Article 73. Resolutions of the General Meeting of Establishment

(Compare Article 187 of the former Commercial Code)

1. Resolutions of the general meeting of establishment is by a majority of the votes of the establishment shareholders can exercise at the general meeting of establishment, and two-thirds of the votes of the establishment shareholders attending.

2. Notwithstanding the provisions of the previous paragraph, in the situation where there is to be an amendment to the articles of incorporation to establish provisions in the articles of incorporation to the effect that the authorization of the kabushiki kaisha is required concerning the acquisition of shares via transfer, the subject matter of which is all of the shares to be issued (excluding those situations where the kabushiki kaisha to be established is a corporation with classes of shares), the resolution of the general meeting of establishment concerning the said amendment of the articles of incorporation must be made via a vote of a majority of the establishment shareholders who can vote at the said general meeting of establishment and a two-thirds majority or more of the votes of the said establishment shareholders attending.

3. For the situation where the articles of incorporation are to be amended and they seek to establish provisions in the articles of incorporation concerning the matters listed in Article 107. (Special Determinations Concerning the Contents of Shares.), Paragraph 1, item 3 the substance of which is all of the shares that are to be issued or amendments to the articles of incorporation concerning the said matters (excluding the discontinuance of the provisions of the articles of incorporation concerning the said matters), the agreement of all the establishment shareholders is required (excluding those situations where the kabushiki kaisha to be established is a corporation with classes of shares).

4. The general meeting of establishment can not make resolutions on matters other than those listed in Article 67. (Decisions on Calling the General Meeting of Establishment), paragraph 1, item 2. Provided, however, that this shall not apply concerning amendment of the articles of incorporation or the discontinuance of the incorporation of the kabushiki kaisha.

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Disclaimer: This translation is for general reference purposes only and is provided on an “as is” basis with no warranties made whatsoever. Attorney Roderick H. Seeman (licensed in the USA) shall not be responsible for any consequences resulting from the use of this translation. Reliance must be placed on the original Japanese text of the laws. In the text of the translation article headings are added in parenthesis are not in the Japanese language original and are added only for the purposes of enhanced comprehension.

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