BUSINESS MERGERS AND ACQUISITIONS ACT Article 19

In case that a parent company merges/consolidates with its subsidiary company whose ninety percent or more of the total number of the issued shares is held by the parent company or that subsidiary companies of a parent company merge/consolidate with one another whose ninety percent or more of the total number of the issued shares is held by their parent company respectively, the merger/consolidation agreement may be concluded upon a resolution to be adopted separately at the Board meeting of each company by a majority vote of the directors present at the meeting attended by directors representing two-thirds or more of the directors of the respective companies.After adoption of the resolution by the Board of Directors of subsidiary companies under the preceding paragraph, the details of the resolution and entries required to appear in the merger/consolidation agreement shall be published within ten days. A notice shall be served to each of their shareholders and state that any shareholder who has an objection against that resolution may submit a written objection requesting the subsidiary companies to buy back, at the then prevailing price, the shares of the subsidiary companies she holds. In the case of a company that has its share certificates publicly issued, it shall deliver review results of special committees or audit committees and opinions of independent experts in the merger/consolidation agreement to its shareholders.The given time referred to in the preceding paragraph shall not be shorter than thirty days.Where ninety percent or more of the total capital of a subsidiary company is held by its parent company, all the provisions set forth in the preceding three paragraphs shall apply mutatis mutandis when the parent company merges with the said subsidiary company.