Financial Instruments and Exchange Act

A person that issues a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities which falls under a case set forth in the following items (in item (ii), limited to a solicitation issued to qualified institutional investors that are excluded from the large number of persons pursuant to the provisions of Article 2, paragraph (3), item (i), and in a case set forth in item (iv), limited to a solicitation issued to qualified institutional investors that are excluded from the large number of persons pursuant to paragraph (4), item (i) of that Article; hereinafter collectively referred to as "exclusive solicitation to qualified institutional investors" in this Article), must notify the solicited persons that the exclusive solicitation to qualified institutional investors falls under any of the following cases and that therefore the notification under Article 4, paragraph (1) has not been made for the exclusive solicitation to qualified institutional investors, and of any other particular that is specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the exclusive solicitation to qualified institutional investors nor does it apply to a case specified by Cabinet Office Order that constitutes an exclusive solicitation to qualified institutional investors with a total issue value or transfer value of less than 500 million yen:

a case set forth in Article 2, paragraph (3), item (ii), (a);

a case set forth in Article 2, paragraph (3), item (ii), (d) (but only if it comes to no longer fall under the category of case set forth in item (i) of that paragraph, due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);

a case set forth in Article 2, paragraph (4), item (ii), (a);

a case set forth in Article 2, paragraph (4), item (ii), (d) (but only if it comes to no longer fall under the category of case set forth in item (i) of that paragraph, due to the qualified institutional investors' being excluded from the large number of persons pursuant to that item);

a case set forth in Article 2-3, paragraph (4), item (ii), (a); or

a case set forth in Article 2-3, paragraph (5), item (ii), (a).

If a person that issues an exclusive solicitation to qualified institutional investors to which the main clause of the preceding paragraph is applicable causes securities to be acquired or sells securities through that exclusive solicitation to qualified institutional investors, such person must deliver a document stating the particulars for which notice is required to be given pursuant to the preceding paragraph to the other party in advance of, or at the same time as, the acquisition or sale.

A person performing an act set forth in the following items must notify the person solicited of the particulars provided for in the relevant item, pursuant to the provisions of Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made for the securities with regard to which such act was performed:

the solicitation for acquisition only for professional investors, etc. or a solicitation for selling, etc. only for professional investors, etc.:that a notification under Article 4, paragraph (1) has not been given for the solicitation for acquisition only for professional investors, etc. or solicitation for selling, etc. only for professional investors, etc., and any other particular specified by Cabinet Office Order; and

solicitation with a view to delivering existing securities which is connected with securities for professional investors, etc. and which does not fall under the category of either a solicitation for selling, etc. only for professional investors, etc. or a general solicitation, etc. involving securities acquired by a professional investor, etc. (limited to those to which the main clause of Article 4, paragraph (3) is applicable):that the solicitation does not fall under a case in which disclosure has been made in connection with the securities for professional investors, etc., and any other particular specified by Cabinet Office Order.

A person that issues a solicitation with a view to issuing new securities or a solicitation with a view to delivering existing securities that falls under a case set forth in Article 2, paragraph (3), item (ii), (c) or paragraph (4), item (ii), (c) of that Article (hereinafter referred to as a "solicitation to officers, etc." in this paragraph and the following paragraph) must notify the solicited persons that the solicitation to officers, etc. falls under any of the cases set forth in paragraph (3), item (ii), (c) or paragraph (4), item (ii), (c) of that Article and that therefore the notification under Article 4, paragraph (1) has not been given for the solicitation to officers, etc., and of any other particular specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the solicitation to officers, etc., nor does it apply to a case specified by Cabinet Office Order that constitutes a solicitation to officers, etc. with a total issue value or transfer value of less than 500 million yen.

If a person that issues a solicitation to officers, etc. to which the main clause of the preceding paragraph is applicable causes securities to be acquired or sells the same through the solicitation to officers, etc., such person must deliver a document stating the particulars for which notice is required to be given pursuant to the preceding paragraph to the other party in advance of, or at the same time as, the acquisition or sale.

A person that issues a solicitation with a view to issuing new securities or solicitation with a view to delivering existing securities that falls under a case set forth in any of the following items for the class of securities set forth in the relevant item (excluding a case that falls under the category of a solicitation with a view to issuing new securities or solicitation with a view to delivering existing securities for the securities set forth in Article 2, paragraph (1), item (ix) or those specified by Cabinet Order, and in the case set forth in item (i), (a) or (b), exclusive solicitation to qualified institutional investors is excluded; hereinafter collectively referred to as the "solicitation to a small number of investors" in this Article) must notify the solicited persons that the solicitation to a small number of investors falls under a case set forth in any of the following items (for item (i), (a) or (b), this excludes a case in which the solicitation to a small number of investors falls under the category of an exclusive solicitation to qualified institutional investors) for the class of securities set forth in the relevant item and therefore the notification under Article 4, paragraph (1) has not been given for the solicitation to a small number of investors, and of any other particular that is specified by Cabinet Office Order; provided, however, that this does not apply to a case in which disclosure has been made with regard to the securities that are subject to the relevant solicitation to a small number of investors, nor does it apply in a case specified by Cabinet Office Order that constitutes a solicitation to a small number of investors with a total issue value or transfer value of less than 500 million yen:

the paragraph (1) securities: any of the following cases:

one that falls under Article 2, paragraph (3), item (ii), (d);

one that falls under Article 2, paragraph (4), item (ii), (d);

one that falls under Article 2-3, paragraph (4), item (ii), (b);

one that falls under Article 2-3, paragraph (5), item (ii), (b);

the paragraph (2) securities: any of the following cases:

one that does not fall under the category of cases set forth in Article 2, paragraph (3), item (iii);

one that does not fall under the category of cases set forth in Article 2-3, paragraph (4), item (iii).

If a person that issues a solicitation to a small number of investors to which the main clause of the preceding paragraph is applicable causes securities to be acquired or sells the same through the solicitation to a small number of investors, such person must deliver a document stating the particulars for which notice is required to be given pursuant to the preceding paragraph to the other party in advance of, or at the same time as, the acquisition or sale.