Cabinet Office Ordinance on Solicitation of Proxy Voting for Listed Shares

Link to law: http://www.japaneselawtranslation.go.jp/law/detail_download/?ff=08&id=2428
Published: 2009

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Cabinet Office Ordinance on Solicitation of Proxy Voting for Listed Shares (Tentative translation)

The Cabinet Office Ordinance on Solicitation of Proxy Voting for Listed Shares is established as follows based on Article 36-2, paragraphs (1) to (3) and (5) and Article 36-3 of the Order for Enforcement of the Securities and Exchange Act (Cabinet Order No. 321 of 1965).

(General Matters to Be Stated, etc.)

Article 1 (1) Reference documents (hereinafter referred to as "Reference Documents") prescribed in Article 36-2, paragraph (1) of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965; hereinafter referred to as "Order") shall state the matters prescribed in each of the following items according to the category specified in such item:

(i) In the case where a solicitor is a company issuing the shares or officers thereof, the following matters;

(a) The fact that the solicitor is a company issuing the shares or officers thereof.

(b) The proposal.

(c) Reasons for the proposal (including, only if proposals pertain to submissions by directors, the details to be explained at a shareholders meeting in the case where explanations on certain matters are required to be provided).

(d) If the results of any investigation should be reported to a shareholders meeting with regard to the proposal under Article 384 or Article 389, paragraph (3) of the Companies Act (Act No. 86 of 2005), the summary of the results.

(ii) In the case where a solicitor is a company other than the company issuing the shares or officers thereof, the following matters;

(a) The proposal.

(b) Name and address of the solicitor.

(2) If, among the matters to be stated in the Reference Documents to be provided to solicited persons regarding the same shareholders meeting, any matters are stated in the Reference Documents for shareholders meeting (meaning the Reference Documents for shareholders meeting prescribed in Article 301, paragraph (1) of the Companies Act (including the cases where it is applied mutatis mutandis pursuant to Article 325 of the Companies Act); hereinafter the same shall apply in this paragraph and Article 44), voting forms (meaning the voting forms prescribed in Article 301, paragraph (1) of the Companies Act (including the cases where it is applied mutatis mutandis pursuant to Article 325 of the Companies Act); hereinafter the same shall apply in this paragraph and Article 44) and other documents relating to said shareholders meeting, or any matters are provided by electromagnetic means prescribed in Article 36-2, paragraph (2) of the Order or Article 2, item (xxxiv) of the Companies Act (hereinafter referred to as "Electromagnetic Means" in this Article), such matters shall not be required to be stated in the Reference Documents to be provided to the solicited persons. In this case, it shall be clearly stated that the Reference Documents for shareholders meetings or voting forms contain such matters or that such matters are to be provided by the Electromagnetic Means.

(3) In the case where, among the matters to be stated in the Reference Documents, there are matters for which the issuer company has given public notice using the method specified in each item of Article 939, paragraph (1) of the Companies Act and for which said issuer company has taken measures prescribed in Article 440, paragraph (3) or Article 819, paragraph (3) of the Companies Act, these matters shall not be required to be stated in the Reference Documents. In this case, the date of the official gazette or name and date of daily newspapers in which the public notice was given or matters prescribed in Article 911, paragraph (3), item (xxvii) of the Companies Act (including the cases where it is applied to a foreign company under Article 933, paragraph (2) of the Companies Act) or Article 911, paragraph (3), item (xxix), sub-item (a) of the Companies Act shall be stated.

(4) In the case where, among the matters to be stated in the Reference Documents, there are matters for which the issuer company has taken measures prescribed in Article 94, paragraph (1) of the Ordinance for Enforcement of the Companies Act (Ordinance of the Ministry of Justice No. 12 of 2006), these matters shall not be required to be stated in the Reference Documents. In this case, the matters prescribed in Article 94, paragraph (2) of said Ordinance shall be stated.

(5) In addition to the matters prescribed in this Cabinet Office Ordinance, the Reference Documents may contain matters that are considered to be helpful regarding the granting of the authority of proxy for the exercise of voting rights.

(Proposal for Appointment of Directors)

Article 2 (1) In the case where a director of a company issuing shares submits a proposal regarding the appointment of a director, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The name, date of birth, and brief biographical outline of the candidate;

(ii) When the candidate has not consented to assume office, a statement to that effect.

(2) In the case referred to in the preceding paragraph, when the company issuing shares is a public company (meaning the public company prescribed in Article 2, item (v) of the Companies Act; the same shall apply hereinafter), the Reference Documents shall state the following matters:

(i) The number of shares in said company held by the candidate (in the case of a company with class shares, the classes of shares and the number of shares for each class);

(ii) In the case where, if the candidate is to assume the office of director of said company, it will result in the concurrent holding of important positions prescribed in Article 121, item (vii) of the Ordinance for Enforcement of the Companies Act, such fact;

(iii) When special interests exist between the candidate and said company, the outline of such special interests;

(iv) When the candidate is currently serving as a director of said company, his/her position and duties at said company.

(3) In the case referred to in paragraph (1), when the company issuing shares is a public company and is a subsidiary company of another company, the Reference Documents shall state the following matters:

(i) When the candidate is currently engaged in the execution of business of such other company (including a subsidiary company of such other company (excluding said company); hereinafter the same shall apply in this paragraph), his/her position and duties at such other company;

(ii) When it is known to said company that the candidate engaged in the execution of business of such other company in the past five years, his/her position and duties at such other company.

(4) In the case referred to in paragraph (1), when the candidate is a candidate for outside director (meaning the candidate for outside director prescribed in Article 2, paragraph (3), item (vii) of the Ordinance for Enforcement of the Companies Act; hereinafter the same shall apply in this paragraph), the Reference Documents shall state the following matters regarding the candidate (in the case where a company issuing shares is not a public company, excluding matters listed in items (iii) to (vii)):

(i) The fact that the candidate is a candidate for outside director;

(ii) Reasons for selecting him/her as a candidate for outside director;

(iii) In the case where the candidate is currently serving as an outside director (limited to an outside officer (meaning the outside officer prescribed in Article 2, paragraph (3), item (v) of the Ordinance for Enforcement of the Companies Act; the same shall apply hereinafter); hereinafter the same shall apply in this paragraph) of said company, when there are facts in violation of laws and regulations or the articles of incorporation or facts regarding any unjust execution of business (excluding those that are not material) occurring at said company during the time when the candidate was in office following his/her last appointment, such facts and the summary of actions taken by the candidate to prevent the occurrence of such facts and to deal with such facts after the occurrence thereof;

(iv) In the case where the candidate served as a director, executive officer or corporate auditor of another stock company in the past five years, when it is known to said company that there are facts in violation of laws and regulations or the articles of incorporation or facts regarding any unjust execution of business occurring at such other stock company during the time when the candidate was in office, such facts (excluding those that are not material and including, if the candidate was an outside director or corporate auditor of such other stock company, the summary of actions taken by the candidate to prevent the occurrence of such facts and to deal with such facts after the occurrence thereof);

(v) When the candidate has not been involved in the management of a company (including a foreign company) in the past by any method other than serving as an outside director or outside corporate auditor, reasons why the solicitor reached judgment that such candidate would be able to appropriately perform duties as an outside director even though such candidate has not been involved in such management;

(vi) When it is known to said company that the candidate falls under any of the following persons, a statement to that effect;

(a) A person who is engaged in the execution of business of a specified related business operator (meaning the specified related business operator prescribed in Article 2, paragraph (3), item (xviii) of the Ordinance for Enforcement of the Companies Act; hereinafter the same shall apply in this item and Article 4, paragraph (4), item (vi)) of said company.

(b) A person who is to receive, or has received in the past two years, a large sum of money or other property benefits (excluding remuneration, etc. (meaning the remuneration, etc. prescribed in Article 361, paragraph (1) of the Companies Act; the same shall apply hereinafter) received as a director, accounting advisor, corporate auditor, executive officer, or in any similar capacity) from said company or a specified related business operator of said company.

(c) A spouse, relative within the third degree of kinship, or any equivalent person of a person who is engaged in the execution of business of said company or a specified related business operator of said company (excluding those that are not material).

(d) A person who was ever engaged in the execution of business of a specified related business operator of said company in the past five years.

(e) In the case where said company, through a merger, absorption-type company split, incorporation-type company split, or assumption of business (referred to as "Merger, etc." in sub-item (e) and Article 4, paragraph (4), item (vi), sub-item (e)), succeeded to or assumed the rights and obligations of another stock company with respect to its business in the past two years, a person who was not an outside director or corporate auditor of said company but was engaged in the execution of business of such other stock company immediately prior to the Merger, etc.

(vii) When the candidate is currently serving as an outside director or corporate auditor of said company, the number of years since assuming such office;

(viii) When a contract prescribed in Article 427, paragraph (1) of the Companies Act has been concluded or is due to be concluded between the candidate and said company, summary of the content of the contract;

(ix) When the candidate wishes to state opinions regarding the matters listed in the preceding items, the content of such opinions.

(Proposal for Appointment of Accounting Advisor)

Article 3 In the case where a director of a company issuing shares submits a proposal regarding the appointment of an accounting advisor, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The matters prescribed in (a) or (b) below according to the category specified therein.

(a) In the case where a candidate is a certified public accountant (including a foreign certified public accountant prescribed in Article 16-2, paragraph (5) of the Certified Public Accountants Act (Act No. 103 of 1948); the same shall apply hereinafter) or certified public tax accountant: His/her name, location of office, date of birth, and brief biographical outlines.

(b) In the case where a candidate is an audit corporation or tax accountant corporation: Its name, location of principal office, and history.

(ii) When the candidate has not consented to assume office, a statement to that effect;

(iii) When the accounting advisor wishes to state opinions under Article 345, paragraph (1) of the Companies Act, summary of such opinions;

(iv) In the case where the candidate has been subject to a disposition for suspension of business in the past two years, the matters that are determined by the solicitor to be appropriate to be stated in the Reference Documents among matters pertaining to said disposition.

(Proposal for Appointment of Corporate Auditor)

Article 4 (1) In the case where a director of a company issuing shares submits a proposal regarding the appointment of a corporate auditor, when solicitation of proxy voting is conducted by or for said company with respect to such share, the Reference Documents shall state the following matters:

(i) The name, date of birth, and brief biographical outlines of the candidate;

(ii) When special interests exist between the candidate and said company, the outline of such special interests;

(iii) When the candidate has not consented to assume office, a statement to that effect;

(iv) When the proposal has been submitted pursuant to a request under Article 343, paragraph (2) of the Companies Act, a statement to that effect;

(v) When a corporate auditor wishes to state opinions under Article 345, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 345, paragraph (4) of the Companies Act, summary of such opinions.

(2) In the case referred to in the preceding paragraph, when a company issuing shares is a public company, the Reference Documents shall state the following matters:

(i) The number of shares in said company held by the candidate (in the case of a company with class shares, the classes of shares and the number of shares for each class);

(ii) In the case where, if the candidate is to assume the office of corporate auditor of said company, it will result in the concurrent holding of important positions prescribed in Article 121, item (vii) of the Ordinance for Enforcement of the Companies Act, such fact;

(iii) When the candidate is currently serving as a corporate auditor of said company, his/her position and duties at said company.

(3) In the case referred to in paragraph (1), when the company issuing shares is a public company and is a subsidiary company of another company, the Reference Documents shall state the following matters:

(i) When the candidate is currently engaged in the execution of business of such other company (including a subsidiary company of such other company (excluding said company); hereinafter the same shall apply in this paragraph), his/her position and duties at such other company;

(ii) When it is known to said company that the candidate engaged in the execution of business of such other company in the past five years, his/her position and duties at such other company.

(4) In the case referred to in paragraph (1), when the candidate is a candidate for outside corporate auditor (meaning the candidate for outside corporate auditor prescribed in Article 2, paragraph (3), item (viii) of the Ordinance for Enforcement of the Companies Act; hereinafter the same shall apply in this paragraph), the Reference Documents shall state the following matters (in the case where a company issuing shares is not a public company, excluding matters listed in items (iii) to (vii)):

(i) The fact that the candidate is a candidate for outside corporate auditor;

(ii) Reasons for selecting him/her as a candidate for outside corporate auditor;

(iii) In the case where the candidate is currently serving as an outside corporate auditor (limited to an outside officer; hereinafter the same shall apply in this paragraph) of said company, when there are facts in violation of laws and regulations or the articles of incorporation or facts regarding any unjust execution of business (excluding those that are not material) occurring at said company during the time when the candidate was in office following his/her last appointment, such facts and the summary of actions taken by the candidate to prevent the occurrence of such facts and to deal with such facts after the occurrence thereof;

(iv) In the case where the candidate served as a director, executive officer or corporate auditor of another stock company in the past five years, when it is known to said company that there are facts in violation of laws and regulations or the articles of incorporation or facts regarding any unjust execution of business occurring at such other stock company during the time when the candidate was in office, such facts (excluding those that are not material and including, if the candidate was an outside director or corporate auditor of such other stock company, the summary of actions taken by the candidate to prevent the occurrence of such facts and to deal with such facts after the occurrence thereof);

(v) When the candidate has not been involved in the management of a company (including a foreign company) in the past by any method other than serving as an outside director or outside corporate auditor, reasons why the solicitor reached judgment that such candidate would be able to appropriately perform duties as an outside corporate auditor even though such candidate has not been involved in such management;

(vi) When it is known to said company that the candidate falls under any of the following persons, a statement to that effect;

(a) A person who is engaged in the execution of business of a specified related business operator of said company;

(b) A person who is to receive, or has received in the past two years, a large sum of money or other property benefits (excluding remuneration, etc. received as a corporate auditor) from said company or a specified related business operator of said company.

(c) A spouse, relative within the third degree of kinship, or any equivalent person of a person who is engaged in the execution of business of said company or a specified related business operator of said company (excluding those that are not material).

(d) A person who was ever engaged in the execution of business of a specified related business operator of said company in the past five years.

(e) In the case where said company, through a Merger, etc., succeeded to or assumed the rights and obligations of another stock company with respect to its business in the past two years, a person who was not an outside corporate auditor of said company but was engaged in the execution of business of such other stock company immediately prior to the Merger, etc.

(vii) When the candidate is currently serving as a corporate auditor of said company, the number of years since assuming such office;

(viii) When a contract prescribed in Article 427, paragraph (1) of the Companies Act has been concluded or is due to be concluded between the candidate and said company, summary of the content of the contract.

(ix) When the candidate wishes to state opinions regarding the matters listed in the preceding items, the content of such opinions.

(Proposal for Appointment of Accounting Auditor)

Article 5 In the case where a director of a company issuing shares submits a proposal regarding the appointment of accounting auditors, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The matters prescribed in (a) or (b) below according to the category specified therein;

(a) In the case where a candidate is a certified public accountant, his/her name, location of office, date of birth, and brief biographical outlines

(b) In the case where a candidate is an audit corporation, its name, location of principal office, and history

(ii) When the candidate has not consented to assume office, a statement to that effect;

(iii) When the proposal has been submitted pursuant to a request under Article 344, paragraph (2), item (i) or (ii) of the Companies Act, a statement to that effect;

(iv) When the accounting auditor wishes to state opinions under Article 345, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 345, paragraph (5) of the Companies Act, summary of such opinions;

(v) In the case where the candidate is currently subject to a disposition for suspension of business and has not yet passed such period of suspension of business, matters pertaining to said disposition

(vi) In the case where the candidate was subject to a disposition for suspension of business in the past two years, the matters that are determined by the solicitor to be appropriate to be stated in the Reference Documents among matters pertaining to said disposition;

(vii) In the case where a company issuing shares is a public company, when the candidate is to receive, or has received in the past two years, a large sum of money or other property benefits (excluding remuneration, etc. (including those equivalent thereto prescribed in laws and regulations other than the Companies Act) received as accounting auditor and consideration for the services prescribed in Article 2, paragraph (1) of the Certified Public Accountants Act) from said company, its parent company, a subsidiary company (excluding said company) of such parent company (in the case where said company has no parent company, said company), or an associated company (including, in the case where such parent company is not a company, those equivalent to a subsidiary company and affiliated company), the details of such money or property benefits.

(Proposal for Dismissal of Directors)

Article 6 In the case where a director of a company issuing shares submits a proposal regarding the dismissal of a director, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Name of the directors;

(ii) Reasons for dismissal.

(Proposal for Dismissal of Accounting Advisor)

Article 7 In the case where a director of a company issuing shares submits a proposal regarding the dismissal of an accounting advisor, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Name of the accounting advisor;

(ii) Reasons for dismissal;

(iii) When the accounting advisor wishes to state opinions under Article 345, paragraph (1) of the Companies Act, summary of such opinions.

(Proposal for Dismissal of Corporate auditor)

Article 8 In the case where a director of a company issuing shares submits a proposal regarding the dismissal of a corporate auditor, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Name of the corporate auditor;

(ii) Reasons for dismissal;

(iii) When the corporate auditor wishes to state opinions under Article 345, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 345, paragraph (4) of the Companies Act, summary of such opinions.

(Proposal for Dismissal or Non-Reappointment of Accounting Auditor)

Article 9 In the case where a director of a company issuing shares submits a proposal regarding the dismissal or non-reappointment of an accounting auditor, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Name of the accounting auditor;

(ii) Reasons for dismissal or non-reappointment;

(iii) When the proposal has been submitted pursuant to a request under Article 344, paragraph (2), item (ii) or (iii) of the Companies Act, a statement to that effect;

(iv) When the accounting auditor wishes to state opinions under Article 345, paragraph (1) of the Companies Act as applied mutatis mutandis pursuant to Article 345, paragraph (5) of the Companies Act, summary of such opinions.

(Proposal for Remuneration, etc. for Directors)

Article 10 (1) In the case where a director of a company issuing shares submits a proposal regarding remuneration, etc. for directors, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Criteria for calculation listed in each item of Article 361, paragraph (1) of the Companies Act;

(ii) When the proposal is to change the matters listed in each item of Article 361, paragraph (1) of the Companies Act that have already been prescribed, reasons for the change;

(iii) When the proposal relates to provisions regarding two or more directors, the number of directors pertaining to such provisions;

(iv) When the proposal relates to retirement benefits, brief biographical outlines of each retiring director.

(2) In the case referred to in item (iv) of the preceding paragraph, when the proposal is for entrusting directors, corporate auditors or any other third parties with the discretion in deciding the amount of retirement benefits in accordance with certain criteria, the Reference Documents shall state the details of such criteria; provided, however, that this shall not apply in the case where appropriate measures have been taken to ensure that said criteria are known to each shareholder.

(3) In the case referred to in paragraph (1), when the company issuing shares is a public company and some of its directors are outside directors (limited to outside officers; hereinafter the same shall apply in this paragraph), in the Reference Documents, among the matters listed in item (i) to (iii) of paragraph (1), matters relating to outside directors shall be stated separately from those relating to other directors.

(Proposal for Remuneration, etc. for Accounting Advisor)

Article 11 (1) In the case where a director of a company issuing shares submits a proposal regarding remuneration, etc. for an accounting advisor, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Criteria for calculation listed in Article 379, paragraph (1) of the Companies Act;

(ii) When the proposal is to change the matters listed in each item of Article 379, paragraph (1) of the Companies Act that have already been prescribed, reasons for the change;

(iii) When the proposal relates to provisions regarding two or more accounting advisors, the number of accounting advisors pertaining to such provisions;

(iv) When the proposal relates to retirement benefits, brief biographical outlines of each retiring accounting advisor;

(v) When the accounting advisor wishes to state opinions under Article 379, paragraph (3) of the Companies Act, summary of such opinions.

(2) In the case referred to in item (iv) of the preceding paragraph, when the proposal is for entrusting directors, corporate auditors or any other third parties with the discretion in deciding the amount of retirement benefits in accordance with certain criteria, the Reference Documents shall state the details of such criteria; provided, however, that this shall not apply in the case where appropriate measures have been taken to ensure that said criteria are known to each shareholder.

(Proposal for Remuneration, etc. for Corporate auditor)

Article 12 (1) In the case where a director of a company issuing shares submits a proposal regarding remuneration, etc. for a corporate auditor, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Criteria for calculation listed in Article 387, paragraph (1) of the Companies Act;

(ii) When the proposal is to change the matters listed in each item of Article 387, paragraph (1) of the Companies Act that have already been prescribed, reasons for the change;

(iii) When the proposal relates to provisions regarding two or more corporate auditors, the number of corporate auditors pertaining to such provisions;

(iv) When the proposal relates to retirement benefits, brief biographical outlines of each retiring corporate auditor;

(v) When the corporate auditor wishes to state opinions under Article 387, paragraph (3) of the Companies Act, summary of such opinions;

(2) In the case referred to in item (iv) of the preceding paragraph, when the proposal is for entrusting directors, corporate auditors or any other third parties with the discretion in deciding the amount of retirement benefits in accordance with certain criteria, the Reference Documents shall state the details of such criteria; provided, however, that this shall not apply in the case where appropriate measures have been taken to ensure that said criteria are known to each shareholder.

(Proposal for Granting Retirement Benefits, etc. to Officers, etc. Who Are Exempted from Liability, etc.)

Article 12-2 In the cases listed in the following items where a director of a company issuing shares submits a proposal regarding the resolution of approval prescribed in Article 425, paragraph (4) of the Companies Act (including the cases where it is applied mutatis mutandis pursuant to Article 426, paragraph (6) and Article 427, paragraph (5) of the Companies Act), when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the amount prescribed in each item of Article 114 of the Ordinance for Enforcement of the Companies Act to be received by officers, etc. (meaning the officers, etc. prescribed in Article 423, paragraph (1) of the Companies Act; the same shall apply hereinafter) who are exempted from liability or prescribed not to be liable, and the details of those prescribed in each item of Article 115 of said Ordinance to be granted to said officers, etc.

(i) In the case where officers, etc. are exempted from liability based on a resolution prescribed in Article 425, paragraph (1) of the Companies Act;

(ii) In the case where officers, etc. are exempted from liability based on a provision of the articles of incorporation under Article 426, paragraph (1) of the Companies Act;

(iii) In the case where a contract under Article 427, paragraph (1) of the Companies Act provides that outside directors, etc. prescribed therein shall not be liable for damages in excess of the limit prescribed therein.

(Approval for Relevant Financial Statements)

Article 13 In the case where a director of a company issuing shares submits a proposal regarding approval for relevant financial statements (meaning the relevant financial statements prescribed in Article 2, paragraph (3), item (xi) of the Ordinance for Enforcement of the Companies Act), when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) When the accounting auditor wishes to state opinions under Article 398, paragraph (1) of the Companies Act, the details of such opinions;

(ii) In the case where said company is a company with board of directors, when the board of directors wishes to state opinions, a summary of such opinions.

(Proposal for Approval of Absorption-Type Merger Contract)

Article 14 In the case where a director of a company issuing shares submits a proposal regarding approval for absorption-type merger contract, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Reasons for implementing the absorption-type merger;

(ii) Summary of the content of the absorption-type merger contract;

(iii) In the case where said company is a stock company absorbed in absorption-type merger (meaning the stock company absorbed in absorption-type merger prescribed in Article 749, paragraph (1), item (ii) of the Companies Act), when there are matters specified in each item of Article 182, paragraph (1) of the Ordinance for Enforcement of the Companies Act (excluding items (v) and (vi)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(iv) In the case where said company is a stock company surviving absorption-type merger (meaning the stock company surviving the absorption-type merger prescribed in Article 749, paragraph (1), item (i) of the Companies Act), when there are matters specified in each item of Article 191 of the Ordinance for Enforcement of the Companies Act (excluding items (vi) and (vii)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(Proposal for Approval of Absorption-Type Company Split Contract)

Article 15 In the case where a director of a company issuing shares submits a proposal regarding approval for an absorption-type company split contract, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Reasons for implementing the absorption-type company split;

(ii) Summary of the content of the absorption-type company split contract;

(iii) In the case where said company is a splitting stock company in an absorption-type company split (meaning the splitting stock company in an absorption-type company split prescribed in Article 758, item (ii) of the Companies Act), when there are matters specified in each item of Article 183 of the Ordinance for Enforcement of the Companies Act (excluding items (ii), (vi) and (vii)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(iv) In the case where said company is a succeeding stock company in an absorption-type company split (meaning the succeeding stock company in an absorption-type company split prescribed in Article 758, item (i) of the Companies Act), when there are matters specified in each item of Article 192 of the Ordinance for Enforcement of the Companies Act (excluding items (ii), (vii) and (viii)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(Proposal for Approval of Share Exchange Contract)

Article 16 In the case where a director of a company issuing shares submits a proposal regarding approval for share exchange contract, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Reasons for implementing the share exchange;

(ii) Summary of the content of the share exchange contract;

(iii) In the case where said company is a wholly owned subsidiary company in a share exchange (meaning the wholly owned subsidiary company in a share exchange prescribed in Article 768, paragraph (1), item (i) of the Companies Act), when there are matters specified in each item of Article 184, paragraph (1) of the Ordinance for Enforcement of the Companies Act (excluding items (v) and (vi)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(iv) In the case where said company is a wholly owning parent stock company in a share exchange (meaning the wholly owning parent stock company in a share exchange prescribed in Article 768, paragraph (1), item (i) of the Companies Act), when there are matters specified in each item of Article 193 of the Ordinance for Enforcement of the Companies Act (excluding items (v) and (vi)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(Proposal for Approval of Consolidation-Type Merger Contract)

Article 17 In the case where a director of a company issuing shares submits a proposal regarding approval for consolidation-type merger contract, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Reasons for implementing the consolidation-type merger;

(ii) Summary of the content of the consolidation-type merger contract;

(iii) In the case where said company is a stock company consolidated through consolidation-type merger (meaning the stock company consolidated through consolidation-type merger prescribed in Article 753, paragraph (1), item (vi) of the Companies Act), when there are matters specified in each item of Article 204 of the Ordinance for Enforcement of the Companies Act (excluding items (vi) and (vii)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(iv) Matters prescribed in Article 2 with regard to the persons who become directors of a stock company incorporated through consolidation-type merger (meaning the stock company incorporated through consolidation-type merger prescribed in Article 753, paragraph (1), item (ii) of the Companies Act; hereinafter the same shall apply in this Article and Article 35);

(v) When a stock company incorporated through consolidation-type merger is a company with accounting advisors, matters prescribed in Article 3 with regard to the persons who become accounting advisors of such company;

(vi) When a stock company incorporated through consolidation-type merger is a company with corporate auditors (including any stock company the articles of incorporation of which provide that the scope of audit by its corporate auditors is limited to an audit related to accounting; the same shall apply hereinafter), matters prescribed in Article 4 with regard to the persons who become corporate auditors of such company;

(vii) When a stock company incorporated through consolidation-type merger is a company with accounting auditors, matters prescribed in Article 5 with regard to the persons who become accounting auditors of such company.

(Proposal for Approval of Incorporation-type Company Split Plan)

Article 18 In the case where a director of a company issuing shares submits a proposal regarding approval for an incorporation-type company split plan, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Reasons for implementing the incorporation-type company split;

(ii) Summary of the content of the incorporation-type company split plan;

(iii) In the case where said company is a splitting stock company in incorporation-type company split (meaning the splitting stock company in incorporation-type company split prescribed in Article 763, item (v) of the Companies Act), when there are matters specified in each item of Article 205 of the Ordinance for Enforcement of the Companies Act (excluding items (vii) and (viii)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters.

(Proposal for Approval of Share Transfer Plan)

Article 19 In the case where a director of a company issuing shares submits a proposal regarding approval for share transfer plan, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Reasons for implementing the share transfer;

(ii) Summary of the content of the share transfer plan;

(iii) In the case where said company is a wholly owned subsidiary company in share transfer (meaning the wholly owned subsidiary company in share transfer prescribed in Article 773, paragraph (1), item (v) of the Companies Act), when there are matters specified in each item of Article 206 of the Ordinance for Enforcement of the Companies Act (excluding items (v) and (vi)) on the day of the decision prescribed in Article 298, paragraph (1) of the Companies Act, summary of such matters;

(iv) Matters prescribed in Article 2 with regard to the persons who become directors of a wholly owning parent company incorporated through share transfer (meaning the wholly owning parent company incorporated through share transfer prescribed in Article 773, paragraph (1), item (i) of the Companies Act; hereinafter the same shall apply in this Article and Article 37);

(v) When a wholly owning parent company incorporated through share transfer is a company with accounting advisors, matters prescribed in Article 3 with regard to the persons who become accounting advisors of such company;

(vi) When a wholly owning parent company incorporated through share transfer is a company with corporate auditors, matters prescribed in Article 4 with regard to the persons who become corporate auditors of such company;

(vii) When a wholly owning parent company incorporated through share transfer is a company with accounting auditors, matters prescribed in Article 5 with regard to the persons who become accounting auditors of such company.

(Proposal for Approval of Contract for Assignment of Business, etc.)

Article 20 In the case where a director of a company issuing shares submits a proposal regarding approval for a contract pertaining to assignment of business, etc. (meaning the assignment of business, etc. prescribed in Article 468, paragraph (1) of the Companies Act; hereinafter the same shall apply in this Article and Article 38), when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Reasons for implementing the assignment of business, etc.;

(ii) Summary of the content of the contract for the assignment of business, etc.;

(iii) The summary of matters relating to the reasonableness of the calculation of consideration to be received by said company or to be paid to the other party to the contract based on the contract.

(Proposal for Appointment of Director)

Article 21 (1) In the case where a director of a company issuing shares submits a proposal regarding the appointment of a director, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the name, date of birth, and brief biographical outlines of the candidate.

(2) In the case referred to in the preceding paragraph, when a company issuing shares is a public company, the Reference Documents shall state the following matters:

(i) In the case where, if the candidate is to assume the office of director of said company, it will result in the concurrent holding of important positions prescribed in Article 121, item (vii) of the Ordinance for Enforcement of the Companies Act, such fact;

(ii) When special interests exist between the candidate and said company, the outline of such special interests;

(iii) When the candidate is currently serving as a director of said company, his/her position and duties in said company.

(Proposal for Appointment of Accounting Advisor)

Article 22 In the case where a director of a company issuing shares submits a proposal regarding the appointment of an accounting advisor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The matters prescribed in (a) or (b) below according to the category specified therein;

(a) In the case where the candidate is a certified public accountant or certified public tax accountant: his/her name, location of office, date of birth, and brief biographical outline.

(b) In the case where the candidate is an audit corporation or tax accountant corporation: its name, location of principal office, and history.

(ii) In the case where the candidate was subject to a disposition for suspension of business in the past two years, among the matters pertaining to said disposition, the matters that are determined by the solicitor to be appropriate to be stated in the Reference Documents.

(Proposal for Appointment of Corporate Auditor)

Article 23 (1) In the case where a director of a company issuing shares submits a proposal regarding the appointment of a corporate auditor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The name, date of birth, and brief biographical outlines of the candidate;

(ii) When special interests exist between the candidate and said company, the outline of such special interests;

(2) In the case referred to in the preceding paragraph, when a company issuing shares is a public company, the Reference Documents shall state the following matters:

(i) In the case where, if the candidate is to assume the office of corporate auditor of said company, it will result in the concurrent holding of important positions prescribed in Article 121, item (vii) of the Ordinance for Enforcement of the Companies Act, such fact;

(ii) When the candidate is currently serving as a corporate auditor of said company, his/her position and duties at said company.

(Proposal for Appointment of Accounting Auditor)

Article 24 In the case where a director of a company issuing shares submits a proposal regarding the appointment of an accounting auditor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The matters prescribed in (a) or (b) below according to the category specified therein;

(a) In the case where the candidate is a certified public accountant: his/her name, location of office, date of birth, and brief biographical outline.

(b) In the case where the candidate is an audit corporation: its name, location of principal office, and history.

(ii) When the candidate is currently subject to a disposition for suspension of business and has not yet passed such period of suspension of business, matters pertaining to said disposition;

(iii) In the case where the candidate was subject to a disposition for suspension of business in the past two years, among the matters pertaining to said disposition, the matters that are determined by the solicitor to be appropriate to be stated in the Reference Documents.

(Proposal for Dismissal of Director)

Article 25 In the case where a director of a company issuing shares submits a proposal regarding the dismissal of a director, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the name and brief biographical outlines of the director to be dismissed.

(Proposal for Dismissal of Accounting Advisor)

Article 26 In the case where a director of a company issuing shares submits a proposal regarding the dismissal of an accounting advisor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the matters prescribed in each of the following items according to the category specified in such item:

(i) In the case where accounting advisor is a certified public accountant or certified public tax accountant: his/her name and brief biographical outlines;

(ii) In the case where accounting advisor is an audit corporation or tax accountant corporation: its name and history

(Proposal for Dismissal of Corporate auditor)

Article 27 In the case where a director of a company issuing shares submits a proposal regarding the dismissal of a corporate auditor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the name and brief biographical outlines of the corporate auditor.

(Proposal for Dismissal or Non-Reappointment of Accounting Auditor)

Article 28 In the case where a director of a company issuing shares submits a proposal regarding the dismissal or non-reappointment of an accounting auditor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the matters prescribed in each of the following items according to the category specified in such item:

(i) In the case where accounting auditor is a certified public accountant: his/her name and brief biographical outline;

(ii) In the case where accounting auditor is an audit corporation: its name and history

(Proposal for Remuneration, etc. for Director)

Article 29 In the case where a director of a company issuing shares submits a proposal regarding remuneration, etc. for a director when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The name and brief biographical outline of the director;

(ii) When the proposal relates to provisions regarding two or more directors, the number of directors pertaining to such provisions;

(iii) When the proposal relates to retirement benefits, a brief biographical outline of each retiring director.

(Proposal for Remuneration, etc. for Accounting Advisor)

Article 30 In the case where a director of a company issuing shares submits a proposal regarding remuneration, etc. for an accounting advisor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The matters prescribed in (a) or (b) below according to the category specified therein;

(a) In the case where accounting advisor is a certified public accountant or certified public tax accountant, his/her name and brief biographical outline.

(b) In the case where accounting advisor is an audit corporation or tax accountant corporation, its name and history.

(ii) When the proposal relates to provisions regarding two or more accounting advisors, the number of accounting advisor pertaining to such provisions.

(iii) When the proposal relates to retirement benefits, a brief biographical outline of each retiring accounting advisor

(Proposal for Remuneration, etc. for Corporate auditor)

Article 31 In the case where a director of a company issuing shares submits a proposal regarding remuneration, etc. for a corporate auditor, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) The name and brief biographical outline of the corporate auditor;

(ii) When the proposal relates to provisions regarding two or more corporate auditors, the number of corporate auditors pertaining to such provisions.

(iii) When the proposal relates to retirement benefits, brief biographical outlines of each retiring corporate auditor.

(Proposal for Approval of Absorption-Type Merger Contract)

Article 32 In the case where a director of a company issuing shares submits a proposal regarding approval for absorption-type merger contract, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the summary of the content of the absorption-type merger contract.

(Proposal for Approval of Absorption-type Company Split Contract)

Article 33 In the case where a director of a company issuing shares submits a proposal regarding approval for absorption-type company split contract, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the summary of the content of the absorption-type company split contract.

(Proposal for Approval of Share Exchange Contract)

Article 34 In the case where a director of a company issuing shares submits a proposal regarding approval for a share exchange contract, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents state the summary of the content of the share exchange contract.

(Proposal for Approval of Consolidation-Type Merger Contract)

Article 35 In the case where a director of a company issuing shares submits a proposal regarding approval for a consolidation-type merger contract, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Summary of the content of the consolidation-type merger contract;

(ii) Matters prescribed in Article 21 with regard to the persons who become directors of the stock company incorporated through consolidation-type merger;

(iii) When a stock company incorporated through consolidation-type merger is a company with accounting advisors, matters prescribed in Article 22 with regard to the persons who become accounting advisors of such company;

(iv) When a stock company incorporated through consolidation-type merger is a company with corporate auditors, matters prescribed in Article 23 with regard to the persons who become corporate auditors of such company;

(v) When a stock company incorporated through consolidation-type merger is a company with accounting auditors, matters prescribed in Article 24 with regard to the persons who become accounting auditors of such company.

(Proposal for Approval of Incorporation-Type Company Split Plan)

Article 36 In the case where a director of a company issuing shares submits a proposal regarding approval for incorporation-type company split plan, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the summary of the content of the incorporation-type company split plan.

(Proposal for Approval of Share Transfer Plan)

Article 37 In the case where a director of a company issuing shares submits a proposal regarding approval for a share transfer plan, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters:

(i) Summary of the content of the share transfer plan;

(ii) Matters prescribed in Article 21 with regard to the persons who become directors of a wholly owning parent company incorporated through share transfer;

(iii) When a wholly owning parent company incorporated through share transfer is a company with accounting advisors, matters prescribed in Article 22 with regard to the persons who become accounting advisors of such company;

(iv) When a wholly owning parent company incorporated through share transfer is a company with corporate auditors, matters prescribed in Article 23 with regard to the persons who become corporate auditors of such company;

(v) When a wholly owning parent company incorporated through share transfer is a company with accounting auditors, matters prescribed in Article 24 with regard to the persons who become accounting auditors of such company.

(Proposal for Approval of Contract for Assignment of Business, etc.)

Article 38 In the case where a director of a company issuing shares submits a proposal regarding approval for a contract for the assignment of business, etc., when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the summary of the content of the contract for the assignment of business, etc.

(Matters to Be Stated in Case of Solicitation Regarding Shareholders' Proposal by Issuer Company, etc.)

Article 39 (1) In the case where shareholders of a company issuing shares submit a proposal, when solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state the following matters (in the case where the matters listed in item (iii) or (iv) consist of many letters, symbols, and other things to such an extent that it would not be appropriate to state all of them in the Reference Documents (including the cases where such matters exceed the amount prescribed by said company to be appropriate for all such matters to be stated therein), the summary of such matters):

(i) The fact that the proposal has been submitted by shareholders;

(ii) When directors (in the case of a company with board of directors, the board of directors) wishes to state opinions regarding the proposal, the content of such opinions;

(iii) When shareholders, at the time of making demand under Article 305, paragraph (1) of the Companies Act, notify said company of reasons for a proposal (excluding those in cases where such reasons are clearly false or where it is found that the sole purpose of making such proposal is to harm the reputation of or insult a person), such reasons;

(iv) In the case where a proposal relates to the appointment of persons listed in (a) to (d) below, when shareholders, at the time of making demand under Article 305, paragraph (1) of the Companies Act, notify said company of the matters prescribed in (a) to (d) below (excluding those in cases where such matters are clearly false), the content of such matters;

(a) Director; Matters prescribed in Article 2.

(b) Accounting advisor; Matters prescribed in Article 3.

(c) Corporate auditor; Matters prescribed in Article 4.

(d) Accounting auditor; Matters prescribed in Article 5.

(2) When two or more shareholders have submitted proposals with the same purpose, such proposals or the content of opinions of directors (in the case where the company is a company with board of directors, the board of directors) regarding such proposals shall not be required to be stated individually in the Reference Documents; provided, however, the fact that two or more shareholders have submitted such proposals shall be stated.

(3) In the case where two or more shareholders have submitted the same reasons for a proposal, such reasons shall not be required to be stated individually in the Reference Documents.

(Matters to Be Stated in Case of Solicitation Regarding Shareholders' Proposal Other Than by Issuer Company, etc.)

Article 40 In the case where shareholders of a company issuing shares submit a proposal, when solicitation of proxy voting is conducted in cases other than those where solicitation of proxy voting is conducted by or for said company with respect to such shares, the Reference Documents shall state that the proposal has been submitted by shareholders and also state the following matters:

(i) Reasons for the proposal;

(ii) When the proposal relates to the appointment of directors, the matters prescribed in Article 21;

(iii) When the proposal relates to the appointment of an accounting advisor, the matters prescribed in Article 22;

(iv) When the proposal relates to the appointment of a corporate auditor, the matters prescribed in Article 23;

(v) When the proposal relates to the appointment of an accounting auditor, the matters prescribed in Article 24;

(Matters to Be Stated at Class Shareholders Meeting)

Article 41 The provisions of each of the preceding Articles shall apply mutatis mutandis to the Reference Documents for class shareholders meeting.

(Electromagnetic Means)

Article 42 (1) The means specified by a Cabinet Office Ordinance prescribed in Article 36-2, paragraph (2) of the Order (including the cases where it is applied mutatis mutandis pursuant to Article 36-5, paragraph (2) of the Order) shall be the following:

(i) Means of using an electronic data processing system connecting the computer used by a sender and the computer used by a receiver through a telecommunications line, by which information is sent through said telecommunications line and recorded in a file stored on the computer used by the receiver;

(ii) Means of delivering information, which shall be prepared with any object enabling secure storage of certain information through magnetic disks or any other means equivalent thereto;

(2) The methods listed in the preceding items shall be the ones by which a receiver can prepare a written document by outputting the record from a file.

(3) The type and content of the Electromagnetic Means to be shown pursuant to the provisions of Article 36-2, paragraph (3) of the Order (including the cases where it is applied mutatis mutandis pursuant to Article 36-5, paragraph (2) of the Order) shall be the following:

(i) The method used by a sender among the methods listed in paragraph (1);

(ii) The method of recording into the file.

(Proxy Form)

Article 43 The proxy form prescribed in Article 36-2, paragraph (5) of the Order shall have a column for each proposal in which a solicited person is to state whether he/she approves or rejects the proposal; provided, however, that this shall not prevent the establishment of a separate column for abstention.

(Cases Where Submission of Copies of Documents, etc. Are Not Required)

Article 44 The cases specified by a Cabinet Office Ordinance prescribed in Article 36-3 of the Order shall be those where the Reference Documents and voting forms have been delivered to all shareholders of a company issuing shares (limited to persons who can exercise voting rights at such shareholders meeting) regarding the same shareholders meeting.

(Electromagnetic Record)

Article 45 (1) The electromagnetic record specified by a Cabinet Office Ordinance prescribed in Article 36-3 of the Order shall be a magnetic disk with a structure being a 90 millimeter flexible disk cartridge that complies with Japanese Industrial Standards (hereinafter referred to as "JIS" in this Article) X 6223 under the Industrial Standardization Act (Act No. 185 of 1949).

(2) Recording by the electromagnetic record prescribed in the preceding paragraph shall be made in accordance with the following:

(i) The format prescribed in JIS X 6225 shall be used with regard to track format;

(ii) The format prescribed in JIS X 0605 shall be used with regard to volume and file configuration.

(3) Documents stating the following shall be attached to the label area prescribed in JIS X 6223 of the electromagnetic record prescribed in paragraph (1):

(i) Name of the person submitting the record;

(ii) Date of submission.