Article 139-9When Approval for an Absorption-Type Merger Agreement Is Not Required

①The 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)):

②In 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.