Financial Instruments and Exchange Act

When an issuer of the securities set forth in Article 2, paragraph (1), item (v), (vii), (ix) or (xi) (excluding those specified by Cabinet Order) which are listed in a financial instruments exchange or fall under the category of over-the-counter traded securities or any other securities specified by Cabinet Order (hereinafter referred to as a "listed company, etc." in this Article) or an asset management company (meaning an asset management company as prescribed in Article 2, paragraph (21) of the Act on Investment Trusts and Investment Corporations) of a listed company, etc. which is an investment corporation (meaning an investment corporation as prescribed in Article 2, paragraph (12) of that Act; the same applies in item (i)) (hereinafter referred to as an "asset management company of a listed investment corporation, etc." in this paragraph and the following paragraph) or an officer (if the accounting advisor is a corporation, its staff member), agent, employee, or any other worker (hereinafter referred to as an "officer, etc." in item (i) and the following paragraph) of such company provides, with regard to the company's business, undisclosed material information about the operations, business, or assets of the listed company, etc. which has a material influence on investors' investment decisions (hereinafter referred to as "material information" in this Chapter) to the following persons (hereinafter referred to as "business associates" in this Article) (if the person that provides the material information is an agent, employee, or any other worker of a listed company, etc. or an asset management company of a listed investment corporation, etc., the provision of information by a person in the listed company, etc. or the asset management company of a listed investment corporation, etc. that has been assigned the duty to provide information to business associates; hereinafter the same applies in this Article), the listed company, etc. must disclose the material information at the same time as the provision of information; provided, however, that this does not apply if a business associate has an obligation under laws, regulations, or contract to the effect that the business associate must not divulge a secret concerning the material information and must not effect 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 the securities issued by the listed company, etc. which fall under any of the categories of securities set forth in Article 2, paragraph (1), item (v), (vii), (ix), or (xi) (excluding those specified by Cabinet Order), securities set forth in item (xix) of that paragraph which indicate options involving these securities, or other securities specified by Cabinet Order (hereinafter referred to as "listed securities, etc." in this paragraph and paragraph (3)), nor effect a derivatives transaction (excluding transactions in which a person that has acquired an option on listed securities, etc. acquires listed securities, etc. by exercising that option or other transactions specified by Cabinet Office Order) connected with the same (hereinafter referred to as "purchase and sale, etc." in item (ii) and paragraph (3)), before the disclosure of the material information:

financial instruments business operators, registered financial institutions, credit rating agencies, investment corporations, and any other persons specified by Cabinet Office Order, or their officers, etc. (excluding the person specified by Cabinet Office Order as a person that is not engaged in a financial instruments business in an entity that has taken the measures specified by Cabinet Office Order as those necessary for appropriately managing material information); and

the persons specified by Cabinet Office Order as those that receive material information concerning services involving public relations aimed at investors in the listed company, etc. and that have a high probability of effecting purchase and sale, etc. of listed securities, etc. of the listed company, etc. based on investment decisions that are grounded in the material information.

The provisions of the main clause of the preceding paragraph do not apply to the cases specified by Cabinet Office Order as cases in which a listed company, etc., an asset management company of a listed investment corporation, etc., or an officer, etc. of such company did not know, with regard to the company's business, that the information provided constituted material information at the time of providing material information to business associates, or cases in which it is difficult to disclose the material information at the same time as the provision of the information to business associates. In this case, the listed company, etc. must disclose the material information promptly after learning that the information was provided to business associates.

In the case referred to in the proviso to paragraph (1), if the listed company, etc. learns that a business associate that has received the material information has divulged a secret concerning the material information to another business associate or made a purchase and sale, etc. of listed securities, etc. of the listed company, etc. before the disclosure of the material information in violation of laws, regulations, or a contract, the listed company, etc. must promptly disclose the material information; provided, however, that this does not apply if the material information cannot be disclosed due to a compelling reason or any other cases specified by Cabinet Office Order.

A listed company, etc. seeking to disclose material information pursuant to the provisions of the preceding three paragraphs must disclose the material information using the internet or through other means, pursuant to the provisions of Cabinet Office Order.

When the Prime Minister finds it to be necessary and appropriate in the public interest or for the protection of investors, the Prime Minister may order a person that has disclosed material information, a person that is found to be required to disclose material information, or a witness to submit reports or materials that should serve as a reference, and may have the relevant officials inspect that person's books, documents, and any other articles of theirs.

If the Prime Minister finds it necessary with regard to an order for a report or submission of materials or the inspection under the preceding paragraph, the Prime Minister may make inquiries to public offices or public or private organizations and request a report on necessary particulars.

When the Prime Minister finds that material information that is required to be disclosed pursuant to Article 27-36, paragraphs (1) through (3) has not been disclosed, the Prime Minister may instruct a person that is found to be required to disclose the material information to disclose the material information or to take any other appropriate measure.

If a person that has received an instruction under the provisions of the preceding paragraph fails to take a measure that the instruction involves without just cause, the Prime Minister may order that person to take the measure that the instruction involves.