Article 816-3Approval of Partial Share Exchange Plans

②If the book value of the monies, etc. (excluding shares, etc. of the parent company resulting from a partial share exchange) delivered to transferors of shares and share options, etc. of the subsidiary company resulting from a partial share exchange by the parent company resulting from a partial share exchange exceeds the amount prescribed by Ministry of Justice Order as the amount of shares and share options, etc. of the subsidiary company resulting from a partial share exchange to be acquired by the parent company resulting from a partial share exchange, a director must explain to that effect at the shareholders meeting referred to in the preceding paragraph.

③If a parent company resulting from a partial share exchange is a company with class shares, in the cases set forth in the following items, a partial share exchange does not become effective without a resolution at a general meeting of class shareholders constituted by class shareholders of the class of shares provided for respectively in those items (limited to shares with a restriction on transfer and for which the provisions of the articles of incorporation referred to in Article 199, paragraph (4) do not exist) (if there are two or more classes of shares relating to the relevant class shareholders, the respective general meetings of class shareholders constituted by class shareholders categorized by the class of the relevant two or more classes of shares); provided, however, that this does not apply to cases where there is no class shareholder who is able to exercise a voting right at the relevant general meeting of class shareholders: