Financial Instruments and Exchange Act

During the six-month period beginning from the effective date, an incorporated financial instruments exchange after entity conversion must keep the documents or electronic or magnetic records set forth in Article 101-3, paragraph (1), and the documents or electronic or magnetic records in which a record of the progress of the process under the preceding Article and other particulars specified by Cabinet Office Order as pertinent to the entity conversion are stated or recorded, at its head office.

The shareholder of creditor of an incorporated financial instruments exchange after entity conversion may make the following requests of the incorporated financial instruments exchange after entity conversion at any time during its business hours; provided, however, that in making the request set forth in item (ii) or (iv), the shareholder or creditor must pay the cost determined by the incorporated financial instruments exchange after entity conversion:

a request to inspect the documents referred to in the preceding paragraph;

a request to be issued a certified copy or extract of the documents referred to in the preceding paragraph;

a request to inspect a thing that displays the particulars recorded in the electronic or magnetic records referred to in the preceding paragraph, through a means specified by Cabinet Office Order; and

a request to be provided with the particulars that have been recorded in the electronic or magnetic records referred to in the preceding paragraph by an electronic or magnetic means specified by Cabinet Office Order, or a request to be issued a document that states those particulars.

The member of an incorporated association-operated financial instruments exchange is to be allotted shares in the incorporated financial instruments exchange after entity conversion or is to be allotted money, in accordance with the entity conversion plan.

The provisions of Article 234, paragraph (1) of the Companies Act (excluding the items) and paragraphs (2) through (5) of that Article; Article 868, paragraph (1), Article 869; Article 871; Article 874 (limited to the part that involves item (iv)); Article 875; and Article 876 of that Act apply mutatis mutandis if shares or money are allotted to a member pursuant to the provisions of the preceding paragraph. In such a case, the necessary technical replacement of terms is specified by Cabinet Order.

The amount that is required to be reported as the stated capital of an incorporated financial instruments exchange after entity conversion is specified by Cabinet Office Order.

The amount that is required to be reported as capital reserves at the time of entity conversion and necessary particulars otherwise relevant to accounting in connection with entity conversion are specified by Cabinet Office Order.

At the time of an entity conversion, an incorporated association-operated financial instruments exchange operated may issue shares in the incorporated financial instruments exchange after entity conversion, in addition to allotting shares under Article 101-6, paragraph (1). In such a case, it must specify the following particulars in the entity conversion plan:

the number of shares that will be issued pursuant to the provisions of this Article (hereinafter referred to as the "shares issued upon entity conversion" in this Division) (if an incorporated financial instruments exchange after entity conversion is a company with class shares, the classes and the number of shares issued upon entity conversion);

the amount to be paid in for the shares issued upon entity conversion (meaning the amount of money to be paid in or property other than money to be delivered, in exchange for one share issued upon entity conversion) or the method of calculating the amount;

if property other than money will be the subject of contribution, an indication of this, as well as the content and the value of that property;

the date for the payment of money or the delivery of the property referred to in the preceding item, in exchange for the shares issued upon entity conversion; and

the particulars of the increased stated capital or capital reserves.

An incorporated association-operated financial instruments exchange must notify a person that seeks to make an offer to subscribe for shares issued upon entity conversion, of the following particulars:

the trade name of the incorporated financial instruments exchange after entity conversion;

the particulars set forth in the items of the preceding Article;

if money is to be paid in, the place accepting payments; and

particulars beyond what is set forth in the preceding three items, which are specified by Cabinet Office Order.

A person making an offer to subscribe for shares issued upon entity conversion must deliver a document to the incorporated association-operated financial instruments exchange, in which the person states the following particulars:

the name and address of the person offering to subscribe; and

the number of shares issued upon entity conversion for which the person seeks to subscribe.

In lieu of delivering the document referred to in the preceding paragraph, a person making the offer referred to in the preceding paragraph may provide an incorporated association-operated financial instruments exchange with the particulars that are required to be stated in the document referred to in that paragraph by electronic or magnetic means, with the consent of the incorporated association-operated financial instruments exchange and pursuant to the provisions of Cabinet Order. In doing this, the person making the offer is deemed to have delivered the document referred to in that paragraph.

If a particular set forth in an item of paragraph (1) changes, the incorporated association-operated financial instruments exchange must immediately notify any person that has made the offer referred to in paragraph (2) (hereinafter referred to as an "offeror" in this Division) of this, and of the particulars that have changed.

It is sufficient for a notice or demand that an incorporated association-operated financial instruments exchange issues to an offeror to be sent to the address referred to in paragraph (2), item (i) (or, if the offeror notifies the incorporated association-operated financial instruments exchange of another place or contact address for receiving notices or demands, such a place or contact address).

The notice or demand referred to in the preceding paragraph is deemed to arrive at the time that such a notice or demand would normally arrive.

An incorporated association-operated financial instruments exchange must decide which persons among the offerors the shares issued upon entity conversion will be allotted to, and decide the number of shares issued upon entity conversion that will be allotted to such persons. In such a case, the incorporated association-operated financial instruments exchange may reduce the number of shares issued upon entity conversion that it will allot to such offerors to below the number referred to in paragraph (2), item (ii) of the preceding Article.

An incorporated association-operated financial instruments exchange must notify an offeror of the number of the shares issued upon entity conversion that will be allotted to that offeror by the day immediately preceding the date set forth in Article 101-9, item (iv).

The offerors become the subscribers for shares issued upon entity conversion, in respect of the number of shares issued upon entity conversion that are allotted to them by the incorporated association-operated financial instruments exchange.

On the date referred to in Article 101-9, item (iv), a subscriber for shares issued upon entity conversion (excluding a person delivering the property referred to in Article 101-9, item (iii) (hereinafter referred to as "property contributed in kind" in this Division)) must pay the full amount to be paid in for the shares issued upon entity conversion for which that subscriber has subscribed, at the bank, etc. (meaning a bank, etc. as prescribed in Article 34, paragraph (2) of the Companies Act) specified by the incorporated association-operated financial instruments exchange which constitutes the place accepting payments.

On the date referred to in Article 101-9, item (iv), a subscriber for shares issued upon entity conversion (limited to a person delivering property contributed in kind) must deliver property contributed in kind that is equivalent in value to the entire amount to be paid in for the shares issued upon entity conversion for which that subscriber has subscribed.

A subscriber for shares issued upon entity conversion may not set off its obligation to make the payment prescribed in paragraph (1) or to make the delivery under the provisions of the preceding paragraph (hereinafter referred to as the "performance of contribution" in this Division) against a claim that the subscriber has against the incorporated association-operated financial instruments exchange.

The transfer of the right to become the shareholder of shares issued upon entity conversion through the performance of contribution may not be asserted against the incorporated financial instruments exchange after entity conversion.

If a subscriber for shares issued upon entity conversion fails to make the performance of contribution, the subscriber loses the right to become the shareholder of shares issued upon entity conversion through the performance of contribution.

A subscriber for shares issued upon entity conversion becomes the shareholder of the shares issued upon entity conversion for which the subscriber has made the performance of contribution, on the effective date.

The provisions of the proviso to Article 93, paragraph (1) and Article 94, paragraph (1) of the Civil Code do not apply to the manifestation of an intention involving an offer to subscribe for shares issued upon entity conversion or the allotment of those shares.

Once one year has elapsed from the effective date or once the subscriber for shares issued upon entity conversion exercises a right in respect of those shares, the subscriber may not rescind the subscription for the shares issued upon entity conversion on the grounds of a mistake, fraud, or duress.

If, after the registration of incorporation referred to in Article 101-20, paragraph (1), there are shares that are unsubscribed for, the president and board members of the incorporated association-operated financial instruments exchange as of the time of the general meeting resolution referred to in Article 101-2, paragraph (1), and the directors of the incorporated financial instruments exchange as of the effective date are deemed to have jointly subscribed for those shares. The same applies if an offer to subscribe for shares is rescinded.

If, after the registration of incorporation referred to in Article 101-20, paragraph (1), there are shares that are unpaid for, the president and board members of the incorporated association-operated financial instruments exchange as of the time of the general meeting resolution referred to in Article 101-2, paragraph (1), and the directors of the incorporated financial instruments exchange as of the effective date have the joint and several obligation to pay for them.

The provisions of Article 207; Article 212 (excluding paragraph (1), item (i)); Article 213 (excluding paragraph (1), items (i) and (iii)); Article 868, paragraph (1); Article 870, paragraph (1) (limited to the part that involves items (i) and (iv)); Article 871; Article 872 (limited to the part that involves item (iv)); Article 874 (limited to the part that involves item (i)); Article 875; and Article 876 of the Companies Act apply mutatis mutandis if property other than money prescribed in Article 101-9, item (iii) is the subject of contribution. In this case, in Article 207, paragraphs (1) and (7) and paragraph (9), items (ii) through (v) and Article 212, paragraph (1), item (ii) and paragraph (2) of that Act, the phrase "Article 199, paragraph (1), item (iii)" is deemed to be replaced with "Article 101-9, item (iii) of the Financial Instruments and Exchange Act"; in Article 207, paragraphs (4) and (6) and paragraph (9), item (iii) and Article 213, paragraph (1), item (ii) of that Act, the term "Ministry of Justice Order" is deemed to be replaced with "Cabinet Office Order"; in Article 207, paragraph (8) and Article 212, paragraph (2) of that Act, the phrase "applications for subscription for shares for subscription, or their manifestation of intention relating to the contract provided for in Article 205, paragraph (1)" is deemed to be replaced with "the manifestation of an intention involving the offer to subscribe for shares for subscription"; in Article 207, paragraph (10), item (i) of that Act, the phrase "A director, an accounting advisor, a company auditor or executive officer" is deemed to be replaced with "The president, a board member, or an inspector of an incorporated association-operated financial instruments exchange"; in Article 212, paragraph (1), item (ii) of that Act, the phrase "Article 209, paragraph (1)" is deemed to be replaced with "Article 101-14 of the Financial Instruments and Exchange Act"; and any other necessary technical replacement of terms is specified by Cabinet Order.

An entity conversion does not become effective without the authorization of the Prime Minister.

A person seeking the authorization referred to in the preceding paragraph must submit a written application for the authorization of an entity conversion to the Prime Minister, in which it states the following particulars about the incorporated financial instruments exchange after entity conversion:

its trade name;

the locations of its head office, branch offices, and any other business offices; and

the names of the officers, and names or trade names of trading participants.

A document stating the details of the entity conversion plan, as well as the articles of incorporation, the operational rules, and the brokerage contract rules of the incorporated financial instruments exchange after entity conversion and other documents specified by Cabinet Office Order, must accompany the written application for the authorization of an entity conversion which is referred to in the preceding paragraph.