Financial Instruments and Exchange Act

In a partnership, etc. (meaning a partnership established based on a partnership contract provided for in Article 667, paragraph (1) of the Civil Code, an investment limited partnership provided for in Article 2, paragraph (2) of the Limited Partnership Act for Investment (hereinafter referred to as an "investment limited partnership" in this Article), or a limited liability partnership provided for in Article 2 of the Limited Liability Partnership Act (hereinafter referred to as a "limited liability partnership" in this Article), or any similar organization specified by Cabinet Order; hereinafter the same applies in this Article) whose property includes voting rights related to the shares in a listed company, etc. which constitute 10 percent or more of voting rights held by all the shareholders, etc. (hereinafter referred to as a "specified partnership, etc." in this Article), if one of the partners in the specified partnership, etc. (including a person specified by Cabinet Office Order as being similar to that person; hereinafter the same applies in this Article) conducts a purchase, etc. or sale, etc. of the regulated securities, etc. of a listed company, etc. which is connected with the property of the specified partnership, etc. (including if the trustee of a trust in which all of the partners in the specified partnership, etc. are the settlor or beneficiary conducts a purchase, etc. or sale, etc. of the regulated securities, etc. of a listed company, etc. as specified by Cabinet Office Order; hereinafter the same applies in this Article), the partner that conducts the purchase, etc. or sale, etc. (including a partner specified by Cabinet Office Order as equivalent to that person; hereinafter the same applies in this Article) must submit a report on the purchase and sale, etc. to the Prime Minister, pursuant to the provisions of Cabinet Office Order, by the 15th day of the month following the month that includes the day of the purchase and sale, etc.;provided, however, that this does not apply in the cases that are specified by Cabinet Office Order taking into account of the manner of the purchase, etc. or sale, etc. and other circumstances.

If a partner in a specified partnership, etc. prescribed in the preceding paragraph conducts a purchase, etc. or sale, etc. of the regulated securities, etc. of a listed company, etc. which is connected with the property of the specified partnership, etc. by entrusting, etc. a financial instruments business operator, etc. or authorized firm for on-exchange transactions to do so, the report prescribed in the preceding paragraph is to be submitted through the financial instruments business operator, etc. or authorized firm for on-exchange transactions. The same applies if the other party to the purchase, etc. or sale, etc. is a financial instruments business operator, etc. or authorized firm for on-exchange transactions.

In order to prevent wrongful use by a partner in a specified partnership, etc. of any secret information acquired by virtue of position, a listed company, etc. may request a partner in a specified partnership, etc. that, in connection with the property of the specified partnership, etc., conducts a sale, etc. of the regulated securities, etc. of the listed company, etc. within six months after having conducted their purchase, etc., or conducts a purchase, etc. of the regulated securities, etc. of the listed company, etc. within six months after having conducted their sale, etc., to use the property of the specified partnership, etc. to provide the listed company, etc. with the profit earned from the sale, etc. or purchase, etc.

If a listed company, etc. makes a request pursuant to the preceding paragraph and limited to if the obligation linked to that request and other obligations of the specified partnership, etc. cannot be repaid in full using the property of the specified partnership, etc., the listed company, etc. may request each partner in the specified partnership, etc., at the time that the profit referred to in that paragraph accrued (excluding limited partners in an investment limited partnership and partners in a limited liability partnership and any person specified by Cabinet Office Order as similar to those persons) to provide the listed company, etc. with the profit (limited to the amount that remains after deducting the amount of the profit already provided to the listed company, etc. pursuant to that paragraph) in proportion to the liability of each partner for the obligation of the specified partnership, etc.

In the case prescribed in the preceding paragraph, the provisions of the preceding paragraph also apply if a judicial enforcement against the property of the specified partnerships, etc. does not prove to be effective.

The preceding paragraph does not apply if a partner in the specified partnership, etc. at the time that the profit referred to in paragraph (3) accrued proves that the specified partnership, etc. has sufficient property against which a judicial enforcement may be easily made.

If a listed company, etc. fails to make a request under the provisions of paragraphs (3) through (5) within 60 days from the day on which a shareholder (including a member that is an insurance policy holder, or an equity holder; hereinafter the same applies in this paragraph and paragraph (13)) of the listed company, etc. has demanded that the listed company, etc. make a request under those provisions, the shareholder may make the request in subrogation of the listed company, etc.

The right to request the restitution of profit pursuant to paragraphs (3) through (5) or the preceding paragraph extinguishes by prescription if that right is not exercised within two years from the time that a profit accrues to the property of the specified partnership, etc.

Based on the report referred to in paragraph (1), if the Prime Minister finds that the profit referred to in paragraph (3) has accrued to the property of the specified partnership, etc., the Prime Minister is to send a copy of the portion of the report related to the profit (hereinafter referred to as a "document related to partnership profit" in this Article) to the partner that submits a report (meaning the partner that has submitted the report (limited to a report of the most recent purchase, etc. or sale, etc.) pursuant to the provisions of paragraph (1); the same applies in paragraph (13)), and if there is no filing referred to in the following paragraph made by the partner that submits a report within the period specified in that paragraph with regard to the document related to partnership profit, the Prime Minister is to send a copy of the document related to partnership profit and information on the trade name, name, or personal name of the partner that submits a report to the listed company, etc.; provided, however, that this does not apply if the Prime Minister learns that the profit referred to in paragraph (3) has already been provided to the listed company, etc. before the Prime Minister sends the copy of the document related to partnership profit to the partner that submits a report or the listed company, etc.

If a copy of a document related to the partnership profit is sent to a partner that submits a report pursuant to the provisions of the main clause of the preceding paragraph, and the partner that submits a report acknowledges that they have not made a purchase and sale, etc. as stated in the copy of the document related to partnership profit, they may submit a filing indicating that fact to the Prime Minister within a period not exceeding 20 days commencing from the day on which the partner that submits a report receives the copy of the document related to partnership profit.

If a filing indicating that the partner that submits a report has not made a purchase and sale, etc. as stated in the copy of a document related to partnership profit they have submitted pursuant to the provisions of the preceding paragraph, for the purpose of the application of the main clause of paragraph (9), the portion to which the filing concerns is deemed not to been stated in the report submitted to the Prime Minister under the provisions of paragraph (1).

If the Prime Minister sends a copy of a document related to partnership profit to a listed company, etc. based on the provisions of paragraph (9), the Prime Minister is to make the copy of the document related to partnership profit available for public inspection during the period commencing on the day on which 30 days have passed since the day the copy is sent and ending on the day that the right to the request provided for in paragraph (8) extinguishes (the day that the Prime Minister learns that the profit referred to in paragraph (3) has been provided to the listed company, etc., if the Prime Minster learns the fact before the right to a request extinguishes); provided, however, that this does not apply if the Prime Minister learns that the profit referred to in paragraph (3) has been provided to the listed company, etc. before the Prime Minister makes a copy of the document related to partnership profit available for public inspection.

In the case where a copy of the document related to partnership profit is made available for public inspection pursuant to the provisions of the preceding paragraph, a shareholder of the listed company, etc. referred to in that paragraph may request the Prime Minister to provide information on the trade name, name, or full name of the partner that submits a report of the specified partnership, etc. in whose property the profit referred to in paragraph (3) is found to have arisen.

The provisions of paragraph (3) to the preceding paragraph do not apply if a specified partnership, etc. was not a specified partnership, etc. either at the time the purchase, etc. or sale was made in connection with the property of the specified partnership, etc., or to the cases that are specified by Cabinet Office Order taking into account of the manner of the purchase, etc. or sale, etc. that is conducted in connection with the property of the specified partnership, etc. or other circumstances.

The method of calculating the profit if the Prime Minister finds the profit referred to in paragraph (3) to have accrued to the property of a specified partnership, etc. referred to in paragraph (3) in paragraph (9), is specified by Cabinet Office Order.

A partner in a specified partnership, etc. must not engage in the following acts concerning the property of the specified partnership, etc.:

conducting a specified transaction in which the amount of regulated securities traded in the specified transaction (meaning the amount of regulated securities sold in the case of a sale of regulated securities, or the amount specified by Cabinet Office Order in the case of other transactions) exceeds the amount specified by Cabinet Office Order as the amount for regulated securities that are of the same type as the regulated securities of the listed company, etc. that the partner holds; or

conducting a sale, etc. of regulated securities, etc. of the listed company, etc. (other than a specified transaction) in which the volume of the regulated securities specified by Cabinet Office Order as the basis for calculating the amount paid or received in the sale, etc. exceeds the volume specified by Cabinet Office Order as the volume for regulated securities that are of the same type as the regulated securities of the listed company, etc. that the partner holds.

The provisions of the preceding three Articles do not apply to a major shareholder that comes to fall under a major shareholder of a listed company, etc. as a result of owning the shares in the listed company, etc. as a part of the property of a partnership, etc.