BUSINESS MERGERS AND ACQUISITIONS ACT Article 30

Where ninety percent or more of the total number of the issued shares of a subsidiary company is held by its parent company, the parent company may carry on the acquisition by share exchange with the said subsidiary company upon a resolution to be adopted separately at the Board meeting of both the parent and subsidiary companies by a majority vote of the directors present at the Board 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 the subsidiary company under the preceding paragraph, the details of the resolution and entries required to appear in the share exchange agreement shall be published within ten days. A notice shall be served to each of its shareholders and state that any shareholder who has an objection against that resolution may submit a written objection requesting the subsidiary company to buy back, at the then prevailing price, the shares of the subsidiary company 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 share exchange agreement to its shareholders.The given time referred to in the preceding paragraph shall not be shorter than thirty days. Article 18(6) of this Act shall apply mutatis mutandis to the procedure of the share exchange in this Article.