Act on Prohibition of Private Monopolization and Maintenance of Fair Trade

A company must not acquire or hold shares of other companies if its acquisition or holding of shares substantially restrains competition in any particular field of trade, nor must any company use unfair trade practices to acquire or hold shares in another company.

If a company whose domestic sales (meaning the amount stipulated by the Rules of the Japan Fair Trade Commission as the total amount of value of goods and services supplied in Japan in the most recent business year; the same applies hereinafter) as calculated in conjunction with the domestic sales of companies, etc. other than the relevant company (meaning companies, partnerships (including equivalents of partnerships in foreign countries; the same applies hereinafter in this Article) and any other business entities that are similar to these; the same applies hereinafter in this Article) that belong to the group of combined companies to which the relevant company belongs (meaning a group consisting of the relevant company, its subsidiary companies, its parent company which is not a subsidiary company of another company, and subsidiary companies of the relevant parent company (excluding the relevant company and subsidiary companies of the relevant company); the same applies hereinafter) using a method stipulated in the Rules of the Japan Fair Trade Commission (hereinafter referred to as the "total domestic sales amount") exceeds the amount provided by Cabinet Order, which must be no less than twenty billion yen (the company is referred to as a "share acquiring company" hereinafter in this Article), intends to acquire shares of another company whose domestic sales as calculated in conjunction with the domestic sales of subsidiary companies of the relevant other company using a method stipulated in the Rules of the Japan Fair Trade Commission exceeds the amount provided by Cabinet Order, which must be no less than five billion yen (the company is referred to as the "share issuing company" hereinafter in this Article) (including when the share acquiring company is a settlor or beneficiary and may exercise voting rights or give instructions to the trustee regarding the exercise of the voting rights with regard to the shares held in money or securities trust, and intends to have the trustee acquire shares issued by the share issuing company), so that the ratio of the number of voting rights, which combines the number of voting rights for the shares of the issuing company to be held by the acquiring company after the acquisition with the number of voting rights for the shares of the issuing company held by companies, etc. other than the acquiring company that belongs to the group of combined companies to which the share acquiring company belongs (referred to as "companies, etc. other than the share acquiring company" in paragraph (4) below), to the voting rights of all shareholders of the issuing company exceeds the numerical value provided for by Cabinet Order (if more than one numerical value is provided for, each of the numerical values pursuant to the provisions of Cabinet Order), which must be no less than twenty percent, must give the Japan Fair Trade Commission advance notification of the plan for the acquisition, pursuant to the provisions of the Rules of the Japan Fair Trade Commission; provided, however, this does not apply if the advance submission of such a plan is stipulated as being difficult under the Rules of the Japan Fair Trade Commission.

In cases under the preceding paragraph, the voting rights from shares of the issuing company to be held by the acquiring company after the acquisition is not to include voting rights from shares held in money or securities trust (limited to when the settlor or beneficiary may exercise the voting rights or give instructions to the trustee regarding the exercise of the voting rights), voting rights from shares to be held by the share acquiring company after the acquisition if the acquiring company is engaged in banking or insurance (excluding companies engaged in insurance that are provided in the Rules of the Japan Fair Trade Commission; the same applies in the following paragraph and paragraphs (1) and (2) of the following Article) and intends to acquire shares of other companies in Japan (excluding companies engaged in banking or insurance and other companies provided in the Rules of the Japan Fair Trade Commission; the same applies in the following paragraph and paragraphs (1) and (2) of the following Article), and voting rights from shares to be held by the acquiring company after the acquisition if the acquiring company is engaged in Type I financial instruments business and intends to acquire the shares in the course of its business, but do include voting rights from shares held in money or securities trust that the acquiring company may exercise as the settlor or beneficiary or that allows the share acquiring company to give instructions regarding their exercise (excluding voting rights provided in the Rules of the Japan Fair Trade Commission; the same applies in the following paragraph), and voting rights for the shares that may not be duly asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) and Article 148, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares.

In the case referred to in paragraph (2), the voting rights pertaining to the shares of the share issuing company held by companies, etc. other than the share acquiring company are not to include voting rights pertaining to shares in a trust of money or securities (limited to those that the settlor or beneficiary may exercise or may give instructions to the trustee regarding their exercise), voting rights pertaining to shares of other companies in Japan held by companies, etc. other than the share acquiring company where companies, etc. other than the share acquiring company are companies engaged in banking or insurance, and voting rights pertaining to shares held in the course of business by companies, etc. other than the share acquiring company where companies, etc. other than the share acquiring company are companies engaged in type-I financial instruments business, and are to include voting rights pertaining to shares in a trust of money or securities that the relevant company, etc. itself may exercise as the settlor or beneficiary or regarding whose exercise it may give instructions, and voting rights pertaining to shares that cannot be asserted against the issuer pursuant to the provisions of Article 147, paragraph (1) or Article 148, paragraph (1) of the Act on Book-Entry Transfer of Corporate Bonds and Shares.

If a partner in a partnership that is a subsidiary company of a company (limited to a partnership that was established under a partnership contract as provided in Article 667, paragraph (1) of the Civil Code (Act No. 89 of 1896), an investment limited partnership as provided in Article 2, paragraph (2) of the Limited Partnership Act for Investment (Act No. 90 of 1998) (referred to simply as an "investment limited partnership" in paragraph (1), item (iv) of the following Article), a limited liability partnership as provided in Article 2 of the Limited Liability Partnership Act (Act No. 40 of 2005), or an organization similar to these that were established in accordance with the laws and regulations of a foreign country (hereinafter referred to as a "specified organization similar to a partnership" in this paragraph); the same applies hereinafter in this paragraph) (including a member of a specified organization similar to a partnership; the same applies hereinafter in this paragraph) intends to acquire shares of the issuing company as partnership property (including property of a specified organization similar to a partnership; the same applies hereinafter in this paragraph) (including if all of the partners in a partnership that is a subsidiary company of a company may be settlors or beneficiaries and may exercise voting rights or give instructions to the trustee regarding the exercise of voting rights with regard to shares held in money or securities trust, and intend to have the trustee acquire shares issued by the share issuing company), it is deemed that the parent company of the partnership (meaning, if a partnership has two or more parent companies, the parent company of the partnership that is a subsidiary company of all the other parent companies; the same applies hereinafter in this paragraph) intends to acquire all of the shares, and if the shares of the issuing company belong to the partnership property of a partnership that is a subsidiary company of a company (including when, regarding the shares held in money or securities trust that belong to the partnership property of a partnership that is a subsidiary company of a company, all the partners in the partnership may be settlors or beneficiaries and may exercise the voting rights or give instructions to the trustee regarding the exercise of the voting rights), the parent company of the relevant partnership is deemed to hold all of the shares, for the purpose of the application of the provisions of paragraph (2).

The term "subsidiary company" as used in paragraph (2) and the preceding paragraph means a stock company for which the majority of voting rights of all shareholders are held by a company or any other company, etc. prescribed by the Rules of the Japan Fair Trade Commission as one whose management is controlled by the company.

The term "parent company" as used in paragraphs (2) and (5) means a company prescribed by the Rules of the Japan Fair Trade Commission as one that controls the management of a company, etc.

No company that gave notification in accordance with the provisions of paragraph (2) must acquire the shares under the notification until the expiration of the thirty-day waiting period from the date of acceptance of the notification provided, however, that when the Japan Fair Trade Commission finds it to be necessary, it may shorten the relevant period.

If the Japan Fair Trade Commission intends to order necessary measures regarding the relevant share acquisition under a notification pursuant to the provisions of Article 17-2, paragraph (1), it must notify the share acquiring company pursuant to the provisions of Article 50, paragraph (1) before the expiration of the thirty-day waiting period provided in the main clause of the preceding paragraph, or of any shortened period pursuant to the proviso (if the Japan Fair Trade Commission requested the acquiring company to submit necessary reports, information or materials (hereinafter in this paragraph, "reports, information, and materials") pursuant to the provisions of the Rules of the Japan Fair Trade Commission during the relevant period, the period up to the date on which one hundred-twenty days from the date of acceptance of the notification stipulated in the preceding paragraph have passed, or the date on which ninety days from the date of acceptance of all the reports, information and materials have passed, whichever is later) (hereinafter referred to as a "notice period" in this Article) provided, however, that this does not apply to cases falling under any of the following items:

of matters in the plan regarding the acquisition of shares under the notification, those which are considered important in light of the provisions of paragraph (1) are not carried out by the deadline stipulated in the relevant plan;

there has been a false statement with respect to important matters in the plan regarding the acquisition of shares under the notification;

when the notice pursuant to provisions of Article 48-2 has been made in relation to the acquisition of shares under the notification, the application for approval under the provisions of Article 48-3, paragraph (1) has not been made within the period stipulated in that paragraph;

when the notice pursuant to the provisions of Article 48-2 has been made in relation to the acquisition of shares under the notification, there has been a withdrawal of the application for approval under the provisions of Article 48-3, paragraph (1);

when the notice pursuant to the provisions of Article 48-2 has been made in relation to the acquisition of shares under the notification, there has been a decision made under the provisions of Article 48-3, paragraph (6) on the application for approval under the provisions of Article 48-3, paragraph (1);

the approval of Article 48-3, paragraph (3) (including approval of a change under the provisions of Article 48-3, paragraph (8)) has been rescinded under the provisions of Article 48-5, paragraph (1) (limited to portions for item (i)) in relation to the acquisition of shares under the notification; or

the approval of Article 48-3, paragraph (3) (including approval of a change under the provisions of Article 48-3, paragraph (8)) has been rescinded under the provisions of Article 48-5, paragraph (1) (limited to portions for item (ii)) in relation to the acquisition of shares under the notification.

In cases falling under the provisions of item (i) of the preceding paragraph, the Japan Fair Trade Commission must send a notification under the main clause of the preceding paragraph within one year from the deadline in the same item if it intends to order necessary measures relating to the acquisition of shares under the notification pursuant to the provisions of Article 17-2, paragraph (1).

In cases falling under the provisions of Article 10, paragraph (9), item (iii), when the Japan Fair Trade Commission intends to order measures that are necessary in relation to the acquisition of shares under the notification pursuant to the provisions of Article 17-2, paragraph (1), it must give the notice of the main clause of Article 10, paragraph (9) within the period that results from adding sixty days to the notice period.

In cases falling under the provisions of Article 10, paragraph (9), item (iv), when the Japan Fair Trade Commission intends to order measures that are necessary in relation to the acquisition of shares under the notification pursuant to the provisions of Article 17-2, paragraph (1), it must give the notice of the main clause of Article 10, paragraph (9) within the period that results from adding to the notice period a period that is equivalent to the period from the date of the notice pursuant to the provisions of Article 48-2 until the date when the withdrawal of that item was made.

In cases falling under the provisions of Article 10, paragraph (9), item (v), when the Japan Fair Trade Commission intends to order measures that are necessary in relation to the acquisition of shares under the notification pursuant to the provisions of Article 17-2, paragraph (1), it must give the notice of the main clause of Article 10, paragraph (9) within the period that results from adding ninety days to the notice period.

In cases falling under the provisions of Article 10, paragraph (9), item (vi), when the Japan Fair Trade Commission intends to order measures that are necessary in relation to the acquisition of shares under the notification pursuant to the provisions of Article 17-2, paragraph (1), it must give the notice of the main clause of Article 10, paragraph (9) within the one year beginning on the date of the decision pursuant to the provisions of Article 48-5, paragraph (1).