Financial Instruments and Exchange Act

In implementing an absorption-type merger, in the case set forth in any of the following items, the shareholder set forth in that item may demand the incorporated financial instruments exchange surviving the absorption-type merger to purchase its shares at a fair price; provided, however, that this does not apply to the case prescribed in the main clause of Article 139-9, paragraph (1) (excluding the case prescribed in the proviso to that paragraph, or paragraph (2) of that Article):

if a resolution at a shareholders meeting (including a class shareholders meeting) is required in order for the absorption-type merger to be implemented: the following shareholders:

a shareholder that notifies the incorporated financial instruments exchange surviving the absorption-type merger that it is against the absorption-type merger prior to the shareholders meeting, and opposes the absorption-type merger at the shareholders meeting (limited to a shareholder that is entitled to exercise voting rights at that shareholders meeting); or

a shareholder that is not entitled to exercise the voting rights at the shareholders meeting;

cases other than that prescribed in the preceding item:all shareholders.

The provisions of Article 797, paragraphs (5) through (9); Article 798; Article 868, paragraph (1); Article 870, paragraph (2) (limited to the part that involves item (ii)); Article 870-2; the main clause of Article 871; Article 872 (limited to the part that involves item (v)); Article 872-2; the main clause of Article 873; Article 875; and Article 876 of the Companies Act apply mutatis mutandis to a demand under the preceding paragraph. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

The creditor of an incorporated financial instruments exchange surviving an absorption-type merger may state an objection to the incorporated financial instruments exchange surviving the absorption-type merger with regard to the absorption-type merger.

The incorporated financial instruments exchange surviving an absorption-type merger must give public notice of the following particulars in the Official Gazette, and must give an individual demand of those particulars to each of its known creditors (including the bond administrator under Article 702 of the Companies Act (simply referred to as the "bond administrator" in paragraph (8)) or the bond administration assistant provided for in Article 714-2 of that Act, if there is a bond administrator or a bond administration assistant); provided, however, that the period set forth in item (iv) may not be less than one month:

that an absorption-type merger is to be implemented;

the name and address of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger;

particulars specified by Cabinet Office Order as pertinent to the financial statements of the incorporated financial instruments exchange surviving the absorption-type merger; and

that a creditor may state an objection within a specified period.

Notwithstanding the provisions of the preceding paragraph, if the incorporated financial instruments exchange surviving an absorption-type merger gives public notice under the provisions of that paragraph in the Official Gazette as well as by the means of public notice set forth in Article 939, paragraph (1), item (ii) of the Companies Act (meaning a means of public notice as defined in Article 2, item (xxxiii) of that Act) or through an electronic public notice, pursuant to the provisions of the articles of incorporation under the provisions of Article 939, paragraph (1) of that Act, the incorporated financial instruments exchange surviving the absorption-type merger is not required to give the individual demand under the provisions of the preceding paragraph.

If a creditor does not state an objection within the period referred to in paragraph (2), item (iv), the creditor is deemed to have accepted the absorption-type merger.

If a creditor states an objection within the period referred to in paragraph (2), item (iv), the incorporated financial instruments exchange surviving the absorption-type merger must pay its debt or provide reasonable collateral to the creditor, or must deposit reasonable property with a trust company, etc. for the purpose of allowing the creditor to receive payment for the debt; provided, however, that this does not apply if the absorption-type merger is unlikely to be detrimental to the creditor.

The provisions of Article 940, paragraph (1) (limited to the part that involves item (iii)) and paragraph (3) of the Companies Act apply mutatis mutandis if the incorporated financial instruments exchange surviving an absorption-type merger makes a public notice under paragraph (2) through an electronic public notice. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

In order for bondholders to state an objection pursuant to the provisions of paragraph (1), they must do so pursuant to a bondholders meeting resolution. In such a case, the court may extend the period for a bondholder to state an objection, at the petition of an interested party.

Notwithstanding the provisions of the preceding paragraph, a bond administrator may state an objection on behalf of a bondholder; provided, however, that this does not apply if otherwise provided for in the contract for entrustment under Article 702 of the Companies Act.

The provisions of Article 868, paragraph (4); Article 870, paragraph (1) (limited to the part that involves item (viii)); the main clause of Article 871; Article 872 (limited to the part that involves item (iv)); Article 875; and Article 876 of the Companies Act apply mutatis mutandis to a case that is subject to the petition referred to in paragraph (7).

The incorporated financial instruments exchange surviving an absorption-type merger must prepare documents or electronic or magnetic records in which the rights and obligations of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger to which incorporated financial instruments exchange surviving the absorption-type merger has succeeded as a result of the absorption-type merger are stated or recorded, and in which other particulars specified by Cabinet Office Order as pertinent to the absorption-type merger are stated or recorded, after the effective date without delay.

During the six-month period starting from the effective date, the incorporated financial instruments exchange surviving an absorption-type merger must keep the documents or electronic or magnetic records set forth in the preceding paragraph at its head office.

The shareholder and creditor of an incorporated financial instruments exchange surviving an absorption-type merger may make the following requests to the incorporated financial instruments exchange surviving the absorption-type merger at any time during its business hours; provided, however, that in making the request set forth in item (ii) or (iv), the shareholder or creditor must pay the cost specified by the incorporated financial instruments exchange surviving the absorption-type merger:

a request to inspect a document referred to in the preceding paragraph;

a request to be issued a certified copy or extract of a document referred to in the preceding paragraph;

a request to inspect a thing that displays the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph, through a means specified by Cabinet Office Order; and

a request to be provided with the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph by the electronic or magnetic means specified by Cabinet Office Order, or a request to be issued a document that states those particulars.

During the period starting from the day two weeks prior to the day of the shareholders meeting referred to in the paragraph (1) of the following Article to the day of establishment of the incorporated financial instruments exchange incorporated in a consolidation-type merger, the incorporated financial instruments exchanges disappearing in the consolidation-type merger (limited to the incorporated financial instruments exchange disappearing in the consolidation-type merger, in the case of a consolidation-type merger between an incorporated association-operated financial instruments exchange and an incorporated financial instruments exchange; hereinafter the same applies in this Division) must keep documents or electronic or magnetic records in which the content of the consolidation-type merger agreement and other particulars specified by Cabinet Office Order are stated or recorded, at their head offices.

The shareholder or creditor of an incorporated financial instruments exchange disappearing in a consolidation-type merger may make the following requests of the incorporated financial instruments exchange disappearing in the consolidation-type merger at any time during its business hours; provided, however, that in making the request set forth in item (ii) or (iv), the shareholder or creditor must pay the cost determined by the incorporated financial instruments exchange disappearing in the consolidation-type merger:

a request to inspect a document referred to in the preceding paragraph;

a request to be issued a certified copy or extract of a document referred to in the preceding paragraph;

a request to inspect a thing that displays the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph, through a means specified by Cabinet Office Order; and

a request to be provided with the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph by an electronic or magnetic means specified by Cabinet Office Order, or a request to be issued a document that states those particulars.

An incorporated financial instruments exchange disappearing in a consolidation-type merger must obtain approval for the consolidation-type merger agreement by a resolution at a shareholders meeting.

The resolution at a shareholders meeting referred to in the preceding paragraph must be adopted by at least a two-thirds majority (or, if a higher proportion is provided for in the articles of incorporation, that proportion) of the votes of the attending shareholders, at a meeting where shareholders holding over half the voting rights (if a proportion of one-third or more is specified by the articles of incorporation, at least such a proportion) of the shareholders that are entitled to exercise voting rights at the relevant shareholders meeting, are present. In such a case, an incorporated financial instruments exchange disappearing in the consolidation-type merger is not precluded from establishing provisions in its articles of incorporation that require at least a certain number of affirmative votes from the shareholders or other requirements, in addition to the requirement for the resolution.

Notwithstanding the provisions of the preceding paragraph, if an incorporated financial instruments exchange disappearing in a consolidation-type merger is a public company, and all or part of the shares in the incorporated financial instruments exchange incorporated in the consolidation-type merger that is to be delivered to the shareholders of the incorporated financial instruments exchange disappearing in the consolidation-type merger are shares with a restriction on transfer, the resolution at a shareholders meeting referred to in paragraph (1) (excluding a shareholders meeting for a company with class shares) must be in accordance with Article 309, paragraph (3) of the Companies Act.

If an incorporated financial instruments exchange disappearing in a consolidation-type merger is a company with class shares, and all or part of the shares in the incorporated financial instruments exchange incorporated in the consolidation-type merger that is to be delivered to the shareholders of the incorporated financial instruments exchange disappearing in the consolidation-type merger are shares with a restriction on transfer, the consolidation-type merger does not become effective without a resolution at the class shareholders meeting that consists of class shareholders for the class of shares (other than shares with a restriction on transfer) subject to the allotment of shares with a restriction on transfer (or, if there are two or more classes of shares associated with those class shareholders, without the resolutions of each class shareholders meeting whose constituent members are the class shareholders in each separate class of those two or more classes of shares); provided, however, that this does not apply if there are no shareholders that are entitled to exercise their voting rights at such a class shareholders meeting.

The class shareholders resolution referred to in the preceding paragraph is adopted with a majority that constitutes at least two-thirds (or, if a higher proportion is provided for in the articles of incorporation, that proportion) of the votes of at least half (or, if a higher proportion is provided for in the articles of incorporation, at least such a proportion) of the number of shareholders that are entitled to exercise voting rights at the relevant class shareholders meeting.

If a consolidation-type merger violates laws and regulations or articles of incorporation, and the shareholders of the incorporated financial instruments exchange disappearing in a consolidation-type merger are likely to suffer disadvantages, the shareholders of the incorporated financial instruments exchange disappearing in a consolidation-type merger may demand the incorporated financial instruments exchange disappearing in a consolidation-type merger to refrain from implementing the consolidation-type merger.