Act on Prohibition of Private Monopolization and Maintenance of Fair Trade

No company engaged in banking or insurance businesses must acquire or hold voting rights in another company in Japan if it results in its holding more than five percent (ten percent for a company engaged in insurance business; the same applies in the following paragraph) of voting rights of all shareholders provided, however, that this does not apply if the approval of the Japan Fair Trade Commission is obtained in advance pursuant to the provisions of the Rules of the Japan Fair Trade Commission, and in cases falling under any of the following items:

cases in which voting rights are acquired or held by acquisition or holding of shares as a result of the exercise of a security interest, or of receipt of substitute performance;

cases in which the ratio of the voting rights from shares already held to voting rights of all shareholders of the company increases, as a result of acquisition by another company in Japan of its own shares;

cases in which voting rights are acquired or held by acquisition or holding of the shares in the form of trust property in a money or securities trust;

cases in which voting rights are acquired or held by a limited liability partner in an investment limited partnership (hereinafter referred to as "limited liability partner" in this item) as a result of acquisition or holding of shares as partnership property; provided, however, that this does not apply if the limited liability partner may exercise the voting rights, if the limited liability partner may give instructions to an unlimited liability partner in the investment limited partnership regarding the exercise of the voting rights, or if the voting rights are held in excess of the period provided by Cabinet Order from the date on which the voting rights were acquired;

cases in which voting rights are acquired or held by a partner (excluding a partner to which management of the business is delegated; hereinafter referred to as a "non-managing partner" in this item) in a partnership that was established by a partnership contract provided in Article 667, paragraph (1) of the Civil Code, whose purpose is operation of business to make investments into companies (limited to partnerships in which management of the business is delegated to one or more partners) as a result of acquisition or holding of shares as partnership property provided, however, that this does not apply if the non-managing partner may exercise voting rights, if the non-managing partner may give instructions to a partner to which the management of business regarding the exercise of the voting rights is delegated, or if the voting rights are held in excess of the period provided in the Cabinet Order referred to in the preceding item from the date on which the relevant voting rights were acquired; or

beyond the cases under the preceding items, cases provided for in the Rules of the Japan Fair Trade Commission as cases in which there is no risk of restraining the business activities of another company in Japan.

Any company, in the cases under items (i) through (iii) and (vi) of the preceding paragraph (in the case under item (iii) of the paragraph, excluding when the settlor or beneficiary other than those acquired or holding the relevant voting rights may exercise the voting rights and the relevant settlor or beneficiary may instruct the trustee on the exercise of the voting rights), that attempts to hold the relevant voting rights of another company in Japan over a period of one year from the date of the acquisition resulting in holding in excess of five percent of total voting rights of all shareholders must obtain approval to do so in advance from the Japan Fair Trade Commission, pursuant to the provisions of the Rules of the Japan Fair Trade Commission. Except in cases under item (iii) of the paragraph, the approval of the Japan Fair Trade Commission in the cases must be conditional on prompt disposal of the relevant voting rights by the company engaged in the banking or insurance business.

If the Japan Fair Trade Commission seeks to grant approval under the provisions of the preceding two paragraphs, it must consult with the Prime Minister in advance of doing so.

The authority of the Prime Minister as set forth in the preceding paragraph is hereby delegated to the Commissioner of the Financial Services Agency.

Deleted.

An officer or an employee (meaning, in this Article, a person other than an officer engaged in the business of a company on a regular basis) of a company must not hold a position as an officer of another company at the same time, if the person's doing so substantially restrains competition in any particular field of trade.

A company must not use unfair trade practices to coerce another company with which it is in competition in Japan to admit its officer to a concurrent position as an officer or employee of the other company, or to coerce another company to admit its employee to a concurrent position as an officer.

A person other than a company must not acquire or hold shares in a company if the person substantially restrains competition by doing so in any particular field of trade, nor must a person that is not a company use unfair trade practices to acquire or hold shares in a company.

No company must effect a merger if any of the following items applies:

if the merger substantially restrains competition in a particular field of trade; or

if unfair trade practices are employed in the course of the merger.

Every company that intends to become a party to a merger (hereinafter in this Article "merging company") must notify the Japan Fair Trade Commission in advance of its merger plan pursuant to the provisions of the Rules of the Japan Fair Trade Commission if the total domestic sales amount of any one of the companies intending to be parties to the merger exceeds the amount provided by Cabinet Order, which must be no less than twenty billion yen, and the total domestic sales amount of any one of the other merging companies exceeds the amount provided by Cabinet Order, which must be no less than five billion yen provided, however, that this does not apply if all of the merging companies belong to the same group of combined companies.

The provisions of Article 10, paragraphs (8) through (14) apply mutatis mutandis to the restriction of a merger under a notification pursuant to the provisions of the preceding paragraph and to the orders made by the Japan Fair Trade Commission pursuant to the provisions of Article 17-2, paragraph (1). In this case, in Article 10, paragraph (8) and paragraphs (10) through (14), the term "acquire the shares" is deemed to be replaced with "merge"; in paragraph (9) of the Article, the terms "share acquisition" and "acquisition of shares" is deemed to be replaced with "merger"; the term "notify the share acquiring company" is deemed to be replaced with "notify the merging companies"; and the term "requested the share acquiring company" is deemed to be replaced with "requested at least one of the merging companies"; and in paragraph (10) of the Article, the term "acquisition of shares" is deemed to be replaced with "merger".