Financial Instruments and Exchange Act

The provisions of Article 88-3, paragraphs (1) and (3), Article 88-4 and Article 88-22 do not apply to the incorporation of the incorporated association–operated financial instruments exchange incorporated in a consolidation-type merger.

The incorporated association-operated financial instruments exchange disappearing in a consolidation-type merger prepares the articles of incorporation of the incorporated association-operated financial instruments exchange incorporated in the consolidation-type merger.

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

During the six-month period beginning from the day of its establishment, the incorporated association–operated financial instruments exchange incorporated in a consolidation-type merger must keep the documents or electronic or magnetic records referred to in the preceding paragraph, and 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 its principal office.

The member or creditor of an incorporated association–operated financial instruments exchange incorporated in a consolidation-type merger may make the following requests to the incorporated association–operated financial instruments exchange incorporated 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 member or creditor must pay the cost specified by the incorporated association–operated financial instruments exchange incorporated 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.

During the period from any of the following days, whichever comes the earliest, until the day on which six months have elapsed since the effective date, an incorporated financial instruments exchange surviving an absorption-type merger (limited to the incorporated financial instruments exchange surviving the absorption-type merger in an absorption-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 absorption-type merger agreement and other particulars specified by Cabinet Office Order are stated or recorded, at its head office:

if approval for the absorption-type merger agreement must be obtained by a shareholders resolution (including a class shareholders resolution; hereinafter the same applies in this item): the day two weeks prior to the day of the relevant shareholders meeting;

the day of the notice under the provisions of Article 139-10, paragraph (1) or the day of the public notice under Article 139-10, paragraph (2), whichever comes earlier; or

if the procedures under Article 139-12 are required: the day of the public notice under Article 139-12, paragraph (2) or the day of the notice under that paragraph, whichever comes earlier.

The shareholder or creditor of an incorporated financial instruments exchange surviving an absorption-type merger may make the following requests of the incorporated financial instruments exchange surviving the absorption-type merger at any time during 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 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 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 surviving an absorption-type merger must obtain approval for the absorption-type merger agreement by a resolution at the shareholders meeting, by the day immediately preceding the effective date.

If the assets of the incorporated association-operated financial instruments exchange disappearing in an absorption-type merger which are to be succeeded to include shares in the incorporated financial instruments exchange surviving the absorption-type merger, the directors must give an explanation of particulars related to those shares at the shareholders meeting referred to in the preceding paragraph.

If the incorporated financial instruments exchange surviving an absorption-type merger is a company with class shares, and the shares, etc. to be delivered to members of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger are shares in the incorporated financial instruments exchange surviving the absorption-type merger, the absorption-type merger does not become effective without a resolution at the class shareholders meeting consisting of class shareholders for the class shares set forth in Article 139, item (ii), (a) (limited to shares with a restriction on transfer for which the provisions of the articles of incorporation which are referred to in Article 199, paragraph (4) of the Companies Act have not been provided) (or, if there are two or more classes of shares associated with such class shareholders, without the resolutions of each group of class shareholders 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 voting rights at the class shareholders meeting.

The resolution of a shareholders meeting referred to in paragraph (1) must be adopted with at least a two-thirds majority (if a higher proportion is provided for in the articles of incorporation, that proportion) of the votes of the attending shareholders, at a meeting in which shareholders that hold over half the voting rights (if a proportion of one-third or more is specified by the articles of incorporation, at least that proportion) of the shareholders that are entitled to exercise voting rights at the shareholders meeting, are present. In such a case, the incorporated financial instruments exchange surviving the absorption-type merger is not precluded from establishing provisions in its articles of incorporation requiring at least a certain number of affirmative votes from the shareholders or other requirements, in addition to the requirement for the resolution.

The provisions of the preceding paragraph apply mutatis mutandis to the class shareholders referred to in paragraph (3).

The provisions of paragraphs (1) and (2) of the preceding Article do not apply unless the proportion of the amount set forth in item (i) to the amount set forth in item (ii) exceeds one-fifth (or, if a smaller proportion is prescribed in the articles of incorporation of the incorporated financial instruments exchange surviving an absorption-type merger, that proportion); provided, however, that this does not apply if all or part of the shares, etc. delivered to the members of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger are shares with a restriction on transfer in the incorporated financial instruments exchange surviving the absorption-type merger, and the incorporated financial instruments exchange surviving the absorption-type merger is not a public company (meaning a public company as defined in Article 2, item (v) of the Companies Act; the same applies in Article 139-10, paragraph (2), item (i) and Article 139-15, paragraph (3)):

the sum of the amounts set forth in the following sub-items:

the amount arrived at when the number of shares in the incorporated financial instruments exchange surviving the absorption-type merger to be delivered to members of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger is multiplied by the amount of net assets per share (meaning the amount of net assets per share as prescribed in Article 141, paragraph (2) of the Companies Act); and

the total amount of money to be delivered to members of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger;

the amount calculated as the amount of net assets of the incorporated financial instruments exchange surviving the absorption-type merger, by the method specified by Cabinet Office Order.

In a case prescribed in the main clause of the preceding paragraph, if shareholders holding the number of shares specified by Cabinet Office Order (limited to shares for which voting rights may be exercised at the shareholders meeting referred to in paragraph (1) of the preceding Article) notify the incorporated financial instruments exchange surviving the absorption-type merger that they are against the absorption-type merger within two weeks from the day of the notice under Article 139-10, paragraph (1) or within two weeks from the day of the public notice referred to in paragraph (2) of that Article, the incorporated financial instruments exchange surviving the absorption-type merger must obtain approval for the absorption-type merger agreement by shareholders resolution, by the day immediately preceding the effective date.

If an absorption-type merger violates laws and regulations or articles of incorporation, and the shareholders of the incorporated financial instruments exchange surviving an absorption-type merger are likely to suffer disadvantages, the shareholders of the incorporated financial instruments exchange surviving an absorption-type merger may demand the incorporated financial instruments exchange surviving an absorption-type merger to refrain from implementing the absorption-type merger; provided, however, that this does not apply to the case prescribed in the main clause of paragraph (1) of the preceding Article (excluding the case prescribed in the proviso to that paragraph or in paragraph (2) of that Article).

The incorporated financial instruments exchange surviving an absorption-type merger must notify its shareholders and holders of share options that the absorption-type merger is to be implemented and indicate the name and address of the incorporated association-operated financial instruments exchange disappearing in the absorption-type merger (including the particulars related to the shares which are referred to in Article 139-8, paragraph (2), in the case prescribed in that paragraph), by 20 days prior to the effective date.

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

the incorporated financial instruments exchange surviving the absorption-type merger is a public company; or

the incorporated financial instruments exchange surviving the absorption-type merger obtains approval for the absorption-type merger agreement by the shareholders resolution referred to in Article 139-8, paragraph (1).

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