BUSINESS MERGERS AND ACQUISITIONS ACT Article 37

In case that a parent company carries on a division with its subsidiary company whose ninety percent or more of the total number of the issued shares is held by the parent company and that the subsidiary company, as the divided company, transfers its business to the parent company, as the surviving transferee company, while acquiring the total amount of consideration for the business, the division plan 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.A company shall immediately make a public notice and notify each creditor of the divided subsidiary company under the preceding paragraph of such a division pursuant to Paragraph 6 of Article 35 of this Act; as regards the notice and public announcement, the reference date to start counting is the date of the resolution by the Board of Directors.After adoption of the resolution by the Board of Directors of the subsidiary company under Paragraph 1 of this Article, the details of the resolution and entries required to appear in the division plan 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 companies she holds. In case a company has its share certificates publicly issued, it shall deliver review results of special committees or audit committees and opinions of independent experts to its shareholders.The given time referred to in the preceding paragraph shall not be shorter than thirty days.