Article 139-4Procedures for an Incorporated Association-Operated Financial Instruments Exchange Surviving an Absorption-Type Merger

①During the period starting from the day five days prior to the day of the general meeting referred to in the following paragraph to the day on which six months have elapsed since the effective date, the incorporated association-operated financial instruments exchange surviving an absorption-type merger must keep the 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 principal office.

②An incorporated association-operated financial instruments exchange surviving an absorption-type merger must obtain approval for the absorption-type merger agreement by general meeting resolution, by the day immediately preceding the effective date.

③An incorporated association-operated financial instruments exchange surviving an absorption-type merger may not adopt a resolution approving an absorption-type merger agreement without the affirmative votes of three-fourths or more of all members; provided, however, that this does not apply if it is otherwise provided for in the articles of incorporation.

④If an absorption-type merger violates laws and regulations or articles of incorporation, and members of the incorporated association-operated financial instruments exchange surviving an absorption-type merger are likely to suffer disadvantages, members of the incorporated association-operated financial instruments exchange surviving an absorption-type merger may demand the incorporated association-operated financial instruments exchange surviving an absorption-type merger to refrain from effecting the absorption-type merger.

⑤The provisions of Article 101-4 apply mutatis mutandis to an incorporated association-operated financial instruments exchange surviving an absorption-type merger.

⑦The provisions of Article 939, paragraph (1) (limited to the part that involves items (i) and (ii)) of the Companies Act apply mutatis mutandis to the public notice referred to in the preceding paragraph.

⑧An incorporated association-operated financial instruments exchange surviving an absorption-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 exchange disappearing in the absorption-type merger to which the incorporated association-operated financial instruments exchange surviving the absorption-type merger has succeeded as a result of the absorption-type merger are stated or recorded, and other particulars specified by Cabinet Office Order as pertinent to the absorption-type merger are stated or recorded, after the effective date without delay.

⑨During the six-month period beginning from the effective date, an incorporated association-operated 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 principal office.

⑩The member or creditor of an incorporated association-operated financial instruments exchange surviving an absorption-type merger may make the following requests to the incorporated association-operated 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 member or creditor must pay the cost specified by the incorporated association-operated financial instruments exchange surviving the absorption-type merger: