "item (i) of the preceding paragraph" in the items of that paragraph is deemed to be replaced with "item (iii) of the preceding paragraph".

①A membership company conducting any one of the acts set forth in the following items (hereinafter referred to as the "surviving membership company, etc." in this Article) must, in the cases specified respectively in those items, obtain the consent of all members of the surviving membership company, etc. with regard to the absorption-type merger agreement, etc. by the day immediately preceding the effective day;provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation:

②The provisions of Article 799 (excluding paragraph (2), item (iii)) and Article 800 apply mutatis mutandis to a surviving membership company, etc. In these cases, the term "shares in the wholly owning parent stock company resulting from the share exchange" in Article 799, paragraph (1), item (iii) is deemed to be replaced with "equity interest in the wholly owning parent limited liability company resulting from the share exchange", and the phrase "thereto, or in the cases prescribed in Article 768, paragraph (1), item (iv), (c)" in that item is deemed to be replaced with "thereto".

①Each of the stock companies set forth in the following items (hereinafter referred to as a "disappearing stock company, etc." in this Division) must, from the day on which the consolidation-type merger agreement, etc. began to be kept until the day on which six months have elapsed from the day of formation of the company incorporated in the consolidation-type merger, the company incorporated in the incorporation-type split, or the wholly owning parent company incorporated in a share transfer (hereinafter referred to as an "incorporated company" in this division) (or, for any stock company disappearing in a consolidation-type merger, the day of formation of the company incorporated in the consolidation-type merger), keep documents detailing what is specified in those items (hereinafter referred to as the "consolidation-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:

②The "day on which the consolidation-type merger agreement, etc. began to be kept" prescribed in the preceding paragraph means the earliest of the following days:

③Shareholders and creditors of a disappearing stock company, etc. (or, in the case of a wholly owned subsidiary company resulting from a share transfer, 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):

①A disappearing stock company, etc. must obtain the approval of the consolidation-type merger agreement, etc. by a resolution at a shareholders meeting.

②Notwithstanding the provisions of the preceding paragraph, if the company incorporated in the consolidation-type merger is a membership company, consent of all shareholders of the stock companies disappearing in the consolidation-type merger must be obtained with regard to the consolidation-type merger agreement.

③If a stock company disappearing in a consolidation-type merger or the wholly owned subsidiary company resulting from a share transfer is a company with classes shares, if all or part of the shares, etc. of the stock company incorporated in the consolidation-type merger or the wholly owning parent company incorporated in a share transfer to be delivered to shareholders of the stock company disappearing in the consolidation-type merger or the wholly owned subsidiary company resulting from a share transfer are shares with a restriction on transfer, etc., the consolidation-type merger or the share transfer does not become effective without a resolution at a general meeting of class shareholders constituted by 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 relevant 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 able to exercise a voting right at relevant general meeting of class shareholders.

④A disappearing stock company, etc. must notify its registered pledgees of shares (excluding the registered pledgees of shares in the cases prescribed in the following Article) and registered pledgees of share options concerning the share options specified in the items of Article 808, paragraph (3) that it will effect the consolidation-type merger, the incorporation-type company split or the share transfer (hereinafter referred to as a "consolidation-type merger, etc." in this Section) within two weeks from the day of the resolution at the shareholders meeting set forth in paragraph (1) (or, in the cases prescribed in paragraph (2), the day of obtainment of the consent of all shareholders set forth in that paragraph).

⑤A 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 sum of the book value of the assets that the company incorporated in an incorporation-type split succeeds to through the incorporation-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 incorporation-type split, relevant 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 incorporation-type split.

If a consolidation-type merger, etc. violates laws and regulations or the articles of incorporations, if shareholders of a disappearing stock company, etc. are likely to suffer disadvantages, shareholders of the disappearing stock company, etc. may demand the disappearing stock company, etc. to cease the consolidation-type merger, etc.;provided, however, that this does not apply to cases prescribed in the preceding Article.

①In cases of effecting a consolidation-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:

②The "dissenting shareholders" provided for in the preceding paragraph means the shareholders provided for in the following items:

③A disappearing stock company, etc. must notify its shareholders that it will effect a consolidation-type merger, etc. and the trade names and addresses of the companies disappearing in the consolidation-type merger, the company splitting in the incorporation-type split, or the wholly owned subsidiary company resulting from a share transfer (hereinafter referred to as the "disappearing company, etc." in this Section) and the incorporated company, within two weeks from the day of the resolution at the shareholders meeting referred to in Article 804, paragraph (1);provided, however, that this does not apply in the cases set forth in the items of paragraph (1).

④A public notice may be substituted for the notice under the provisions of the preceding paragraph.

⑤To 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 the appraisal rights (or, for a company with classes shares, the classes of the shares and the number of shares for each class), within twenty days from the day of the notice under the provisions of paragraph (3) or the public notice under the preceding paragraph.

⑥When 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.

⑦Shareholders exercising appraisal rights may withdraw their demands for appraisal only with the approval of the disappearing stock company, etc.

⑧The demands of the shareholders exercising appraisal rights lose effect if the consolidation-type merger, etc. is cancelled.