Financial Instruments and Exchange Act

A holder of subject securities (including what is specified by Cabinet Order as indicating a right connected to securities set forth in Article 2, paragraph (1), item (xix) and other securities specified by Cabinet Order that indicate an option on subject securities (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 subject securities linked to the option) (hereinafter collectively referred to as "share certificates, etc." in this Chapter and Article 27-30-11, paragraph (5))) issued by a corporation (or, with regard to the securities specified by Cabinet Office Order, a person specified by Cabinet Office Order; hereinafter the same applies in this Chapter and Article 27-30-11, paragraph (5), except for Article 27-30, paragraph (2)) that is the issuer of share certificates, corporate bond certificates with share options, and other securities specified by Cabinet Order (hereinafter referred to as the "share-related securities" in this paragraph) that are listed on a financial instruments exchange (including the share-related securities specified by Cabinet Order as having equivalent distribution statuses to those securities), and whose ownership ratio of share certificates, etc. with respect to the relevant share certificates, etc. exceeds five percent (such a holder is hereinafter referred to as a "large-volume holder" in this Chapter) must submit a statement in which it states the particulars of its ownership ratio of share certificates, etc., the particulars of the funds for the acquisition, the purpose of the holdings, and any other particulars specified by Cabinet Office Order (such a statement is hereinafter referred to as a "statement of large-volume holdings") to the Prime Minister, pursuant to the provisions of Cabinet Office Order, within five days from the date on which it becomes a large-volume holder (Sundays and other holidays specified by Cabinet Order are not included for the purpose of counting days; the same applies in Article 27-25, paragraph (1) and Article 27-26); provided, however, that this does not apply if the total number of share certificates, etc. held which are provided for in paragraph (4) does not increase, nor does it apply in any other case specified by Cabinet Office Order.

The term "subject securities" as used in the preceding paragraph means the share certificates, corporate bond certificates with share options, and other securities specified by Cabinet Order.

The holder referred to in paragraph (1) includes the following persons, in addition to persons that own share certificates, etc. in their own names or in the name of another person (or under a fictitious name) (including a person that holds the right to request the delivery of share certificates, etc. under a purchase and sale contract or any other contract, or any other person specified by Cabinet Order as being equivalent); provided, however, that the person set forth in item (i) is deemed to become a holder on the day on which that person comes to know that the person has the authority prescribed in that item, only within the scope of the share certificates, etc. (including the securities set forth in Article 2, paragraph (1), item (xx) indicating the rights to share certificates, etc., and other securities specified by Cabinet Office Order; hereinafter the same applies in this paragraph and the following Article) regarding which the person comes to know the person has that authority, and the person set forth in item (iii) is deemed to become a holder with regard to the number of share certificates, etc. calculated by the calculation method specified by Cabinet Office Order as a method for calculating the number of share certificates, etc. that are the underlying assets of the derivatives transaction prescribed in that item:

a person that has the authority to exercise voting rights or any other rights as a shareholder in the issuer of the share certificates, etc., or to give instructions as to the exercise of those voting rights or any other rights, based on a money trust contract or any other contract or the provisions of the law (except for a person that falls under the following item), and that has the aim of controlling the business activities of that Issuer; or

a person that has the necessary authority to invest in share certificates, etc., based on a discretionary investment contract or any other contract or the provisions of the law; or

a person that has a right relating to a derivatives transaction relating to share certificates, etc. (excluding a person that falls under the preceding two items) and that has the purpose of acquiring those share certificates, etc. from the person that is the other party to the derivatives transaction or any other purpose specified by Cabinet Order.

The term "holding ratio of share certificates, etc." as used in paragraph (1) means the ratio arrived at when the number of share certificates, etc. issued by the issuer of the relevant share certificates, etc., which the holder (meaning a holder as set forth in paragraph (1); hereinafter the same applies in this Chapter) is obligated to transfer (excluding those that the holder is obligated to transfer to a joint holder) due to having transferred them through a margin transaction provided for in Article 161-2, paragraph (1) or any other transaction method specified by Cabinet Office Order, is deducted from the total number of share certificates, etc. (excluding treasury shares (meaning treasury shares as defined in Article 113, paragraph (4) of the Companies Act) and the share certificates, etc. that are specified by Cabinet Office Order in consideration of the manner in which they are held or any other circumstance; hereinafter the same applies in this paragraph) held by the holder of the relevant share certificates, etc. (meaning the number of shares calculated pursuant to the provisions of Cabinet Office Order, if they are share certificates, or the number specified by Cabinet Office Order, if they are other securities; hereinafter the same applies in this Chapter) (this includes if the holder has the authority set forth in item (i) or (ii) of the preceding paragraph or the right set forth in item (iii) of that paragraph with regard to those share certificates, etc.; hereinafter the same applies in this Chapter) (the number of share certificates, etc. after this deduction is hereinafter referred to as the "number of share certificates, etc. held" in this paragraph and paragraph (6)); the number of share certificates, etc. held by joint holders of the share certificates, etc. issued by that issuer (excluding the number of share certificates, etc. for which a right to request delivery or any other right specified by Cabinet Order exists between the holder and a joint holder) is added (the number of share certificates, etc. after this addition is hereinafter referred to as the "total number of share certificates, etc. held" in Article 27-25, paragraph (1)); and this is divided by the sum of either the total number of the issuer's issued shares or the number specified by Cabinet Office Order as being equivalent to this, and the number of share certificates, etc. that are held by the holder and the joint holders (excluding share certificates and other securities that are specified by Cabinet Office Order).

The term "joint holder" as used in the preceding paragraph means the other holder of the relevant share certificates, etc., in a case in which the holder of share certificates, etc. has agreed to jointly acquire or transfer that share certificates, etc., or to jointly exercise voting rights and other rights as the issuer's shareholder, together with another holder of share certificates, etc. issued by the issuer of the relevant share certificates, etc. (excluding a case that falls under all of the following requirements):

that the holder and the other holder are a financial instruments business operator (limited to a person that engages in the type-I financial instruments business prescribed in Article 28, paragraph (1) or a person that engages in the investment management business prescribed in paragraph (4) of that Article), a bank, or any other person specified by Cabinet Office Order;

that the purpose of the agreement is not to jointly make a material proposal prescribed in Article 27-26, paragraph (1); and

that it is an agreement to jointly exercise voting rights and other rights as a shareholder of the issuer (limited to an agreement specified by Cabinet Order as one made for each individual exercise of a right).

If a first holder of share certificates, etc. and another holder of share certificates, etc. that are issued by the issuer of the relevant share certificates, etc. are related to each other through a shareholding relationship or other special relationship specified by Cabinet Order, the other holder is deemed to be a joint holder referred to in paragraph (4) in relation to that holder; provided, however, that this does not apply if the number of share certificates, etc. held by either the first holder or the other holder is the number specified by Cabinet Office Order or less.

A person set forth in paragraph (3), item (ii) of the preceding Article, pursuant to the provisions of Cabinet Office Order, must prepare a written notice that accounts for the status of holdings in the relevant share certificates, etc. and deliver it to customers that have the authority to exercise their voting rights or any other rights as shareholders in the issuer of those share certificates, etc. or to give instructions as to the exercise of their voting rights or any other rights, at least once a month.

If, after the day on which a person that is required to submit a statement of large-volume holdings has become a large-volume holder, the ownership ratio of share certificates, etc. (meaning the ownership ratio of share certificates, etc. set forth in Article 27-23, paragraph (4); hereinafter the same applies in this Chapter) has increased or decreased by one percent or more (unless this is not linked to an increase or decrease in the total number of share certificates, etc. held by that person; hereinafter the same applies in this Chapter), or if there has been any other change that is specified by Cabinet Order as a change in a material particular that is required to be stated in the statement of large-volume holdings, such person must submit a report on the particulars of the change (hereinafter referred to as a "statement of changes") to the Prime Minister, within five days after the day of the change, pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply to cases where a change report reporting that the holding ratio of share certificates, etc. are five percent or less has already been submitted or to other cases specified by Cabinet Office Order.

In a case that falls under the criteria specified by Cabinet Order as a case in which a large number of share certificates, etc. have been transferred within a short period, a person that submits a statement of changes due to a decrease in the ownership ratio of share certificates, etc. must also state in that statement of changes the particulars of the party to which the share certificates, etc. have been transferred and the consideration received (with regard to a person specified by Cabinet Order as a person to whom an insignificant number of share certificates, etc. have been transferred, limited to the particulars of the consideration received), pursuant to the provisions of Cabinet Office Order.

If a person that has submitted a statement of large-volume holdings or a statement of changes finds that its content conflicts with the facts of the matter, that such a document insufficiently states or omits a statement as to a material particular that is required to be stated, or that such a document insufficiently states or omits a statement as to a material fact that is necessary to prevent it from being misleading, that person must submit an amended report to the Prime Minister.