Special controlling shareholders of a stock company (if a person if not less than nine-tenths of the votes of all shareholders of the stock company (if a higher proportion is provided for in the articles of incorporation of that stock company, that proportion) are held by that person other than that stock company and if a corporation prescribed by Ministry of Justice Order as a stock company all of the issued shares of which are held by that person or one equivalent thereto (hereinafter referred to as "wholly owned subsidiary corporation of the special controlling shareholder" in this Article and paragraph (1) of the following Article), meaning that person; the same applies hereinafter) may demand from all shareholders of relevant stock company (excluding relevant stock company and the special controlling shareholders) to sell all of the shares of that stock company that they hold to relevant special controlling shareholder;provided, however, that these special controlling shareholders may choose not to make a demand to a wholly owned subsidiary corporation of the special controlling shareholder.

When making a demand pursuant to the provisions of the preceding paragraph (hereinafter referred to as "demand for cash-out" in this Chapter and Article 846-2, paragraph (2), item (i)), a special controlling shareholders may also request from all of the share option holders (excluding subject company and the special controlling shareholders) of a stock company issuing shares for the demand for cash-out (hereinafter referred to as "subject company") to sell all of the share options of the subject company that they have to relevant special controlling shareholders; provided, however, that the special controlling shareholders may choose not to make a demand to a wholly owned subsidiary corporation of the special controlling shareholder.

When making a demand pursuant to the provisions of the preceding paragraph with regard to share options (hereinafter referred to as "demand for share option cash-out") attached to bonds with share option, special controlling shareholders must also demand to sell all bonds concerning bonds with share option to the special controlling shareholders; provided, however, that this does not apply to cases where it is otherwise provided for with respect to the share options attached to relevant bonds with share option.

The demand for share, etc. cash-out must be made by specifying the matters set forth below:

If a subject company is a company with class shares, a special controlling shareholder may stipulate that the allotment of money under item (ii) of the preceding paragraph will be treated differently for each class of shares subject to the cash-out as matters set forth in item (iii) of that paragraph depending on the content of class of shares issued by the subject company, and the content of the different treatment.

The provisions on matters set forth in paragraph (1), item (iii) must stipulate that money is delivered depending on the number of shares subject to the cash-out (if there are provisions prescribed in the preceding paragraph, the number of shares subject to the cash-out in each class) held by shareholders subject to the cash-out.

When a special controlling shareholder intends to make a demand for cash-out (in cases of making a demand for share option cash-out along with the demand for cash-out, the demand for cash-out and demand for share option cash-out; hereinafter collectively referred to as "demand for share, etc. cash-out"), the special controlling shareholder must notify the subject company to that effect and matters set forth in the items of paragraph (1) of the preceding Article, and must obtain its approval.

When a special controlling shareholder intends to make a demand for share option cash-out along with the demand for cash-out, the subject company may not approve only the demand for share option cash-out.

A company with board of directors must make a determination as to whether or not to approve by a resolution of the board of directors meeting.

When a subject company makes a determination as to whether or not to approve under paragraph (1), it must notify the special controlling shareholder of the content of the determination.

When a subject company approves under paragraph (1) of the preceding Article, it must notify the persons set forth in the following items of the matters specified in relevant items by twenty days before the acquisition day:

Notice under the provisions of the preceding paragraph (excluding those for shareholders subject to the cash-out) may be substituted with a public notice.

When a subject company makes notice pursuant to the provisions of paragraph (1) or public notice under the preceding paragraph, it is deemed that a special controlling shareholder has made a demand for share, etc. cash-out to shareholders, etc. subject to the cash-out.

The cost for notice pursuant to the provisions of paragraph (1) or public notice under paragraph (2) is paid by the special controlling shareholder.

A subject company must keep documents detailing the following information, or electronic or magnetic records in which the information has been recorded, at its head office for the period from the day of notice pursuant to the provisions of paragraph (1), item (i) of the preceding Article or the day of public notice under paragraph (2) of the same Article, whichever comes first, until the day when six months elapse after the acquisition day (if the subject company is not a public company, one year after the acquisition day):

Shareholders, etc. subject to the cash-out may make the following requests to the subject company at any time during its business hours;provided, however, that the cost specified by the subject company must be paid for making a request set forth in items (ii) or (iv):

After obtaining the approval under Article 179-3, paragraph (1), a special controlling shareholder may withdraw the demand for share, etc. cash-out for all shares, etc. subject to the cash-out only if the approval of the subject company is obtained by the day before the acquisition day.

A company with board of directors must make a determination as to whether or not to approve under the preceding paragraph by a resolution of the board of directors meeting.

When a subject company makes a determination as to whether or not to approve under paragraph (1), it must notify the special controlling shareholder content of relevant determination.

When the subject company grants approval under paragraph (1), it must notify shareholders, etc. subject to the cash-out of the fact that the approval is granted without delay.

The notice pursuant to the provisions of the preceding paragraph may be substituted by a public notice.

When a subject company makes a notice pursuant to the provisions of paragraph (4) or a notice under the preceding paragraph, the demand for share, etc. cash-out is deemed to be withdrawn for all of shares, etc. subject to the cash-out.

The cost of the notice pursuant to the provisions of paragraph (4) or the public notice under paragraph (5) is paid by the special controlling shareholder.

The provisions of the preceding paragraphs apply mutatis mutandis to cases of withdrawing only the demand for share option cash-out.In this case, the phrase "shareholders, etc. subject to the cash-out" in paragraph (4) is deemed to be replaced with "share option holders subject to the cash-out".

In the following cases, if a shareholder subject to the cash-out is likely to suffer any disadvantages, the shareholder subject to the cash-out may demand to a special controlling shareholder to cease acquisition of all shares, etc. subject to the cash-out related to the demand for share, etc. cash-out:

In the following cases, if a share option holder subject to the cash-out is likely to suffer any disadvantages, the share option holder subject to the cash-out may demand that the special controlling shareholder cease acquisition of all of shares, etc. subject to the cash-out related to the demand for share, etc. cash-out:

If a demand for shares, etc. cash-out is made, shareholders, etc. subject to the cash-out may file a petition for the court to determine the sale price of their shares, etc. subject to the cash-out, between twenty days prior to the acquisition day and the day immediately preceding the acquisition day.

A special controlling shareholder must also pay interest on the sale price determined by the court at the statutory interest rate from and including the acquisition day.

A special controlling shareholder may pay to shareholders, etc. subject to the cash-out the amount that relevant special controlling shareholder considers to be a fair sale price until the determination of the sale price of the shares, etc. subject to the cash-out is made.

A special controlling shareholder who has made a demand for share, etc. cash-out acquires all of the shares, etc. subject to the cash-out on the acquisition day.

If shares, etc. subject to the cash-out that a special controlling shareholder acquired pursuant to the provisions of the preceding paragraph are shares with restriction on transfer or share options with restriction on transfer (meaning the share options with restriction on transfer prescribed in Article 243, paragraph (2), item (ii)), it is deemed that the subject company determined to grant an approval under Article 137, paragraph (1) or Article 263, paragraph (1) with respect to the fact that the special controlling shareholder acquires the shares, etc. subject to the cash-out.

A subject company must prepare a document or an electronic or magnetic record in which it details or records the number of shares, etc. subject to the cash-out that a special controlling shareholder acquired by the demand for shares, etc. cash-out and other information prescribed by Ministry of Justice Order as information related to the acquisition of shares, etc. subject to cash out related to the demand for shares, etc. cash-out, after the acquisition day without delay.

A subject company must keep the document or electronic or magnetic record referred to in the preceding paragraph at its head office for six months from the acquisition day (if the subject company is not a public company, one year after the acquisition day).

A person who is a shareholder, etc. subject to the cash-out on the acquisition day may make the following requests to a subject company at any time during its business hours;provided, however, that the cost specified by the subject company must be paid for making a request set forth in items (ii) or (iv):