Article 89. Appointment of Establishment Directors by Cumulative Voting

1. In the situation where an objective of the general meeting of establishment is the appointment of two or more directors, unless otherwise provided in the articles of incorporation, the establishment shareholders (limited to those establishment shareholders which can vote concerning the appointment of establishment directors) can demand that the incorporators appoint establishment directors, based on the provisions of Paragraphs 3 to 5,

2. The demands based on the provisions of the previous Paragraph must be made by 5 days prior to the date of general meeting of establishment of the previous paragraph.

3. Notwithstanding the provisions of Article 72. (Number of Votes), Paragraph 1, when there has been the demands of Paragraph 1, the establishment shareholders, with respect to the resolution for appointment of establishment directors, shall have for every share (in the case where the articles of incorporation have provided the number for unit shares, then for each unit of shares to be issued at the time of incorporation) of the shares to be issued at the time of incorporation to which they have subscribed, the same number of votes as the number of establishment directors to be appointed at the general meeting of establishment. In this situation, the establishment shareholders can vote for only one person or for two or more persons.

4. In the situation of the previous Paragraph, the establishment directors shall be appointed in the numerical order of the number of those receiving the greatest number of votes.

5. In addition to the determinations of the previous two paragraphs, necessary matters concerning the appointment of establishment directors, where there have been the demands of Paragraph 1, shall be as determined by Ministry of Justice ordinance.

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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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