Financial Instruments and Exchange Act

A person set forth in any of the following items (hereinafter referred to as a "person affiliated with the tender offeror, etc." in this Article) that comes to know the fact that a tender offer, etc. will be launched by the person launching a tender offer provided for in Article 27-2, paragraph (1) (but only if the main clause of that paragraph applies) or an act specified as equivalent to this by Cabinet Order or by the person launching a tender offer provided for in Article 27-22-2, paragraph (1) for listed share certificates, etc. (hereinafter referred to as a "tender offer, etc." in this Article) for share certificates, etc. provided for in Article 27-2, paragraph (1) that are listed on a financial instruments exchange or that fall under over-the-counter traded securities or tradable securities (hereinafter referred to as "listed or other share certificates, etc." in this Article) (such a person is hereinafter referred to as the "tender offeror, etc." in this Article and paragraph (2) of the following Article) or the fact that a tender offer, etc. will be suspended by such tender offeror, etc. in the manner prescribed in the relevant item, must not effect a purchase, etc. (meaning a purchase of specified share certificates, etc. as defined below and related share certificates, etc. as defined below (hereinafter collectively referred to as "share certificates, etc." in this Article, paragraph (2) of the following Article, Article 175-2, and Article 197-2, paragraph (1), item (xv)) or other transaction designated by Cabinet Order; hereinafter the same applies in this Article, paragraph (2) of the following Article, Article 175-2, paragraph (2), and Article 197-2, paragraph (1), item (xv)) of share certificates or corporate bond certificates with share options issued by the company that is the issuer of the listed or other share certificates, etc. or listed share certificates, etc. pertaining to the tender offer, etc., or other securities specified by Cabinet Order (hereinafter referred to as "specified share certificates, etc." in this paragraph), or of securities set forth in Article 2, paragraph (1), item (xix) that indicate options on specified share certificates, etc. or other securities specified by Cabinet Order (hereinafter referred to as "related share certificates, etc." in this paragraph) if the person comes to know the fact that the tender offer, etc. will be launched, and must not make the sale, etc. (meaning the sale of share certificates, etc. and other transactions specified by Cabinet Order; hereinafter the same applies in this Article, paragraph (2) of the following Article, Article 175-2, paragraph (2), and Article 197-2, paragraph (1), item (xv)) of share certificates, etc. subject to the tender offer, etc., if the person comes to know the fact that the tender offer, etc. will be suspended, before the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended is publicized. The same applies for six months to a person affiliated with the tender offeror, etc. that comes to know the fact that a tender offer, etc. will be launched or the fact that a tender offer, etc. will be suspended in the manner prescribed in any of the following items, even after that person ceases to be the person affiliated with the tender offeror, etc. set forth in the relevant item:

the officer, etc. of the tender offeror, etc. (if the tender offeror, etc. is a corporation, including the parent company of that corporation and, if that corporation is an investment corporation (meaning an investment corporation prescribed in Article 2, paragraph (12) of the Act on Investment Trusts and Investment Corporations; the same applies in the following item), the asset management company of that corporation (meaning an asset management company prescribed in paragraph (21) of that Article; the same applies in that item) and the parent company of that asset management company; hereinafter the same applies in this paragraph) (or, if the tender offeror, etc. is a person other than a corporation, its agent or employee):coming to know the relevant fact related to the person's duties;

the issuer of listed or other share certificates, etc. related to the tender offer, etc. (excluding the tender offer prescribed in Article 27-22-2, paragraph (1) for listed share certificates, etc.) (including the parent company of that issuer and, if that issuer is an investment corporation, the asset management company of that issuer and its parent company; hereinafter referred to as the "target of a tender offer, etc." in this item through item (v)) or an officer, etc. of the target of a tender offer, etc.:if such a person has come to know the fact by receiving information from the tender offeror, etc. (in the case of an officer, etc., if the person has come to know the fact related to their duties by receiving information from the tender offeror, etc.);

a shareholder of the tender offeror, etc. or the target of a tender offer, etc. (limited to a person that has come to know, pursuant to the preceding item, the fact that the tender offer, etc. will be launched by the tender offeror, etc. or the fact that the tender offer, etc. will be suspended; the same applies in the following item and item (v)) that has the right prescribed in Article 433, paragraph (1) of the Companies Act (including a person specified by Cabinet Order as having a right similar to such a right), or a member of the tender offeror, etc. or the target of a tender offer, etc. that has the right prescribed in Article 433, paragraph (3) of that Act (including a person specified by Cabinet Order as having a right similar to such a right) (including the officer, etc. of such a shareholder or member, if such a shareholder or member is a corporation, and the agent or employee of such a shareholder or member, if such a shareholder or member is a person other than a corporation):coming to know the relevant fact related to the exercise of that right;

a person that has statutory authority over the tender offeror, etc. or the target of a tender offer, etc.:coming to know the relevant fact in the course of exercising that authority;

a person that has concluded, or is in negotiations to conclude, a contract with the tender offeror, etc. or the target of a tender offer, etc. (including the officer, etc. of such a person, if such a person is a corporation, and the agent or employee of such a person, if such a person is a person other than a corporation), other than the officer, etc. of the tender offeror, etc. or the target of a tender offer, etc. (or, if the tender offeror, etc. is a person other than a corporation, its agent or employee):coming to know the relevant fact in relation to the conclusion, negotiation, or implementation of that contract;

the officer, etc. of a person set forth in item (ii), item (iii) or the preceding item which is a corporation (limited to the officer, etc. of a corporation when another officer, etc. of the corporation comes to know the fact that the tender offer, etc. will be launched or the fact that the tender offer, etc. will be suspended by the tender offeror, etc. pursuant to item (ii), item (iii) or the preceding item):coming to know the relevant fact related to the person's duties.

The fact that a tender offer, etc. will be launched or the fact that a tender offer, etc. will be suspended provided for in the preceding paragraph means the fact that the tender offeror, etc. (or the organ that is responsible for making decisions about the execution of operations at the tender offeror, etc., if the tender offeror, etc. is a corporation; hereinafter the same applies in this paragraph) has decided to launch a tender offer, etc. or has decided not to launch a tender offer, etc. that they have decided to launch (limited to decisions that have already been publicized); provided, however, that this does not apply to a fact that falls under the criteria specified by Cabinet Office Order as one that has only a minor influence on investors' investment decisions.

It is prohibited for a person that receives information from the person affiliated with the tender offeror, etc. (including a person prescribed in the second sentence of paragraph (1); hereinafter the same applies in this paragraph and paragraph (5)) about the fact that a tender offer, etc. will be launched or the fact that a tender offer, etc. will be suspended (hereinafter referred to as the "facts of the tender offer, etc." in this Article, paragraph (2) of the following Article, Article 175-2, paragraph (2), and Article 197-2, paragraph (1), item (xv)) as provided in that paragraph, which the person affiliated with the tender offeror, etc. comes to know in the manner prescribed in any of the items of that paragraph (other than a person that is set forth in any of the items of paragraph (1) and that comes to know the facts of the tender offer, etc. in the manner prescribed in the relevant item), or for another officer, etc. of the corporation to which the person that receives that information in the course of duty is affiliated, that comes to know the facts of the tender offer, etc. in connection with that person's duties, to make a purchase, etc. of the share certificates, etc. subject to the tender offer, etc., if the person has received information about the fact that a tender offer, etc. will be launched as provided in that paragraph, and to make a sale, etc. of the share certificates, etc. subject to the tender offer, etc., if the person has received information about the fact that a tender offer, etc. will be suspended as provided in that paragraph, before the facts of the tender offer, etc. are publicized.

The fact of being publicized under paragraph (1) through the preceding paragraph means that, with regard to the facts of the tender offer, etc., the measures specified by Cabinet Order as those for making information available to a large number of persons have been taken by the tender offeror, etc., that the public notice under Article 27-3, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2); the same applies in item (viii) of the following paragraph) or public notice or public announcement under Article 27-11, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) has been made, or the tender offer notification prescribed in Article 27-3, paragraph (2) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2); the same applies in that item) or written withdrawal of tender offer prescribed in Article 27-11, paragraph (3) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2)) has been made available for public inspection pursuant to the provisions of Article 27-14, paragraph (1) (including as applied mutatis mutandis pursuant to Article 27-22-2, paragraph (2); the same applies in that item).

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 acquires share certificates by exercising that right;

a person with a share option (including a right specified by Cabinet Order as being equivalent thereto) acquires share certificates by exercising that share option (including securities specified by Cabinet Order as being equivalent thereto);

a person that has acquired an option on share certificates, etc. effects a purchase, etc. or sale, etc. of share certificates, etc. by exercising that option;

a purchase of shares is demanded under 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 (including a demand specified by Cabinet Order as a demand under other laws and regulations that is equivalent thereto), or a purchase, etc. or sale, etc. of share certificates, etc. is made based on statutory obligations;

a purchase, etc. of the listed or other share certificates, etc. that are subject to the tender offer, etc. (including an option for the purchase and sale of the listed or other share certificates, etc.; hereinafter the same applies in this item) is made as per the request of the tender offeror, etc. (limited to a request that the board of directors of the tender offeror, etc. have decided to make, if the tender offeror, etc. is a company (this includes 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 provided in the articles of incorporation under the provisions of 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 the provisions of Article 416, paragraph (4) of that Act, if it is a company with nominating committee, etc.)) (but only if the purchase, etc. of the listed or other share certificates, etc. is made for the purpose of selling, etc. the listed or other share certificates, etc. to the tender offeror, etc.);

a purchase, etc. of the listed or other share certificates, etc. that are subject to the tender offer, etc. (these include options for the purchase and sale of listed or other share certificates, etc.) is made as per a request that the board of directors of the issuer of the listed or other share certificates, 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 the provisions of Article 399-13, paragraph (5) of the Companies Act or based on the delegation made by resolution at the board of directors meeting 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 the provisions of Article 416, paragraph (4) of that Act, if it is a company with nominating committee, etc.) in order to cope with the tender offer, etc.;

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

a person that comes to know the fact that a tender offer, etc. will be launched as prescribed in paragraph (1) makes a purchase, etc. from another person that knows the fact that the tender offer, etc. will be launched, through neither a financial instruments exchange market nor an over-the-counter securities market, or a person that comes to know the fact that a tender offer, etc. will be suspended as provided in paragraph (1) makes a sale, etc. to another person that knows the fact that the tender offer, etc. will be suspended, through neither a financial instruments exchange market nor an over-the-counter securities market (unless both parties to the sale, etc. know that a further sale, etc. of the share certificates, etc. linked to that sale, etc. that is in violation of the provisions of paragraph (1) or (3) will be made);

if a person that receives information on a fact concerning launch of a tender offer, etc. from a specified person concerned with tender offeror, etc. (meaning a person concerned with tender offeror, etc. that comes to know the fact concerning the launch of a tender offer, etc. prescribed in paragraph (1) in the manner as prescribed in any of the items of that paragraph; the same applies in the following item) (including an officer, etc. of that person when that person is a corporation, and an agent or employee of that person when the person is a person other than a corporation) makes a purchase, etc. of share certificates, etc. (limited to cases in which, in the public notice made by the person that receives the information pursuant to Article 27-3, paragraph (1), the following matters are clearly indicated and a tender offer notification prescribed in paragraph (2) of that Article which states those particulars and is submitted by the person that receives the information is made available for public inspection pursuant to the provisions of Article 27-14, paragraph (1)):

the name of the person that provides the information;

the time when the information is received; and

the particulars specified by Cabinet Office Order as content of the fact concerning launch of a tender offer, etc. on which information is received;

if a specified person concerned with tender offeror, etc. that is not the person set forth in paragraph (1), item (i) or a person that receives information on the fact concerning launch of a tender offer, etc. prescribed in that paragraph from a specified person concerned with tender offeror, etc. (the person excludes a specified person concerned with tender offeror, etc., and includes an officer, etc. of the person when the person is a corporation, and an agent or employee of the person when the person is a person other than a corporation) makes purchase, etc. of share certificates, etc. (limited to cases in which six months have passed from the day of coming to know the fact concerning launch of a tender offer, etc. as prescribed in any of the items of that paragraph for a specified person concerned with tender offeror, etc., and from the day of receiving the information for a person that receives information);

if, upon a merger, etc., share certificates, etc. are succeeded or the other party is caused to succeed those share certificates, etc. and the proportion of the book value of the share certificates, etc. to the total amount of the book value of the assets succeeded upon the relevant 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 the fact concerning tender offer, etc. by a tender offeror, etc. and share certificates, etc. related to that tender offer, etc. are succeeded to or the other party is caused to succeed to those share certificates, etc. upon the merger, etc. in accordance with the relevant resolution;

if, upon an incorporation-type company split, share certificates, etc. are caused to be succeeded to by a company incorporated through incorporation-type company split (excluding incorporation-type company split that a corporation implements jointly with another corporation);

if, upon a merger, etc., share exchange, or partial share exchange, share certificates, etc. of a company that is a party to the relevant merger, etc., share exchange, or partial share exchange and an issuer of listed or other share certificates, etc. related to a tender offer, etc. or listed share certificates, etc. held by the relevant company have been delivered,or the relevant share certificates, etc. are delivered;

a purchase, etc. or sale, etc. is made as a performance of a contract for the purchase, etc. or sale, etc. of the share certificates, etc. that are subject to the tender offer, etc., which is concluded before the person comes to know the facts of the tender offer, etc. launched by the tender offeror, etc., as implementation of a plan for the purchase, etc. or sale, etc. of the share certificates, etc. subject to the tender offer, etc. which is decided before the person comes to know the facts of the tender offer, etc. launched by the tender offeror, etc., or a purchase, etc. or sale, etc. that is obviously based on other special circumstances equivalent to the case (limited to a case specified by Cabinet Office Order) is made.