Financial Holding Company Act Article 32

Where the subsidiary of a financial holding company acquires or merges with a company in which such subsidiary holds more than ninety percent (90%) of the outstanding shares and such subsidiary is the surviving entity, a merger agreement shall be drafted and then approved by a majority vote at a meeting of the board of directors attended by two-thirds or more of the directors of each company, respectively and Article 316 of the Company Act requiring resolutions of a shareholders meeting shall not apply.Following adoption [by the boards of directors] of the resolution described in the preceding paragraph, each board of directors shall, within ten (10) days of such resolution, make a public announcement of the contents of the resolution and the items to be specified in the merger agreement, and designate a period of at least thirty (30) days during which shareholders may raise their objections.Dissenting shareholders may, upon request made in writing within twenty (20) days from the expiry of the above objection period, stating therein the type and number of shares, request the respective companies to buy back their shares at the prevailing fair [market] value.Article 187, Paragraph 2 and 3 and Article 188 of the Company Act shall apply, mutatis mutandis, to the determination of the share price by such dissenting shareholders and the relevant company and to the expiration of the appraisal righ.