Financial Instruments and Exchange Act

A person set forth in the following items (hereinafter referred to as a "company insider" in this Article) that comes to know a material fact about the business of a listed company, etc. (in the case of the company insider of a subsidiary company of the listed company, etc. (other than one that falls under a company insider of the listed company, etc.), this is limited to a material fact about the business of the subsidiary company which is provided for in items (v) through (viii) of the following paragraph; the same applies hereinafter) in the manner prescribed in the relevant item must not make a purchase and sale, or any other transfer or acquisition for value, or succession upon a merger or company split (meaning to cause the other party to succeed or to succeed upon merger or company split) of regulated securities, etc. of the listed company, etc., nor effect a derivatives transaction connected with the same (hereinafter referred to as a "purchase and sale, etc." in this Article, Article 167-2, paragraph (1), Article 175-2, paragraph (1), and Article 197-2, paragraph (1), item (xiv)) before the disclosure of the material fact about its business. The same applies for one year to a company insider that comes to know a material fact about the business of a listed company, etc. in a manner prescribed in any of the following items even after the person ceases to be the company insider set forth in the relevant item:

the officer (if the accounting advisor is a corporation, its member), agent, employee, or any other worker (hereinafter referred to as an "officer, etc." in this Article and the following Article) of the listed company, etc. (including its parent company and subsidiary companies, and if the listed company, etc. is a listed investment corporation, etc., an asset management company of the relevant listed company, etc. or a specified associated corporation; hereinafter the same applies in this paragraph):coming to know the material fact related to the person's duty;

a shareholder of the listed company, etc. that has the right prescribed in Article 433, paragraph (1) of the Companies Act or an ordinary equity investor in the listed company, etc. as prescribed in the Act on Preferred Equity Investment that is specified by Cabinet Office Order as being deemed to have a right similar to such a right, or a member of the listed company, etc. that has the right prescribed in Article 433, paragraph (3) of that Act (this includes the officer, etc. of the shareholder, ordinary equity holder, or member, if the shareholder, ordinary equity investor, or member is a corporation (including an organization without legal personality for which a representative or administrator has been designated; hereinafter the same applies in this and the following Articles), and includes the agent or employee of the shareholder, ordinary equity investor, or member, if the shareholder, ordinary equity investor, or member is a person other than a corporation):coming to know the material fact related to the exercise of that right;

an investor (meaning an investor as defined in Article 2, paragraph (16) of the Act on Investment Trusts and Investment Corporations; hereinafter the same applies in this item) of the listed company, etc. or an investor that has the right specified in Article 433, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 128-3, paragraph (2) of that Act (including an officer, etc. of the investor when the investor is a corporation, and an agent or employee of the investor when the investor is a person other than a corporation):when the investor has come to know a material fact related to the exercise of the right specified in Article 128-3, paragraph (1) of the Act on Investment Trusts and Investment Corporations or the right specified in Article 433, paragraph (3) of the Companies Act as applied mutatis mutandis pursuant to Article 128-3, paragraph (2) of the Act on Investment Trusts and Investment Corporations;

a person that has statutory authority over the listed company, etc.:coming to know the material fact related to the exercise of that authority;

a person other than an officer, etc. of the listed company, etc., that has concluded, or is in negotiations to conclude, a contract with the listed company, etc. (including an officer, etc. of that person if that person is a corporation, and an agent or employee of that person if that person is a person other than a corporation):coming to know the material fact in the conclusion, negotiation, or implementation of the contract; and

the officer, etc. of a person set forth in item (ii), item (ii)-2 or the preceding item that is a corporation (limited to the officer, etc. of a corporation when another officer, etc. of the corporation comes to know a material fact about the business of the listed company, etc. pursuant to item (ii), item (ii)-2 or the preceding item):coming to know the material fact related to the person's duties.

The material fact about the business provided for in the preceding paragraph means any of the following facts (for item (i), item (ii), item (v), item (vi), item (ix), item (x), item (xii) and item (xiii), this excludes a fact that falls under the criteria specified by Cabinet Office Order as having only a minor influence on investors' investment decisions):

the organ that is responsible for making decisions about the execution of operations at the listed company, etc. (excluding a listed investment corporation, etc.; hereinafter the same applies in this item through item (viii)) has decided that the listed company, etc. will perform any of the following acts, or has decided that the listed company, etc. will not perform an act that was subject to the decision (limited to a decision that has already been publicized):

the solicitation, as prescribed in Article 199, paragraph (1) of the Companies Act, of persons to subscribe for the shares that a stock company issues or the treasury shares it disposes of (including solicitation of persons to subscribe for preferred equity investments that a cooperative financial institution issues) (in the case of solicitation for persons to subscribe for treasury shares, this includes solicitation under a foreign law or regulation that is equivalent to the relevant provisions of the Companies Act (but only if the listed company, etc. is a foreign company; hereinafter the same applies in this Article)), or solicitation, as prescribed in Article 238, paragraph (1) of that Act, of persons to subscribe for share options;

a reduction of the stated capital;

a reduction of the capital reserves or retained earnings reserves;

the acquisition of its own shares prescribed in Article 156, paragraph (1) of the Companies Act (including as applied pursuant to the provisions of Articles 163 and Article 165, paragraph (3) of that Act following the deemed replacement of terms) or under a foreign law or regulation that is equivalent to these provisions of that Act (but only if the listed company, etc. is a foreign company; hereinafter the same applies in this Article);

the allotment of shares without a contribution or allotment of share option without contribution;

a share split (including a split of preferred equity investment as prescribed in the Act on Preferred Equity Investment);

a distribution of surplus;

a share exchange;

a share transfer;

a partial share exchange;

a merger;

a company split;

the transfer or acquisition of all or a part of business;

dissolution (other than dissolution as a result of a merger);

the commercialization of a new product or new technology; or

a business alliance or anything else that is specified by Cabinet Order as being equivalent to the acts set forth in (a) through (o);

any of the following facts has arisen at the listed company, etc.:

damage arising from a disaster or in the performance of its operations;

any change in its major shareholders;

a fact constituting the cause for the delisting of regulated securities or options on regulated securities, or for the recession of their registration; or

any fact specified by Cabinet Order as being equivalent to the facts set forth in (a) through (c);

a variance arises in the forecasts that the listed company, etc. has newly prepared or in the results in the settlement of accounts for the business year, when compared against the last disclosed forecasts (or disclosed actual figures for the preceding business year, if there are no such forecasts) of net sales, current profits, or net income of the listed company, etc. (hereinafter referred to as "net sales, etc." in this Article), of the dividends prescribed in item (i), sub-item (g) from the listed company, etc., or of the net sales, etc. of the corporate group of which the listed company, etc. is a part (limited to a variance that falls under the criteria specified by Cabinet Office Order as having a material influence on investors' investment decisions);

a material fact other than any of the facts specified in the preceding three items, which concerns the operations, business, or assets of the listed company, etc. and has a significant influence on investors' investment decisions;

the organ that is responsible for making decisions about the execution of operations at the subsidiary company of the listed company, etc. has decided that the subsidiary company will perform any of the following acts, or has decided that the subsidiary company will not perform an act that was subject to the decision (limited to a decision that has already been publicized):

a share exchange;

a share transfer;

a partial share exchange;

a merger;

a company split;

a transfer or acquisition of all or part of business;

dissolution (other than dissolution as a result of a merger);

the commercialization of a new product or new technology; or

a business alliance or any other act specified by Cabinet Order as being equivalent to any of the acts set forth in (a) through (h);

any of the following facts has arisen at a subsidiary company of the listed company, etc.:

damage arising from a disaster or in the performance of its operations; or

any fact specified by Cabinet Order as being equivalent to the fact specified in (a);

a variance arises in the forecasts that a subsidiary company (limited to a subsidiary company that is the issuer of securities specified in Article 2, paragraph (1), item (v), (vii), or (ix) that are listed on a financial instruments exchange, or any other subsidiary company specified by Cabinet Office Order) of the listed company, etc. has newly prepared or in the results in the settlement of accounts for the business year, when compared against the last disclosed forecasts (or disclosed actual figures for the preceding business year, if there are no such forecasts) of net sales, etc. of the subsidiary company (limited to a variance that falls under the criteria specified by Cabinet Office Order as having a material influence on investors' investment decisions); or

a material fact, other than any of the facts specified in the preceding three items, which concerns the operations, business, or assets of a subsidiary company of the listed company, etc. and has a significant influence on investors' investment decisions;

a decision by the organ of the listed company, etc. (limited to a listed investment corporation, etc.; hereinafter the same applies in the following item to item (xiv)) which is responsible for making decisions on the execution of the operations of the listed company, etc. to perform any of the following acts, or a decision by the relevant organ not to perform the act which is decided to be performed in such a decision (limited to acts that have already been publicized):

conclusion or cancellation of an entrustment contract for asset investments;

solicitation of persons to subscribe for the investment equity issued by an investment corporation as prescribed in Article 82, paragraph (1) of the Act on Investment Trusts and Investment Corporations;

acquisition of one's own investment equity as prescribed in Article 80-2, paragraph (1) of the Act on Investment Trusts and Investment Corporations (including as applied pursuant to the provisions of Article 80-5, paragraph (2) following the deemed replacement of terms);

allotment of investment equity subscription rights without contribution as prescribed in Article 88-13 of the Act on Investment Trusts and Investment Corporations;

split of investment equity;

distribution of money;

merger;

dissolution (excluding dissolution by a merger); or

acts specified by Cabinet Order as acts equivalent to those set forth in (a) through (h);

occurrence of any of the following facts in the listed company, etc.:

damage arising from disaster or in the course of performing operations;

facts constituting the cause for delisting or rescission of registration of regulated securities or options related to them; or

acts specified by Cabinet Order as those equivalent to the act listed in (a) or (b);

a variance arises (limited to that which is regarded under the criteria specified by Cabinet Office Order as a variance that may have a material influence on investors' investment decisions) between, on one hand, the latest publicized forecasts (or publicized actual figures of the preceding business period (meaning the business period prescribed in Article 129, paragraph (2) of the Act on investment trusts and investment corporations; hereinafter the same applies in this item) in the case of lack of such forecasts) of operating revenue, current profits or net income (referred to as "operating revenue, etc." in paragraph (4), item (ii)) or of the dividend prescribed in item (ix), (f) of the listed company, etc., and, on the other hand, new forecasts newly prepared by the listed company, etc. or the results in the settlement of accounts for the business period of the listed company, etc.;

a decision by the organ of an asset management company of the listed company, etc. which is responsible for making decisions on the execution of the operations of the asset management company to have the asset management company perform any of the following acts, or a decision by the relevant organ not to have the asset management company perform the act which is decided to be performed in such a decision (limited to acts that have already been publicized):

asset investment conducted under entrustment from the listed company, etc. involving acquisition, transfer, or lending or borrowing of specified assets (meaning the specified assets prescribed in Article 2, paragraph (1) of the Act on Investment Trusts and Investment Corporations; the same applies in paragraph (5), item (ii)) by the listed company, etc.;

cancellation of the entrustment contract for asset investment concluded with the listed company, etc.;

share exchange;

share transfer;

partial share exchange;

merger;

dissolution (excluding dissolution by a merger); or

act specified by Cabinet Order as those equivalent to the acts listed in (a) through (g);

occurrence of any of the following facts in the asset management company of the listed company, etc.:

rescission of the registration referred to in Article 29 made under the provisions of Article 52, paragraph (1), disposition of the suspension of business related to asset investment conducted under entrustment from the listed company, etc. rendered under the provisions of that paragraph, or a disposition based on laws and regulations that is equivalent to them made by an administrative agency;

any change of specified associated corporations;

any change of its major shareholders; or

facts specified by Cabinet Order as those equivalent to the facts listed in (a) through (c);

beyond the facts set forth in item (ix) through the preceding item, material facts concerning operation, business, or property of the listed company, etc. that has a significant influence on investors' investment decisions.

It is prohibited for a person that receives information from a company insider (including a company insider prescribed in the second sentence of paragraph (1); hereinafter the same applies in this paragraph) regarding a material fact about business provided for in paragraph (1) that the company insider comes to know in the manner as prescribed in any of the items of that paragraph (other than a person that is set forth in any of the items of that paragraph and that comes to know the material fact about business in the manner as prescribed in the relevant item), or for another officer, etc., at corporation to which the person that receives this information in the course of duty is affiliated, that comes to know the material fact about business in connection with that person's duties, to make the purchase and sale, etc. of regulated securities, etc. of the listed company, etc. before the material fact about business is publicized.

The fact of being publicized as referred to in paragraph (1), paragraph (2), items (i), (iii), (v), (vii), (ix), (xi) and (xii) and the preceding paragraph means that the measures specified by Cabinet Order as those for making information available to a large number of persons with regard to the particulars set forth in the following items have been taken by the persons respectively specified in the following items, or that the documents specified in Article 25, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27) (excluding documents specified in Article 25, paragraph (1), item (ix)) submitted by the persons respectively specified in those items have been made available for public inspection pursuant to the provisions of Article 25, paragraph (1) if the above-mentioned particulars are stated in those documents:

the material fact related to business or other particulars referred to in paragraph (1) of the listed company, etc. which is prescribed in paragraph (2), items (i) through (viii), the decision by the organ of the listed company, etc. (excluding a listed investment corporation, etc.; hereinafter the same applies in this item) which is responsible for making decisions on the execution of the operations of the listed company, etc., net sales, etc. or the dividend prescribed in paragraph (2), item (i), (g) of the listed company, etc., net sales, etc. of the corporate group to which the listed company, etc. belongs, the decision by the organ of the subsidiary company of the listed company, etc. which is responsible for making decisions on the execution of the operations of the subsidiary company, or net sales, etc. of the subsidiary company of the listed company, etc.:the listed company, etc. or the subsidiary company of the listed company, etc. (in the case of the subsidiary company, limited to the material fact related to business or other particulars referred to in paragraph (1) of the subsidiary company, the decision by the organ of the subsidiary company which is responsible for making decisions on the execution of the operations of the subsidiary company or net sales, etc. of the subsidiary company);

the material fact concerning business or other particulars prescribed in paragraph (1) related to the listed investment corporation, etc. which is prescribed in paragraph (2), item (ix) or (xi), the decision by the organ of the listed investment corporation, etc. which is responsible for making decisions on the execution of the operations of the listed investment corporation, etc., or net sales, etc. or the dividend prescribed in item (ix), sub-item (f) of that paragraph of the listed investment corporation, etc.:the listed investment corporation, etc.;

the material fact concerning business or other particulars prescribed in paragraph (1) related to the listed investment corporation, etc. which is prescribed in paragraph (2), item (xii), or the decision by the organ of an asset management company of the listed investment corporation, etc. which is responsible for making decisions on the execution of the operations of the asset management company, etc.:the asset management company of the listed investment corporation, etc.; and

the material fact concerning business or other particulars prescribed in paragraph (1) related to the listed investment corporation, etc. which is prescribed in paragraph (2), item (x), (xiii), or (xiv):the listed investment corporation, etc. or the asset management company of the listed investment corporation, etc.

The term "parent company" as used in paragraph (1) and the following Article means a company specified by Cabinet Order as one that controls another company (including a cooperative financial institution; hereinafter the same applies in this paragraph), and the term "subsidiary company" as used in this Article means a company stated or recorded as belonging to the corporate group to which another company belongs, in the most recent version of the statements under Article 5, paragraph (1), annual securities reports under Article 24, paragraph (1), or semiannual securities reports under Article 24-5, paragraph (1), which that other company has submitted, and which has been made available for public inspection pursuant to Article 25, paragraph (1); in the latest specified information on securities disclosed pursuant to Article 27-31, paragraph (2); or in the latest information on the issuer disclosed pursuant to Article 27-32, paragraph (1) or (2), and the term "specified associated corporation" as used in paragraphs (1) and (2) means a person that falls under either of the following items:

a company specified by Cabinet Order as a company that has controls the asset management company of the listed investment corporation, etc.; and

interested persons, etc. (meaning the interested persons, etc. prescribed in Article 201, paragraph (1) of the Act on Investment Trusts and Investment Corporations) of the asset management company of the listed investment corporation, etc. which are specified by Cabinet Order as corporations that conduct or have conducted transactions that have a material impact on the value of specified assets to be invested by the asset management company under entrustment from the listed investment corporation, etc.

The provisions of paragraphs (1) and (3) do not apply in the following cases:

a person with the right prescribed in Article 202, paragraph (1), item (i) of the Companies Act (including the right to be allotted a preferred equity investment prescribed in the Act on Preferred Equity Investment) acquires share certificates (including preferred equity investment certificates as prescribed in the Act on Preferred Equity Investment) by exercising that right;

a person with a share option, etc. (meaning the share option or the investment equity subscription right prescribed in Article 2, paragraph (17) of the Investment Trust and Investment Corporation Act) acquires share certificates or the investment securities prescribed in Article 2, paragraph (1), item (xi) by exercising the share option, etc.;

a person that has acquired an option on regulated securities, etc. makes a purchase and sale, etc. of regulated securities, etc. by exercising the option;

a purchase of shares is demanded under the provisions of Article 116, paragraph (1); Article 182-4, paragraph (1); Article 469, paragraph (1); Article 785, paragraph (1); Article 797, paragraph (1); Article 806, paragraph (1); or Article 816-6, paragraph (1) of the Companies Act, or a purchase of investment equity is demanded under the provisions of Article 141, paragraph (1), Article 149-3, paragraph (1), Article 149-8, paragraph (1), or Article 149-13, paragraph (1) of the Investment Trust and Investment Corporation Act; or a purchase and sale, etc. is made based on statutory obligation;

a purchase (or acquisition, in the case of an option; the same applies in the following item) or other acquisition for value of regulated securities, etc. of a listed company, etc. or of an option for their purchase and sale (limited to an option that causes the person that exercises it to acquire the position of the buyer in a purchase and sale of the regulated securities, etc. subject to that option) is made as per the request that the board of directors (including the organ specified by Cabinet Order as being equivalent thereto; the same applies in paragraph (5), item (v) of the following Article) of the listed company, etc. have decided to make (including a request that a director has decided to make based on the delegation made by resolution at the board of directors meeting under Article 399-13, paragraph (5) of the Companies Act or based on the delegation made by resolution at the board of directors meeting as provided in the articles of incorporation under paragraph (6) of that Article, if it is a company with supervisory committee; and including a request that an executive officer has decided to make based on the delegation made by resolution at the board of directors meeting under Article 416, paragraph (4) of that Act, if it is a company with nominating committee, etc.) in order to cope with a tender offer under Article 27-2, paragraph (1) (but only if the main clause of Article 27-2, paragraph (1) applies) or any other act specified by Cabinet Order as being equivalent to such a tender offer, for the share certificates, etc. (meaning share certificates, etc. as defined in Article 27-2, paragraph (1)) of the listed company, etc.;

if, after the publication referred to in paragraph (1) (including that publication in the case where the content of the resolution at a shareholders meeting, etc. is identical to a decision of the organ of the listed company, etc. that decides on the execution of its business, and the publication referred to in that paragraph has been made regarding that decision before the resolution at a shareholders meeting, etc.) has been made regarding a resolution at a shareholders meeting or board of directors meeting of the listed company, etc. under Article 156, paragraph (1) of the Companies Act (including as applied with the terms deemed to be replaced pursuant to Article 163 and Article 165, paragraph (3) of that Act; hereinafter the same applies in this item) (including a decision of a director made based on the delegation made by resolution at the board of directors meeting under Article 399-13, paragraph (5) of that Act or based on the delegation made by resolution at the board of directors meeting pursuant to the articles of incorporation under paragraph (6) of that Article, in the case of a company with supervisory committee; and including a decision of an executive officer made based on the delegation made by resolution at the board of directors meeting under Article 416, paragraph (4) of that Act, in the case of a company with nominating committee, etc.) (limited to a resolution concerning the particulars set forth in the items of Article 156, paragraph (1) of that Act), a resolution at a board of officers meeting under Article 80-2, paragraph (3) of the Act on Investment Trusts and Investment Corporations (limited to a resolution concerning the particulars set forth in the items of paragraph (1) of that Article), or a resolution or other decision made pursuant to the provisions of a foreign law or regulation equivalent to these (hereinafter referred to as "resolution at a shareholders meeting, etc." in this item), concerning acquisition of own shares, etc. (meaning shares or investment units; hereinafter the same applies in this item) under the provisions of Article 156, paragraph (1) of the Companies Act, the provisions of Article 80-2, paragraph (1) of the Act on Investment Trusts and Investment Corporations (including as applied with the terms deemed to be replaced pursuant to Article 80-5, paragraph (2) of that Act; hereinafter the same applies in this item), or the provisions of a foreign law or regulation equivalent to these, a purchase is made, based on that resolution at a shareholders meeting, etc., of share certificates pertaining to those own shares, etc. or securities set forth in Article 2, paragraph (1), item (xx) that indicate rights pertaining to share certificates, or other securities specified by Cabinet Order (hereinafter referred to as "share certificates, etc." in this item), or of an option for the purchase and sale of share certificates, etc. (limited to an option the exercise of which causes the person exercising it to acquire the position of buyer in the purchase and sale of the share certificates, etc. pertaining to that option; hereinafter the same applies in this item) (excluding the case where, regarding a material fact about business, etc. provided for in paragraph (1) other than the decision of the organ of the listed company, etc. that decides on the execution of its business concerning the acquisition of those own shares, etc., the publication referred to in that paragraph has not been made (excluding the case where, in connection with an acquisition of own shares, etc. under the provisions of Article 156, paragraph (1) of the Companies Act, the provisions of Article 80-2, paragraph (1) of the Act on Investment Trusts and Investment Corporations, or the provisions of a foreign law or regulation equivalent to these, other than the acquisition of those own shares, etc., share certificates, etc. pertaining to those own shares, etc. or an option for the purchase and sale of share certificates, etc. is purchased based on the provisions of this item));

a purchase and sale, etc. is made pursuant to the provisions of Cabinet Order which are referred to in Article 159, paragraph (3);

a purchase and sale, etc. of corporate bond certificates (excluding corporate bond certificates with share options) investment corporation bond certificates prescribed in Article 2, paragraph (1), item (xi) or other securities specified by Cabinet Order is made (except in a case specified by Cabinet Office Order);

a purchase and sale, etc. is made between the person that has come to know a material fact related to business or other matters prescribed in paragraph (1) and a person that knows that material fact concerning business or other particulars, through neither a financial instruments exchange market nor an over-the-counter securities market (unless both parties making the purchase and sale, etc. know that a further purchase and sale, etc. of the regulated securities, etc. linked to that purchase and sale, etc. that is in violation of the provisions of that paragraph or paragraph (3) will be made);

if, upon a merger, company split, or transfer or acquisition of all or part of business (hereinafter referred to as a "merger, etc." in this paragraph and paragraph (5) of the following Article), regulated securities, etc. are caused to be succeeded to by the other party or they succeed to those regulated securities, etc. and the proportion of the book value of the regulated securities, etc. to the total amount of the book value of the assets succeeded due to the merger, etc. is below the proportion specified by Cabinet Office Order as a particularly low proportion;

if a resolution at a board of directors meeting relating to a decision on the content of a contract for a merger, etc. (for an incorporation-type company split, an incorporation-type company split plan) has been passed before coming to know a material fact related to business or other particulars of a listed company, etc. prescribed in paragraph (1) and regulated securities, etc. of the relevant listed company, etc. are caused to be succeeded by the other party or they succeed to those regulated securities, etc. due to the merger, etc. based on the relevant resolution;

if, upon an incorporation-type company split, regulated securities, etc. are caused to be succeeded by a company incorporated through an incorporation-type company split (excluding an incorporation-type company split that a corporation implements jointly with another corporation) (meaning a company incorporated through incorporation-type company split prescribed in Article 763, paragraph (1) of the Companies Act; the same applies in paragraph (5), item (xii) of the following Article);

if, upon a merger, etc., share exchange, or partial share exchange, regulated securities, etc. of a listed company, etc. that is a party to that merger, etc., share exchange, or partial share exchange held by that listed company, etc. are delivered or receives delivery of the relevant regulated securities, etc.;

a purchase and sale, etc. is made as a performance of a contract for the purchase and sale, etc. of regulated securities, etc. of the listed company, etc. that is concluded before the relevant person comes to know the material fact about the business of the listed company, etc. provided for in paragraph (1), or is made as the implementation of a plan for the purchase and sale, etc. of regulated securities, etc. of the listed company, etc. that is decided before the relevant person comes to know the material fact about the business of the listed company, etc., or a purchase and sale, etc. that is obviously based on other special circumstances equivalent to such a case (limited to a case specified by Cabinet Office Order) is made.