Article 556 — Right to Give Instructions to the Management of the

1/ a parent company, acting as a shareholder in the general meeting of shareholders or through its board of directors or senior management has the right to give instructions to the organs of management of its subsidiaries. 2/ Subject to the conditions specified under Article 563 and the exception in Sub-Article (3) of this Article, the organs of management of a subsidiary shall comply with the instructions issued by the parent. 3/ Directors and managers who were not appointed by the parent company, but as a result of provisions in the memorandum of association, or a shareholders’ agreement or of any law or regulation are not bound by the instructions of the parent company. 4/ A non-wholly-owned subsidiary shall clearly indicate in the Commercial Register kept by the Ministry of Trade and Industry or another pertinent authority whether or not its management is directed by the parent. 5/ In the absence of a contrary disclosure, a wholly- owned subsidiary is presumed to be subject to instructions of its parent company and does not need to make a disclosure in the Commercial Register, except to disclose that it is wholly-owned.