Article 74. Proxy Exercise of Voting Rights

(Compare Article 180 of the former Commercial Code)

1. An establishment shareholder may exercise his vote via a proxy. In this situation, the said establishment shareholder or the proxy must submit to the incorporator a document proving the proxy right.

2. Granting the proxy right of the previous paragraph must be done for each general meeting of establishment.

3. The establishment shareholders or proxies of the first paragraph, in substitution for filing the document proving the proxy right, in accord with the provisions of Cabinet Order, with the consent of the incorporators, can provide the information to be provided in the said document, via electromagnetic means. In this situation, the said establishment shareholder or proxy shall be regarded as having submitted the said document.

4. In the situation where establishment shareholder is a party who gave the consent of Article 68. (Notice of Calling of General Meeting of Establishment), paragraph 3, the incorporator, without adequate reason, may not refuse the consent of the previous paragraph.

5. The incorporators can restrict the number of proxies attending a general meeting for establishment.

6. The incorporator, for a period of 3 months from the date of the general meeting of establishment, must store the documents proving proxy rights or the electromagnetic recording of the matters supplied based on electromagnetic means of paragraph 3, at a location determined by the incorporators (after the incorporation of the kabushiki kaisha, at the head office. In the following Article, Paragraph 3 and Article 76. (Exercise of Voting Rights by Electromagnetic Methods), Paragraph 4, the same)

7. The establishment shareholders can make the demands listed hereunder at any time within the time period determined by the incorporators (after incorporation of the kabushiki kaisha, during its business hours. In the following Article, Paragraph 4 and Article 76. (Exercise of Voting Rights by Electromagnetic Methods). paragraph 5, the same).

(1) The demand to view the document proving the proxy rights, or copies thereof.

(2) The demand to view that indicating, based on matters determined by Ministry of Justice ordinance, matters recorded in the electromagnetic medium of the previous paragraph or copies thereof.

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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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