| Chapter II: Special Purpose Trust |
Section III: Beneficiaries' Meeting |
| Article 23 |
（Rights of beneficiaries）The rights of beneficiaries and the trustor of a SPT must be exercised pursuant to the beneficiaries' meeting or by the Trust Supervisor, except for the following rights of beneficiaries:
1. receiving the payment from the Trustee payable under the SPT contract; and
2. other acts exclusively for the beneficiaries' interests.
A beneficiaries' meeting may appoint a Trust Supervisor by resolution. The appointed Trust Supervisor shall attend every beneficiaries' meeting. |
| Article 24 |
（Convening beneficiaries' meetings）A beneficiaries' meeting shall be convened by either the Trustee or the Trust Supervisor.
Beneficiaries with three (3) percent or more of the total Principal Holding may, for the common interests of the beneficiaries, request in writing, stating the matters for discussion and the reasons thereof, that the people having the right to convene the beneficiaries' meeting in accordance with the preceding paragraph convene a beneficiaries' meeting.
Within fifteen (15) days from the written request described in the preceding paragraph, if the person having the right to convene the beneficiaries' meeting fails to convene or cannot convene a beneficiaries' meeting due to any reasons, such beneficiaries with three (3) percent or more of the total Principal Holding may convene a beneficiaries' meeting after the competent authority grants its approval.
All the beneficiaries shall be informed of the notice of a beneficiaries' meeting twenty (20) days prior to the date of the beneficiaries' meeting.
The notice described in the preceding paragraph shall contain the reason for convening the meeting, the total number of voting rights and the percentage of voting rights held by each beneficiary. Matters regarding the resignation and removal of the Trustee, the appointment of the new Trustee, the appointment, resignation, or removal of the Trust Supervisor, and the alteration or termination of the SPT contract shall be stated in the reason for convening the meeting and shall not be raised by extraordinary motions. |
| Article 25 |
（Voting rights）Resolutions of a beneficiaries' meeting, unless otherwise provided for in this Act or other agreements in the SPT contract, require a quorum of beneficiaries holding at least one-half of all voting rights and a majority of all votes of beneficiaries present in the meeting.
A beneficiary has voting rights proportional to the Principal Holding of his beneficial interests; provided that if the SPT contract provides otherwise, such provision shall prevail.
Article 177 of The Company Act and Article 25-1 of the Securities and Exchange Act shall apply mutatis mutandis where a beneficiary appoints an agent to exercise the voting right on his/her behalf.
A beneficiary with a personal interest in the discussed matter at the meeting, which may damage the interest of the trust property, shall not vote nor exercise the voting right on behalf of another beneficiary.
The Trustee shall have no voting right with regard to the beneficial interests held by it based on its own property. |
| Article 26 |
（Acknowledgment of resolutions of beneficiaries' meetings）If the asset trust securitization plan allows various types of beneficial interests, and if a resolution of a beneficiaries' meeting damages the rights of a certain type of beneficiaries, such resolution shall be approved by a resolution adopted in a meeting of that damaged type of beneficiaries.
The approval in the preceding paragraph shall require a quorum of at least one-half of all voting rights of that type of beneficiaries and by two-thirds of all votes present.
The provisions governing beneficiaries' meetings in this section shall apply mutatis mutandis to the meetings of the aforementioned certain types of beneficiaries.
The Trust Supervisor shall attend the meeting of the aforementioned certain types of beneficiaries and express his/her opinions. |
| Article 27 |
（Execution of resolutions of beneficiaries' meetings）Resolutions of the beneficiaries' meeting shall be executed by the Trust Supervisor or the person appointed by the beneficiaries' meeting.
The person appointed by a beneficiaries' meeting may take any litigious or non-litigious act related to the trust in his/her own name for the interest of the beneficiaries. |