Article 72. Number of Votes

(Compare Article 180 of the former Commercial Code)

1. Establishment shareholders (excluding establishment shareholders provided for by Ministry of Justice Ordinance who will have one-fourth or more of the votes of all shareholders of the kabushiki kaisha after incorporation, and in such other relations to be able to realistically control the administration of the kabushiki kaisha after incorporation) in the general meeting of establishment will have one vote for each share to which they have subscribed. Provided, however, in those situations where the articles of incorporation provide for unit shares, they shall have one vote for every unit share issued at the time of incorporation.

2. In the situation where the kabushiki kaisha to be established is a corporation with classes of shares, when shares to be issued at the time of incorporation are of a class that are restricted concerning matters that can be voted on in the shareholders meetings, establishment shareholders at the general meeting of establishment, limited to those matters corresponding to the matters that they can vote on at the general shareholders meeting, can exercise their voting rights concerning the shares to be issued at the time of the establishment

3. Notwithstanding the provisions of the previous paragraph, with respect to discontinuing the incorporation of the kabushiki kaisha, establishment shareholders can exercise votes concerning the shares to be issued at the time of incorporation to which they have subscribed.

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