Supplementary Provisions

This Act comes into effect on April 1, 2002; provided, however, that the provision of Article 11 of the Supplementary Provisions amending Article 9, paragraph (1) of the Supplementary Provisions of the Act Partially Amending the Commercial Code, etc. and Other Matters (Act No. 79 of 2001) comes into effect as of the date of promulgation.

With regard to a stock company whose articles of incorporation, at the time this Act comes into effect, contain a provision that the right to receive the subscription rights set forth in Article 341-2, paragraph (2), item (vi) and Article 341-8, paragraph (2), item (viii) of the Commercial Code prior to the amendment by this Act (hereinafter referred to as the "Former Commercial Code") is not granted to holders of fractional shares (including one that received certification of the articles of incorporation before this Act comes into effect and is incorporated after this Act comes into effect (hereinafter referred to in this Article as a "company in the process of incorporation")), a resolution for an amendment to the articles of incorporation to the effect that the right to receive the subscription rights set forth in Article 280-20, paragraph (2), item (xii) and Article 341-3, paragraph (1), item (ix) of the Commercial Code as amended by this Act (hereinafter referred to as the "Amended Commercial Code") is not granted to holders of fractional shares is deemed to have been adopted on the day this Act comes into effect (in the case of a company in the process of incorporation, the day of its incorporation).

①If, at the time this Act comes into effect, the articles of incorporation contain a provision on a class of shares that has been made shares without voting rights pursuant to Article 242, paragraph (1) of the Former Commercial Code, the provisions then in force continue to govern that class of shares even after this Act comes into effect; provided, however, that paragraph (3) of that Article does not apply.

②For the application of Article 222, paragraphs (5) and (6) of the Amended Commercial Code, the class of shares in the preceding paragraph is deemed to be shares with restricted voting rights prescribed in paragraph (4) of that Article.

If the period under Article 224-3, paragraph (1) of the Amended Commercial Code began to run before this Act comes into effect and that period expires on or after the day this Act comes into effect, a shareholder of the stock company that set that period may not make a request for conversion under Article 222-5, paragraph (1) of the Amended Commercial Code, even after this Act comes into effect, until the expiration of that period.

If a resolution under Article 280-2, paragraph (2) or the proviso to Article 280-5-2, paragraph (1) of the Former Commercial Code was adopted before this Act comes into effect, the provisions then in force continue to govern the effect of that resolution even after this Act comes into effect.

①If a resolution under Article 280-19, paragraph (2) of the Former Commercial Code was adopted before this Act comes into effect, the provisions then in force continue to govern, even after this Act comes into effect, the subscription rights for new shares granted on the basis of that resolution.

②If the subscription right for new shares in the preceding paragraph is exercised after this Act comes into effect, a stock company may, in lieu of the issue of new shares, transfer its own shares that it holds to the person who exercised that subscription right for new shares. In this case, the provisions of Part II, Chapter II, Section 8 of the Companies Act (Act No. 86 of 2005) do not apply.

①If, before this Act comes into effect, a resolution has been adopted for the issue of convertible bonds (meaning bonds issued under Article 341-2, paragraph (1) of the Former Commercial Code; the same applies hereinafter) or bonds with subscription rights to new shares (meaning bonds issued under Article 341-8, paragraph (1) of the Former Commercial Code; the same applies hereinafter), the provisions then in force continue to govern, even after this Act comes into effect, the convertible bonds or bonds with subscription rights to new shares issued on the basis of that resolution. The same applies to convertible bonds or bonds with subscription rights to new shares issued on the basis of a resolution, if a resolution under Article 341-2, paragraph (3), the proviso to Article 341-2-6, paragraph (1), Article 341-8, paragraph (5), or the proviso to Article 341-11-2, paragraph (1) of the Former Commercial Code was adopted before this Act comes into effect.

②Paragraph (2) of the preceding Article applies mutatis mutandis to the case where a request for conversion of the convertible bonds in the preceding paragraph is made, or the subscription right for new shares attached to the bonds with subscription rights to new shares in that paragraph is exercised, after this Act comes into effect.

With regard to the application of penal provisions to acts committed before this Act comes into effect and to acts committed after this Act comes into effect in the cases where the provisions then in force continue to govern pursuant to the Supplementary Provisions of this Act, the provisions then in force continue to govern.