Article 399-7Representative of a Company in Actions between a Company with Audit and Supervisory Committee and Directors

一if audit and supervisory committee members are party to the suit relating to relevant action:the person designated by the board of directors (if the shareholders meeting designates a person to represent the company with audit and supervisory committee with respect to the action, that person); and

二in cases other than the case set forth in the preceding item:the audit and supervisory committee member appointed by the audit and supervisory committee.

二an ultimate, wholly owning parent company, etc. (meaning an ultimate, wholly owning parent company, etc. as prescribed in Article 847-3, paragraph (1); the same applies in item (ii) of the following paragraph and paragraph (5), item (iv)):An action to enforce specific liability (meaning an action to enforce specific liability as prescribed in paragraph (1) of the same Article) of directors, executive officers, or liquidators of a stock company which is its wholly owned subsidiary company, etc. (meaning a wholly owned subsidiary company, etc. as prescribed in paragraph (2), item (ii) of the same Article and including anything that is deemed to be such a wholly owned subsidiary company, etc. pursuant to the provisions of paragraph (3) of the same Article; the same applies in paragraph (5), item (iv)).

一a wholly owning parent company resulting from the share exchange, etc.:request pursuant to the provisions of Article 847, paragraph (1) (limited to a request to file an action as prescribed in item (i) of the preceding paragraph); and

二an ultimate, wholly owning parent company, etc.:request pursuant to the provisions of Article 847, paragraph (1) (limited to the request to file an action to enforce specific liabilities as prescribed in item (ii) of the preceding paragraph).

一if a company with audit and supervisory committee receives a request (limited to a request to file an action to enforce the liabilities of directors) pursuant to the provisions of Article 847, paragraph (1), Article 847-2, paragraph (1) or (3) (including cases where it is applied mutatis mutandis pursuant to paragraphs (4) and (5) of the same Article), or Article 847-3, paragraph (1) (excluding cases where the audit and supervisory committee members become the party to the suit concerning the action);

二if a company with audit and supervisory committee receives a notice of suit under Article 849, paragraph (4) (limited to those related to actions that enforce the liability of directors) and a notice or demand (limited to those related to the settlement of a suit relating to an action that enforces the liability of directors) pursuant to the provisions of Article 850, paragraph (2) (excluding cases where the audit and supervisory committee members are the party to the suit concerning these actions);

三if a company with audit and supervisory committee which is a wholly owning parent company resulting from the share exchange, etc. receives a notice (limited to those related to an action to enforce the liabilities of directors, executive officers, or liquidators of its wholly owned subsidiary company resulting from the share exchange, etc.) pursuant to the provisions of Article 849, paragraph (6); and

四if a company with audit and supervisory committee which is an ultimate, wholly owning parent company, etc. receives a notice (limited to those related to an action to enforce the liability of directors, executive officers, or liquidators of a stock company that constitutes its wholly owned subsidiary company, etc.) pursuant to the provisions of Article 849, paragraph (7).